AGREEMENT, made as of ___________, between MuniYield New York Insured Fund, Inc.
a corporation organized and existing under the laws of the state of
Massachusetts (hereinafter referred to as the "Customer"), and The Bank of New
York, a New York trust company (hereinafter referred to as the "Bank").
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set forth, the
parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
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Whenever used in this Agreement, the following words and phrases shall have the
following meanings:
1. "Business Day" shall be deemed to be each day on which the Bank is open for
business.
2. "Certificate" shall mean any notice, instruction, or other instrument in
writing, authorized or required by this Agreement to be given to the Bank by the
Customer which is signed by any Officer, as hereinafter defined, and actually
received by the Bank.
3. "Officer" shall be deemed to be the Customer's Chief Executive Officer,
President, any Vice President, the Secretary, the Treasurer, the Controller, any
Assistant Treasurer and any Assistant Secretary duly authorized by the Board of
Directors of the Customer to execute any Certificate, instruction, notice or
other instrument on behalf of the Customer and named in a Certificate, as such
Certificate may be amended from time to time.
4. "Prospectus" shall mean the last Customer prospectus actually received by the
Bank from the Customer with respect to which the Customer has indicated a
registration statement under the Securities Act of 1933, as amended, has become
effective, including the statement of Additional Information incorporated by
reference therein.
5. "Shares" shall mean all or any part of each class of the shares of capital
stock of the Customer which from time to time are authorized and/or issued by
the Customer and identified in a Certificate of the Secretary of the Customer
under corporate seal, as such Certificate may be amended from time to time.
ARTICLE II
APPOINTMENT OF BANK
-------------------
1. The Customer hereby constitutes and appoints the Bank as its agent to perform
the services described herein and as more particularly described in Schedule I
attached hereto (the "Services"), and the Bank hereby accepts appointment as
such agent and agrees to perform the Services in accordance with the terms
hereinafter set forth.
2. In connection with such appointment, the Customer shall deliver the following
documents to the Bank on or about the closing date of the initial public
offering:
(a) A certified copy of the Certificate of Incorporation or other document
evidencing the Customer's form of organization (the "Charter") and all
amendments thereto;
(b) A certified copy of the By-Laws of the Customer;
(c) A certified copy of a resolution of the Board of Directors of the
Customer appointing the Bank to perform the Services and authorizing
the execution and delivery of this Agreement;
(d) A Certificate signed by the Secretary of the Customer specifying: the
number of authorized Shares, the number of such authorized Shares
issued and currently outstanding, and the names and specimen
signatures of all persons duly authorized by the Board of Directors of
the Customer to execute any Certificate on behalf of the Customer,
which Certificate may be amended from time to time;
(e) A Specimen Share certificate for each class of Shares in the form
approved by the Board of Directors of the Customer, together with a
Certificate signed by the Secretary of the Customer as to such
approval;
(f) A copy of the Customer's Registration Statement, filed by the Customer
with the Securities and Exchange Commission under the Securities Act
of 1933, as amended.
(g) An opinion of counsel for the Customer with respect to the validity of
the authorized and outstanding Shares, whether such Shares are fully
paid and non-assessable and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable law or
regulation (i.e. if subject to registration, that they have been
registered and that the Registration Statement has become effective
or, if exempt, the specific grounds therefor).
3. The Customer shall furnish the Bank with a sufficient supply of blank Share
certificates and from time to time will renew such supply upon request of the
Bank. Such blank Share certificates shall be properly signed, by facsimile or
otherwise, by officers of the Customer authorized by law or by the By-Laws to
sign Share certificates, and, if required, shall bear the corporate seal or a
facsimile thereof.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
------------------------------------
1. The Customer shall deliver to the Bank a certified copy of the amendment to
the Charter giving effect to such increase, decrease or change, on or before the
effective date of any increase, decrease or other change in the total number of
Shares authorized to be issued.
