Exhibit (a)(12)
XXXXXXX INSTITUTIONAL FUND, INC.
ARTICLES OF TRANSFER
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These ARTICLES OF TRANSFER are entered into this 3rd day of April,
1998, by and between Xxxxxxx Institutional Fund, Inc., a Maryland corporation
(hereinafter referred to as "Transferor"), and Xxxxxxx International Fund, Inc.,
a Maryland corporation (hereinafter referred to as "Transferee").
THIS IS TO CERTIFY TO THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
OF MARYLAND THAT:
FIRST: Transferor does hereby agree to sell, assign and transfer
substantially all of its property and assets to Transferee, its successors and
assigns, as hereafter set forth.
SECOND: The name and state of incorporation of each entity which is a
party to these Articles of Transfer are as follows:
Transferor is Xxxxxxx Institutional Fund, Inc., a corporation
incorporated under the laws of the State of Maryland.
Transferee is Xxxxxxx International Fund, Inc., a corporation
incorporated under the laws of the State of Maryland.
THIRD: The name, post office address and principal place of business of
Transferee is: Xxxxxxx International Fund, Inc., 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000.
FOURTH: The principal office of Transferor in the State of Maryland is
in Baltimore City. The principal office of Transferee in the State of Maryland
is in Baltimore City. Transferor does not own an interest in any real property
the title to which could be affected by the recording of an instrument among the
land records of any county in the State of Maryland.
FIFTH: The nature and amount of the consideration to be paid,
transferred or issued by Transferee for the property and assets of Transferor
shall be as follows:
On the Closing Date (as hereinafter defined), Transferee will issue to
Transferor that number of shares of the Xxxxxxx International Shares class of
the International Fund series of Transferee's capital stock determined by
dividing the value of the net assets of Transferor as of the close of regular
trading on the New York Stock Exchange on the Closing Date, by the net asset
value of one share of the International Shares class of the International Fund
series of the Transferee's capital stock as of the close of regular trading on
the New York Stock Exchange on the Closing Date, all as further determined in
accordance with the terms and conditions set forth in an Agreement and Plan of
Reorganization, as amended, dated as of September 18, 1997, by and between
Transferor and Transferee (the "Agreement").
SIXTH: In accordance with the terms and conditions of the Agreement, in
consideration of the issuance of the shares of capital stock of Transferee as
described in Article FIFTH above, Transferor does hereby bargain, sell, grant,
convey, transfer, set over and assign to Transferee and its successors and
assigns, all of the property and assets of Transferor described in the
Agreement, and Transferee and its successors and assigns do hereby assume those
debts and obligations of Transferor described in the Agreement.
SEVENTH: These Articles of Transfer shall become effective at 4:01 p.m.
EST on April 3, 1998 (the "Closing Date").
EIGHTH: The terms and conditions of the transaction set forth in these
Articles of Transfer were advised, authorized and approved by Transferor in the
manner and by the vote required by its Charter and the laws of the State of
Maryland as follows: The Board of Directors of Transferor, at a regular meeting
duly called and held, duly authorized and adopted a resolution declaring that
the terms and conditions of the proposed transaction described herein were
advisable, and directed that the proposed transaction be submitted to the
stockholders of Transferor for consideration and approval. The stockholders of
Transferor, at a special meeting duly called and held, duly authorized and
adopted a resolution approving the proposed transaction described herein.
NINTH: The terms and conditions of the transaction set forth in these
Articles of Transfer were advised, authorized and approved by Transferee in the
manner and by the vote required by its Charter and the laws of the State of
Maryland as follows: The Board of Directors of Transferee, at a regular meeting
duly called and held, duly authorized and adopted a resolution approving the
proposed transaction described herein.
TENTH: These Articles of Transfer may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, on this 3rd day of April, 1998, each party hereto
has caused these Articles of Transfer to be executed and acknowledged in its
name and on its behalf by its President and attested to by its Secretary; and
each President acknowledges that these Articles of Transfer are the act of the
party on whose behalf such individual is executing the Articles of Transfer, and
each President further acknowledges that, as to all matters or facts set forth
herein which are required to be verified under oath, such matters and facts are
true in all material respects to the best of his/her knowledge, information and
belief, and that this statement is made under the penalties for perjury.
ATTEST: XXXXXXX INSTITUTIONAL FUND, INC.
/s/Xxxxxx X. XxXxxxxxx By: /s/Xxxxxx Xxxxxx
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Xxxxxx X. McDongouh, Secretary Xxxxxx Xxxxxx, President
ATTEST: XXXXXXX INTERNATIONAL FUND, INC.
/s/Xxxxxx X. XxXxxxxxx By: /s/Xxxxxxxx Xxxxx
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Xxxxxx X. McDongouh,, Secretary Xxxxxxxx Xxxxx, President
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