Exhibit (a)(6)
ARTICLES OF TRANSFER
between
GLOBAL/INTERNATIONAL FUND, INC.
(a Maryland Corporation)
and
XXXXXXX INTERNATIONAL RESEARCH FUND, INC.
(a Maryland Corporation)
These Articles of Transfer are entered into this 18th day of June 2001,
by and between Global/International Fund, Inc., a Maryland corporation (which is
hereinafter call the "Transferor"), and Xxxxxxx International Research Fund,
Inc. (f/k/a Xxxxxx Global/International Fund, Inc.), a Maryland corporation
(which is hereinafter called the "Transferee").
THIS IS TO CERTIFY TO THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
OF MARYLAND THAT:
FIRST: The Transferor agrees to sell, assign and transfer to Transferee
all the property and assets of the Transferor that is allocated to the Xxxxxx
Global Blue Chip Fund series of the Transferor's capital stock, as hereafter set
forth.
SECOND: The name and place of incorporation of each entity which is a
party to these Articles of Transfer are as follows:
Transferor is Global/International Fund, Inc. The Transferor is a
corporation organized under the laws of the State of Maryland.
Transferee is Xxxxxxx International Research Fund, Inc. (f/k/a Xxxxxx
Global/International Series, Inc.). The Transferee is a corporation organized
under the laws of the State of Maryland.
THIRD: The name, address and principal place of business of the
Transferee is: Global/International Fund, Inc., c/o The Corporation Trust
Incorporated, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
FOURTH: The principal office of the Transferor in the State of Maryland
is in Baltimore City. The principal office of the Transferee in the State of
Maryland is in Baltimore City. Neither the Transferor nor the Transferee owns
any interest in real property in this State.
FIFTH: The nature and amount of the consideration to be paid,
transferred or issued by the Transferee for the Transferred Assets (as
hereinafter defined) shall be as follows:
Transferee will issue to Transferor that number of full and fractional
Class A, Class B or Class C shares of the Global Fund series of the Transferee's
capital stock determined by dividing the value of the Transferred Assets net of
any liabilities that are allocated to the Xxxxxx Global Blue Chip Fund series of
the Transferor's capital stock with respect to each of the Class A, Class B and
Class C shares of the Xxxxxx Global Blue Chip Fund, by the net asset value of
one corresponding share (i.e., Class A to Class A, Class B to Class B, and Class
C to Class C) of the Global Fund series of the Transferee's capital stock;
provided, however, in the event that there are no Class A, Class B and/or Class
C shares of the Global Fund series issued and outstanding at the time set for
valuing the Transferred Assets, then the net asset value of the applicable
corresponding share (Class A, Class B and/or Class C of the Global Fund series)
shall be equal to the net asset value of one Class S share of the Global Fund
Series, all as further determined in accordance with the terms and conditions
set forth in an Agreement and Plan of Reorganization dated as of January 18,
2001 by and among Transferee, on behalf of its Global Fund series, Transferor,
on behalf of its Xxxxxx Global Blue Chip Fund series, and Zurich Xxxxxxx
Investments, Inc., investment advisor to the Global Fund series of the
Transferee and the Xxxxxx Global Blue Chip Fund series of the Transferor (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 the 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 allocated to the to
the Xxxxxx Global Blue Chip Fund series of the Transferor's capital stock as
described in the Agreement (the "Transferred Assets"), and Transferee and its
successors and assigns do hereby assume those debts and obligations of
Transferor described in the Agreement.
SEVENTH: 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 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
shareholders of the Xxxxxx Global Blue Chip Fund series of the Transferor for
consideration and approval. The shareholders of the Xxxxxx Global Blue Chip Fund
series of the Transferor, at a special meeting duly called and held, duly
authorized and adopted a resolution approving the proposed transaction described
herein.
EIGHTH: 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 special meeting
duly called and held, duly authorized and adopted a resolution approving the
proposed transaction described herein.
NINTH: These Articles of Transfer are being filed for informational
purposes only. The Transferred Assets do not constitute all or substantially all
of the assets of the Transferor. The Transferred Assets constitute all or
substantially all of the assets of the Transferor allocated to the Xxxxxx Global
Blue Chip Fund series of the Transferor's capital stock.
TENTH: These Articles of Transfer may be executed in one or more
counterparts, each of which, when taken together, shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, on this 18th day of June, 2001, each party hereto
has caused these Articles of Transfer to be executed and acknowledged in its
name and on its behalf by its president or vice president and attested to by its
secretary or assistant secretary; and the president or vice president of the
Transferor and the president or vice president of the Transferee acknowledge
that these Articles of Transfer are the act of the party on whose behalf such
individual is executing the Articles of Transfer, and the president or vice
president of the Transferor and the president or vice president of the
Transferee 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 or her knowledge, information
and belief, and that this statement is made under the penalties for perjury.
XXXXXXX INTERNATIONAL RESEARCH
FUND, INC.
/s/Xxxxxxx X. Xxxx By: /s/Xxxx X. Xxxxxx
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Xxxxxxx X. Xxxx Xxxx X. Xxxxxx
Secretary
GLOBAL INTERNATIONAL FUND, INC.
/s/Xxxxxxxx Xxxxxxx By: /s/Xxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxx
Assistant Secretary Vice President