(a) A certified copy of the amendment to the Charter giving effect to such
increase, decrease or change;
(b) An opinion of counsel for the Customer with respect to the validity of
the Shares and the status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulations (i.e., if subject
---
to registration, that they have been registered and specific grounds therefor);
and
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(c) In the case of an increase, if the appointment of the Bank was
theretofore expressly limited, a certified copy of a resolution of the Board of
Directors of the Customer increasing the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to stock dividends,
stock splits or otherwise, and prior to any reduction in the number of Shares
outstanding, the Customer shall deliver the following documents to the Bank:
(a) A certified copy of the resolutions adopted by the Board of Directors
and/or the shareholders of the Customer authorizing such issuance of additional
Shares of the Customer or such reduction, as the case may be;
(b) A certified copy of the order or consent, if applicable, of each
governmental or regulatory authority required by law as a prerequisite to the
issuance or reduction of such Shares; and
(c) An opinion of counsel for the Customer with respect to the validity of
the Shares and the status of such the Shares under the Securities Act of 1933,
as amended, and any other applicable law or regulation (i.e., if subject to
---
registration, that they have been registered and that the Registration Statement
has become effective, or, if exempt, the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
--------------------------------------
1. In the case of any negative stock split, recapitalization or other capital
adjustment requiring a change in the form of Share certificates, the Bank will
issue Share certificates in the new form in exchange for, or upon transfer of,
outstanding Share certificates in the old form, upon receiving:
(a) A Certificate authorizing the issuance of Share certificates in the
new form;
(b) A certified copy of any amendment to the Charter with respect to the
change;
(c) Specimen Share certificates for each class of Shares in the new form
approved by the Board of Directors of the Customer, with a Certificate signed by
the Secretary of the Customer as to such approval;
(d) A certified copy of the order or consent of each governmental or
regulatory authority required by law as a prerequisite to the issuance of the
Shares in the new form, and an opinion of counsel for the Customer that the
order or consent of no other governmental or regulatory authority is required;
and
(e) An opinion of counsel for the Customer with respect to the validity of
the Shares in the new form and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable law or regulation (i.e., if
---
subject to registration that the Shares have been registered and that the
Registration Statement has become effective or, if exempt, the specific grounds
therefor).
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2. The Customer shall furnish the Bank with a sufficient supply of blank Share
certificates in the new form, and from time to time will replenish such supply
upon the request of the Bank. Such blank Share certificates shall be properly
signed, by facsimile or otherwise, by Officers of the Customer authorized by law
or by the By-Laws to sign Share Certificates and, if required, shall bear the
corporate seal or a facsimile thereof.
ARTICLE V
ISSUANCE AND TRANSFER OF SHARES
-------------------------------
1. (a) The Bank will issue Share certificates upon receipt of a Certificate
from an Officer, but shall not be required to issue Share certificates after it
has received from an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and the Bank shall
be entitled to rely upon such written notification. The Bank shall not be
responsible for the payment of any original issue or other taxes required to be
paid by the Customer in connection with the issuance of any shares.
(b) Shares will be transferred upon presentation to the Bank of Share
certificates in form deemed by the Bank properly endorsed for transfer,
accompanied by such documents as the Bank deems necessary to evidence the
authority of the person making such transfer, and bearing satisfactory evidence
of the payment of applicable stock transfer taxes. In the case of small estates
where no administration is contemplated, the Bank may, when furnished with an
appropriate surety bond, and without further approval of the Customer, transfer
Shares registered in the name of the decedent where the current market value of
the Shares being transferred does not exceed such amount as may from time to
time be prescribed by the various states. The Bank reserves the right to refuse
to transfer Shares until it is satisfied that the endorsements on Share
certificates are valid and genuine, and for that purpose it may require, unless
otherwise instructed by an Officer of the Customer, a guaranty of signature by a
member firm of the New York Stock Exchange or by a bank or trust company
acceptable to the Bank. The Bank also reserves the right to refuse to transfer
Shares until it is satisfied that the requested transfer is legally authorized,
and it shall incur no liability for the refusal in good faith to make transfers
which the Bank, in its judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis to any claims adverse to such transfer. The
Bank may, in effecting transfers of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the
Uniform Commercial Code, as the same may be amended from time to time,
applicable to the transfer of securities, and the Customer shall indemnify the
Bank for any act done or omitted by it in good faith in reliance upon such laws.
