ARTICLES OF TRANSFER
between
XXXXX & STEERS DIVIDEND MAJORS FUND, INC.
and
XXXXX & XXXXXX TOTAL RETURN REALTY FUND, INC.
Xxxxx & Steers Dividend Majors Fund, Inc., a Maryland corporation (herein
sometimes called "Transferor"), and Xxxxx & Steers Total Return Realty Fund,
Inc., a Maryland corporation (herein sometimes called "Transferee"), hereby
certify to the State Department of Assessments and Taxation of Maryland that:
FIRST: Transferor has agreed to sell and transfer all of its property and
assets to Transferee.
SECOND: The names of the corporations party to these Articles of Transfer
are Xxxxx & Steers Dividend Majors Fund, Inc. and Xxxxx & Steers Total Return
Realty Fund, Inc. Both corporations are organized and existing under the laws
of the State of Maryland.
THIRD: The principal office of Transferor in Maryland is located in
Baltimore City, Maryland. The principal office of Transferee in Maryland is
located in Baltimore City, Maryland. Transferor does not own any interest in
land in the State of Maryland.
FOURTH: The address and principal place of business of Transferee are 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
FIFTH: The nature and amount of the consideration to be paid, transferred
or issued by Transferee for the property and assets of Transferor are as
follows:
Transferee will:
(a) assume all of the liabilities of Transferor;
(b) subject to (c) below, issue to Transferor, for subsequent
distribution to the stockholders of Transferor in actual or constructive
exchange for the shares of common stock, par value $0.001 per share, of
Transferor held by its stockholders, the number of shares of Transferee's
common stock, par value $0.001 per share, having an aggregate net asset value
equal to the value of the properties and assets of the Transferor
attributable to common shares of the Transferor less the value of the
liabilities attributable to such shares assumed by the Transferee, all
determined and computed as of the Effective Time by State Street Bank and
Trust Company ("Custodian").
(c) No fractional shares of common stock of Transferee will be
distributed to the stockholders of Transferor. In lieu thereof, Custodian
will aggregate all fractional shares of Transferee common stock otherwise
distributable to the stockholders of Transferor and sell the resulting full
shares of Transferee common stock on the New York Stock Exchange at the then
current market price for such shares for the account of each Transferor
stockholder entitled to receive such fractional shares of Transferee common
stock, and each such stockholder will receive his pro rata share of the
proceeds of such sale without interest.
(d) The foregoing terms, together with related terms and
conditions, are further set forth in the Agreement and Plan of
Reorganization, dated as of December 10, 2013, between Transferor and
Transferee.
SIXTH: (a) The Board of Directors of Transferor at a meeting duly called
and held on December 10, 2013, adopted resolutions declaring that the
transaction set forth in these Articles of Transfer (the "Reorganization") is
advisable and directing that the Reorganization be submitted for action
thereon by the stockholders of Transferor at a special stockholders meeting.
The Reorganization was approved by the stockholders of Transferor at a
special meeting duly called for such purpose and convened on April 24, 2014
by at least the affirmative vote of the holders of a majority of the
outstanding shares of common stock of the Transferor. By such actions, the
terms and conditions of the Reorganization were duly advised by the Board of
Directors and authorized and approved by the stockholders of Transferor in
the manner and by the vote required by the laws of Maryland and Transferor's
Charter.
(b) The Board of Directors of Transferee, at a meeting duly called and
held on December 10, 2013, adopted resolutions approving the Reorganization
and directing that the issuance of shares in the Reorganization be submitted
for action by the stockholders of Transferee at a special stockholders
meeting. The stockholders of Transferee approved the issuance of shares of
the Transferee in connection with the Reorganization at a meeting duly called
for such purpose and convened on April 24, 2014, by at least the vote
required by the listing rules of the New York Stock Exchange. By such
actions, the terms and conditions of the Reorganization were duly advised by
the Board of Directors and authorized and approved by the stockholders of
Transferee in the manner and by the vote required by the laws of Maryland,
the Transferee's Charter, and the rules of the New York Stock Exchange.
SEVENTH: These Articles of Transfer will become effective in accordance
with the laws of the State of Maryland at 5:00 p.m., Eastern time, on June
13, 2014 (the "Effective Time").
EIGHTH: These Articles of Transfer may be executed in counterparts. All
counterparts shall collectively constitute the Articles of Transfer.
IN WITNESS WHEREOF, Transferor and Transferee each caused these Articles
to be signed in its respective corporate name and on its behalf by its
President and attested by its Assistant Secretary as of the 9th day of June,
2014, and each officer signing or attesting this document below on behalf of
Transferor and Transferee, respectively, acknowledges it to be the corporate
act of Transferor and Transferee, respectively, and states that, to the best
of his/her knowledge, information and belief, all matters and facts set forth
herein with respect to the authorization and approval by Transferor and
Transferee, respectively, of the transaction provided for in these Articles
are true in all material respects and that this statement is made under the
penalties for perjury.
ATTEST: XXXXX & XXXXXX TOTAL
RETURN REALTY FUND, INC.
/s/ Xxxx X. Xxxxx___ By: /s/ Xxxx X._Xxxxxxxx (SEAL)
Xxxx X. Xxxxx Xxxx Xxxxxxxx
Assistant Secretary President
ATTEST: XXXXX & XXXXXX DIVIDEND
MAJORS FUND, INC.
/s/ Xxxx X. Xxxxx___ By: /s/ Xxxx X._Derechin (SEAL)
Xxxx X. Xxxxx Xxxx Xxxxxxxx
Assistant Secretary President
- 2 -
Exhibit 77(M)(1)