(c) All certificates representing Shares that are subject to restrictions
on transfer (pg. securities acquired pursuant to an investment representation,
securities held by controlling persons, securities subject to stockholders'
agreements, etc.), other than the general restrictions on the transferability of
the Shares described in the Prospectus, shall be stamped with a legend
describing the extent and conditions of the restrictions or referring to the
source of such restrictions. The Bank assumes no responsibility with respect to
the transfer of restricted securities where counsel for the Customer advises
that such transfer may be properly effected.
(d) Notwithstanding the foregoing or any other provision contained in this
Agreement to the contrary, the Bank shall be fully protected by the Customer in
not requiring any instruments,
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documents, assurances, endorsements or guarantees, including, without
limitation; any signature guarantees, in connection with a transfer of Shires
whenever the Bank reasonably believes that requiring the same would be
inconsistent with the transfer procedures as described in the Prospectus.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
---------------------------
1. The Customer shall furnish to the Bank a copy of a resolution of its Board of
Directors, certified by the Secretary or any Assistant Secretary, either (i)
setting forth the date of the declaration of a dividend or distribution, the
date of accrual or payment, as the case may be, the record date as of which
shareholders entitled to payment, or accrual, as the case may be, shall be
determined, the amount per Share of such dividend or distribution, the payment
date on which all previously accrued and unpaid dividends are to be paid, and
the total amount, if any, payable to the Bank on such payment date, or (ii)
authorizing the declaration of dividends and distributions on a periodic basis
and authorizing the Bank to rely on a Certificate setting forth the information
described in subsection (i) of this paragraph.
2. Prior to the payment date specified in such Certificate or resolution, as the
case may be, the Customer shall, in the case of a cash dividend or distribution,
pay to the Bank an amount of cash, sufficient for the Bank to make the payment,
specified in such Certificate or resolution, to the shareholders of record as of
such payment date. The Bank will, upon receipt of any such cash, (i) in the case
of shareholders who are participants in a dividend reinvestment and/or cash
purchase plan of the Customer, reinvest such cash dividends or distributions in
accordance with the terms of such plan, and (ii) in the case of shareholders who
are not participants in any such plan, make payment of such cash dividends or
distributions to the shareholders of record as of the record date by mailing a
check, payable to the registered shareholder, to the address of record or
dividend mailing address. The Bank shall not be liable for any improper payment
made in accordance with a Certificate or resolution described in the preceding
paragraph. If the Bank shall not receive sufficient cash prior to the payment
date to make payments of any cash dividend or distribution pursuant to
subsections (i) and (ii) above to all shareholders of the Customer as of the
record date, the Bank shall, upon notifying the Customer, withhold payment to
all shareholders of the Customer as of the record date until sufficient cash is
provided to the Bank.
3. It is understood that the Bank shall in no way be responsible for the
determination of the rate or form of dividends or distributions due to the
shareholders.
4. It is understood that the Bank shall file such appropriate information
returns concerning the payment of dividends and distributions with the proper
federal, state and local authorities as are required by law to be filed by the
Customer but shall in no way be responsible for the collection or withholding of
taxes due on such dividends or distributions due to shareholders, except and
only to the extent required of it by applicable law.
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ARTICLE VII
CONCERNING THE CUSTOMER
-----------------------
1. Customer shall promptly deliver to the Bank written notice of any change in
the Officers authorized to sign Share certificates, Certificates, notifications
or requests, together with a specimen signature of each new Officer. In the
event any Officer who shall have signed manually or whose facsimile signature
shall have been affixed to blank Share certificates shall die, resign or be
removed prior to issuance of such Share certificates, the Bank may issue such
Share certificates as the Share certificates of the Customer notwithstanding
such death, resignation or removal, and the Customer shall promptly deliver to
the Bank such approvals, adoptions or ratifications as may be required by law.
2. Each copy of the Charter of the Customer and copies of all amendments thereto
shall be certified by the Secretary of State (or other appropriate official) of
the state of incorporation, and if such Charter and/or amendments are required
by law also to be filed with a county or other officer or official body, a
certificate of such filing shall be filed with a certified copy submitted to the
Bank. Each copy of the By-Laws and copies of all amendments thereto, and copies
of resolutions of the Board of Directors of the Customer, shall be certified by
the Secretary or an Assistant Secretary of the Customer under the corporate
seal.
3. It shall be the sole responsibility of the Customer to deliver to the Bank
the Customer's currently effective Prospectus and, for purposes of this
Agreement, the Bank shall not be deemed to have notice of any information
contained in such Prospectus until it is actually received by the Bank.
ARTICLE VIII
CONCERNING THE BANK
-------------------
1. The Bank shall not be liable and shall be fully protected in acting upon any
oral instruction, writing or document reasonably believed by it to be genuine
and to have been given, signed or made by the proper person or persons and shall
not be held to have any notice of any change of authority of any person until
receipt of written notice thereof from an Officer of the Customer. It shall also
be protected in processing Share certificates which it reasonably believes to
bear the proper manual or facsimile signatures of the duly authorized officers
of the Customer and the proper countersignature of the Bank.
2. The Bank may establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as it may deem
advisable and consistent with such rules and regulations generally adopted by
bank transfer agents.
3. The Bank may keep such records as it deems advisable but not inconsistent
with resolutions adopted by the Board of Directors of the Customer. The Bank may
deliver to the Customer from time to time at its discretion, for safekeeping or
disposition by the Customer in accordance with law, such records, papers, Share
certificates which have been cancelled in transfer or exchange and other
documents accumulated in the execution of its duties hereunder as the Bank may
deem expedient, other than those which the Bank is itself required to maintain
pursuant to applicable laws and regulations, and the Customer shall assume all
responsibility for any failure thereafter
6
to produce any record, paper, cancelled Share certificate or other document so
returned, if and when required. The records maintained by the Bank pursuant to
this paragraph which have not been previously delivered to the Customer pursuant
to the foregoing provisions of this paragraph shall be considered to be the
property of the Customer, shall be made available upon request for inspection by
the Officers, employees and auditors of the Customer, and shall be delivered to
the Customer upon request and in any event upon the date of termination of this
Agreement, as specified in Article IX of this Agreement, in the form and manner
kept by the Bank on such date of termination or such earlier date as may be
requested by the Customer.
4. The Bank may employ agents or attorneys-in-fact at the reasonable expense of
the Customer, and shall not be liable for any loss or expense arising out of, or
in connection with, the actions or omissions to act of its agents or
attorneys-in-fact, so long as the Bank acts in good faith and without negligence
or willful misconduct in connection with the selection of such agents or
attorneys-in-fact.
5. The Bank shall not be liable for any loss or damage, including reasonable
attorney's fees, resulting from its actions or omissions to act or otherwise,
except for any loss or damage arising out of its own negligence or willful
misconduct.
6. The Customer shall indemnify and hold harmless the Bank from and against any
and all claims (whether with or without basis in fact or law), costs, demands,
expenses and liabilities, including reasonable attorney's fees, which the Bank
may sustain or incur or which may be asserted against the Bank by reason of or
as a result of any action taken or omitted to be taken by the Bank without its
own negligence or willful misconduct in reliance upon (i) any provision of this
agreement, (ii) the Prospectus, (iii) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed, countersigned or
executed by any duly authorized Officer of the Customer, (iv) any Certificate or
other instructions of an Officer, (v) any opinion of legal counsel for the
Customer or the Bank, or (vi) any law, act, regulation or any interpretation of
the same even though such law, act or regulation may thereafter have been
altered, changed, amended or repealed.
7. Specifically, but not by way of limitation, the Customer shall indemnify and
hold harmless the Bank from and against any and all claims (whether with or
without basis in fact or law), costs, demands, expenses and liabilities,
including reasonable attorney's fees, of any and every nature which the Bank may
sustain or incur or which may be asserted against the Bank in connection with
the genuineness of a Share certificate, the Bank's capacity and authorization to
issue Shares and the form and amount of authorized Shares.
8. At any time the Bank may apply to an Officer of the Customer for written
instructions with respect to any matter arising in connection with the Bank's
duties and obligations under this Agreement, and the Bank shall not be liable
for any action taken or omitted to be taken by the Bank in good faith in
accordance with such instructions. Such application by the Bank for instructions
from an Officer of the Customer may, at the option of the Bank, set forth in
writing any action proposed to be taken or omitted to be taken by the Bank with
respect to its duties or obligations under this Agreement and the date on and/or
after which such action shall be taken, and the Bank shall not be liable for any
action taken or omitted to be taken in accordance with a proposal included in
any such application on or after the date specified therein unless, prior to
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taking or omitting to take any such action, the Bank has received written
instructions in response to such application specifying the action to be taken
or omitted. The Bank may consult counsel to the Customer or its own counsel, at
the expense of the Customer, and shall be fully protected with respect to
anything done or omitted by it in good faith in accordance with the advice or
opinion of such counsel.
9. When mail is used for delivery of non-negotiable Share certificates, the
value of which does not exceed the limits of the Bank's Blanket Bond, the Bank
shall send such non-negotiable Share certificates by first class mail, and such
deliveries will be covered while in transit by the Bank's Blanket Bond.
Nonnegotiable Share certificates, the value of which exceed the limits of the
Bank's Blanket Bond, will be sent by insured registered mail. Negotiable Share
certificates win be sent by insured registered mail. The Bank shall advise the
Customer of any Share certificates returned as undeliverable after being mailed
as herein provided for.
10. The Bank may issue new Share certificates in place of Share certificates
represented to have been lost, stolen or destroyed upon receiving instructions
in writing from an Officer and indemnity satisfactory to the Bank. Such
instructions from the Customer shall be in such form as approved by the Board of
Directors of the Customer in accordance with applicable law or the By-Laws of
the Customer governing such matters. If the Bank receives written notification
from the owner of the lost, stolen or destroyed Share certificate within a
reasonable time after he has notice of it, the Bank shall promptly notify the
Customer and shall act pursuant to written instructions signed by an Officer. If
the Customer receives such written notification from the owner of the lost,
stolen or destroyed Share certificate within a reasonable time after he has
notice of it, the Customer shall promptly notify the Bank and the Bank shall act
pursuant to written instructions signed by an Officer. The Bank shall not be
liable for any act done or omitted by it pursuant to the written instructions
described herein. The Bank may issue new Share certificates in exchange for, and
upon surrender of, mutilated Share certificates.
11. The Bank will issue and mail subscription warrants for Shares, Shares
representing stock dividends, exchanges or splits, or act as conversion agent
upon receiving written instructions from an Officer and such other documents as
the Bank may deem necessary.
12. The Bank will supply shareholder lists to the Customer from time to time
upon receiving a request therefor from an Officer of the Customer.
13. In case of any requests or demands for the inspection of the shareholder
records of the Customer, the Bank will notify the Customer and endeavor to
secure instructions from an officer as to such inspection. The Bank reserves the
right, however, to exhibit the shareholder records to any person whenever it is
advised by its counsel that there is a reasonable likelihood that the Bank will
be held liable for the failure to exhibit the shareholder records to such
person.
14. At the request of an Officer, the Bank will address and mail such
appropriate notices to shareholders as the Customer may direct.
15. Notwithstanding any provisions of this Agreement to the contrary, the Bank
shall be under no duty or obligation to inquire into, and shall not be liable
for:
8
(a) The legality of the issue, sale or transfer of any Shares, the
sufficiency of the amount to be received in connection therewith, or the
authority of the Customer to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the sufficiency of the
amount to be paid in connection therewith, or the authority of the Customer to
request such purchase;
(c) The legality of the declaration of any dividend by the Customer, or
the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
16. The Bank shall be entitled to receive and the Customer hereby agrees to pay
to the Bank for its performance hereunder (i) out-of-pocket expenses (including
reasonable attorney's fees and expenses) incurred in connection with this
Agreement and its performance hereunder, and (ii) the compensation for services
as set forth in Schedule 1.
17. The Bank shall not be responsible for any money, whether or not represented
by any check, draft or other instrument for the payment of money, received by it
on behalf of the Customer, until the Bank actually receives and collects such
funds.
18. The Bank shall have no duties or responsibilities whatsoever except such
duties and responsibilities as are specifically set forth in this Agreement, and
no covenant or obligation shall be implied against the Bank in connection with
this Agreement.
ARTICLE IX
TERMINATION
-----------
Either of the parties hereto may terminate this Agreement by giving to the other
party a notice in writing specifying the date of such termination, which shall
be not less than 60 days after the date of receipt of such notice. In the event
such notice is given by the Customer, it shall be accompanied by a copy of a
resolution of the Board of Directors of the Customer, certified by the Secretary
electing to terminate this Agreement and designating a successor transfer agent
or transfer agents. In the event such notice is given by the Bank, the Customer
shall, on or before the termination date, deliver to the Bank a copy of a
resolution of its Board of Directors certified by the Secretary designating a
successor transfer agent or transfer agents. In the absence of such designation
by the Customer, the Bank may designate a successor transfer agent. If the
Customer fails to designate a successor transfer agent and if the Bank is unable
to find a successor transfer agent, the Customer shall, upon the date specified
in the notice of termination of this Agreement and delivery of the records
maintained hereunder, be deemed to be its own transfer agent and the Bank shall
thereafter be relieved of all duties and responsibilities hereunder. Upon
termination hereof, the Customer shall pay to the Bank such compensation as may
be due to the Bank as of the date of such termination, and shall reimburse the
Bank for any disbursements and expenses made or incurred by the Bank and payable
or reimbursable hereunder.
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ARTICLE X
MISCELLANEOUS
-------------
1. The Customer agrees that prior to effecting any change in the Prospectus
which would increase or alter the duties and obligations of the Bank hereunder,
it shall advise the Bank of such proposed change at least ten business days
prior to the intended date of the same, and shall proceed with such change only
if it shall have received the written consent of the Bank thereto.
2. The indemnities contained herein shall be continuing obligations of the
Customer, its successors and assigns, notwithstanding the termination of this
Agreement.
3. Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Customer shall be sufficiently given if addressed
to the Customer and mailed or delivered to it at 800 Scudders Mill. Road,
Plainsboro, NJ 08536 or at such place as the Customer may from time to time
designate in writing.
4. Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Bank shall be sufficiently given if addressed to
the Bank and mailed or delivered to it at its office at 101 Barclay Street
(22W), New York, New York 10286 or at such other place as the Bank may from time
to time designate in writing.
5. This Agreement may not be amended or modified in any manner except by a
written agreement duly authorized and executed by both parties. Any duly
authorized Officer may amend any Certificate naming Officers authorized to
execute and deliver Certificates, instructions, notices or other instruments,
and the Secretary or any Assistant Secretary may amend any Certificate listing
the shares of capital stock of the Customer for which the Bank performs Services
hereunder.
6. This Agreement shall extend to and shall be binding upon the parties hereto
and their respective successors and assigns; provided however, that this
Agreement shall not be assignable by either party without the prior written
consent of the other party.
7. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.
8. This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original; but such counterparts, together, shall
constitute only one instrument.
9. The provisions of this Agreement are intended to benefit only the Bank and
the Customer, and no rights shall be granted to any other person, by virtue of
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective corporate officer, thereunto duly authorized and their
respective corporate seals. to be hereunto affixed, as of the day and year first
above written.
Attest: MUNIYIELD NEW YORK INSURED FUND, INC.
BY:
- --------------------- -----------------------
Title: TREASURER
---------------------
Attest: THE BANK OF NEW YORK
BY:
- --------------------- -----------------------
Title:
--------------------
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MUNIYIELD NEW YORK INSURED FUND, INC.
STOCK TRANSFER FEE SCHEDULE
Account Maintenance Fee, (per account).. $2.64
Certificate Issuance (per certificate).. $1.20
Check Issuance Fee, (per check)......... $0.25
Fees will be billed monthly and include all services, as illustrated below. Fees
will remain in effect for a period of 2 years from the date of our appointment.
Account Maintenance:
We will:
. Maintain all shareholder name and address records and process all changes.
. Issue and register all certificates.
. Record all certificate transactions.
. Answer shareholder inquiries, including written correspondence.
. Provide hard-copy or microfiche reports of daily transfer activity.
. Address, insert and mail up to three quarterly reports and one annual report.
(The material must be adaptable to automatic equipment.)
. Address, insert and mail proxy cards and standard proxy material for annual
meeting. (The material must be adaptable to automatic equipment.)
. Tabulate proxies and provide terminal access to our database for your annual
meeting.
. Provide a secondary proxy mailing to shareholders who have not voted.
. Provide a shareholder list and a final voted and unvoted list as of the
annual meeting date.
. Mail W-9 certifications.
. Solicit taxpayer identification numbers on new accounts.
. Issue, enclose and reconcile each dividend check.
. File IRS Forms 1099 and 1096 covering dividends paid, plus Forms 1042S and
1042 NRA Tax (for foreign holders).
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. Initiate mailings to shareholders with uncashed dividend checks over one year
old.
. Cease delivery of checks to undeliverable accounts.
. Provide escheatment reporting.
. Provide arrangements for handling restricted stock.
. Process all stock options.
. Place, remove and maintain all stop transfers.
. Process all legal transfers.
. Replace all lost, stolen or destroyed checks and certificates.
. Provide three analytical reports as follows:
1 Geographical Analysis
1 Class Code Analysis
1 Share Range Analysis
. Install and provide access via company terminal to The Bank of New York
database. Training will be completed on site at your offices by personnel
from by The Bank of New York.
Dividend Reinvestment Plan
Account Maintenance Fee................. $3.00
This account maintenance fee will be billed monthly at a rate of $0.25 per
dividend reinvestment account record.
We will:
. Reinvest each dividend
. Process terminations
. Process optional cash payments and send acknowledgements
. Provide an efficient way of purchasing and selling shares through our
Discount Brokerage services. This service is affiliated with our Trust Sector
and will be provided at a discounted rate.
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TERMS OF PROPOSAL
. The Bank of New York does not levy a conversion charge or setup fee for
assumption of records in an automated tape format in connection with our
appointment as Transfer Agent and Registrar. Any charges made by your
existing agent in connection with our assumption of your shareholder
records in an automated tape format would be passed through to your
account.
. Out-of-pocket expenses are defined as costs paid by The Bank of New York
for the purchase of goods or services required to fulfill our obligations
under our agreement. These expenses may include, but not be limited to,
postage, insurance on physical transfer items, and costs for obtaining
prices for security valuations. These expenses are billed at our cost, on a
pro-rata basis for goods and services received.
. There will not be a usage charge applied for utilizing the Bank's Stock
Transfer Inquiry System. Connect time will be billed at cost, based on a
dedicated line or dial-up expense.
. For issuing purchase warrants, stock dividends and splits, the handling of
tenders & exchanges of stock, subscriptions, preparing state information
returns, and any other services not covered by this fee schedule, charges
will be based on an analysis and appraisal of the services rendered.
. All fees are based upon the use of automatic equipment. Any services
requiring manual processing and/or overtime, will result in a special or
higher charge.
. The Bank of New York's minimum charge is $10,000. If at the end of each
year (12 months from appointment date) the total fees are less than the
minimum, the difference will be billed to your account. The fees are
charged on a monthly basis.
. In the event that we do not enter into a written agreement within three
months of the date of this proposal, this offer will be subject to
revision.
Proposal Submitted by:___________________________
Mr. David J. May
Assistant Treasurer
The Bank of New York
January 3, 1992
Proposal Accepted by: _________________________________
MuniYield New York Insured Fund, Inc.
Date: __________________________________
14
SECRETARY'S CERTIFICATE
The undersigned, ________________, hereby certifies that he or she is the
duly elected and acting Secretary of ________________________, a corporation
(the "Corporation"), and further certifies that the following resolutions were
adopted by the Board of Directors of the Corporation at a meeting duly held on
___________, at which a quorum was at all times present and that such
resolutions have not been modified or rescinded and are in full force and effect
as of the date hereof.
RESOLVED, that The Bank of New York, a New York Trust company with its
principal offices located at 48 Wall Street, New York, New York 10286, be
and it hereby is appointed Transfer Agent/Registrar for all of the shares
of the _____________________________________________________ stock
(Class of Stock)
of the _____________________________________________________ stock
(Class of Stock)
of the _____________________________________________________ stock
(Class of Stock)
of the _____________________________________________________ stock
(Class of Stock)
of the Corporation; and further
Resolved that the following individuals have been duly authorized by the Board
of Directors of the Corporation in conformity with the Corporation's Articles of
Incorporation and By-Laws to execute any certificate, instruction, notice or
other instrument, including an amendment hereto, or to give oral instruction on
behalf of the Corporation, and the signatures set forth opposite their
respective names are their true and correct signatures.
Name and Title Signature
-------------- ---------
- -------------------------------------- ---------------------------------
- -------------------------------------- ---------------------------------
- -------------------------------------- ---------------------------------
- -------------------------------------- ---------------------------------
- -------------------------------------- ---------------------------------
- -------------------------------------- ---------------------------------
- -------------------------------------- ---------------------------------
15
Name and Title Signature
-------------- ---------
- -------------------------------------- ---------------------------------
- -------------------------------------- ---------------------------------
- -------------------------------------- ---------------------------------
RESOLVED, that the President, any Vice President, or any other proper officer of
the Corporation, and each of them individually is hereby authorized on behalf of
the Corporation to execute and deliver a Transfer Agency Agreement with The Bank
of New York substantially in the form attached hereto; and further
RESOLVED, that The Bank of New York, be and is hereby authorized and directed to
issue and register respectively from time to time, without further action or
approval by or on behalf of the Corporation, a new certificate or certificates
of stock of the Corporation to replace a certificate or certificates reported
lost, stolen or destroyed, upon receipt by The Bank of New York of an Affidavit
of Loss and surety company Open Penalty Bond of Indemnity, in which the
Corporation is an Obligee, or is included as an Obligee to the same extent as
though its name was set forth in full therein, in form satisfactory to The Bank
of New York in each instance; and further
RESOLVED, that said Bond of Indemnity may be a blanket bond and said Affidavit
of Loss may be an affidavit relating to the non-receipt by an addressee of a
certificate or certificates for such stock mailed by The Bank of New York.
The undersigned hereby certifies the following facts:
1. The authorized and outstanding stock of the Corporation are as follows
(List shares outstanding in any old names and their value for exchange. (If
none, so state):
Number of Shares
-----------------
Authorized by
Certificate of Authorized Total Issued
Class Par Value Incorporation For Issue Treasury Outstanding
- ----- --------- ------------- --------- -------- -----------
2. Set forth below are the number of authorized but unissued shares of said
stock of this Corporation reserved for the purposes indicated:
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3. The name and address of legal counsel for the Corporation is
___________________________________
___________________________________
___________________________________
___________________________________
4. The names and addresses of all of the Transfer Agents and Registrars of
the Stock of the Corporation other than The Bank of New York as follows (If
none, so state):
Class of Stock Transfer Agent(s) Registrar(s)
-------------- ----------------- ------------
- --------------------------- -------------------------- ----------------
- --------------------------- -------------------------- ----------------
5. The consolidated records of all stockholders accounts showing shares
held and a complete record of all stock certificates outstanding is to be
maintained by the Transfer Agent.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Corporation
as of the _________ day of _____________.
_________________________
Secretary
17