AGREEMENT OF MERGER
BETWEEN
FOF, INC.
and
FRANKLIN OPTION FUND, INC.
This Agreement of Merger is entered into between FOF, INC.,
a California corporation (herein "Surviving Corporation") and
Franklin Option Fund, Inc., a Hawaii corporation (herein "Merging
Corporation").
The parties hereto mutually agree as follows:
1. Merging Corporation shall be merged into Surviving
Corporation, which shall be governed by the laws of the State of
California.
2. Each outstanding share and any fractional shares of
Merging Corporation shall be converted to an equivalent number of
shares of Surviving Corporation.
3. The outstanding shares of Surviving Corporation
immediately prior to the effectiveness of the merger shall be
redeemed and cancelled upon payment to the holders thereof of
cash equal to such shares' respective proportionate interest in
the net assets of the corporation at such time.
4. Article I of the Articles of Incorporation of the
Surviving Corporation is amended to read as follows:
"The name of this corporation is FRANKLIN OPTION FUND."
5. Merging Corporation shall from time to time, as and when
requested by Surviving Corporation, execute and deliver all such
documents and instruments and take all such action necessary or
desirable to evidence or carry out this merger.
6. The effect of the merger and the effective date of the
merger are as prescribed by law.
IN WITNESS WHEREOF, the parties have executed this Agreement
this 22nd day of April, 1983.
FOF, INC.
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Secretary
FRANKLIN OPTION FUND
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Secretary
OFFICERS' CERTIFICATE
OF
F 0 F, INC.
Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx certify that:
1. They are the president and secretary, respectively, of F
0 F, INC., a California corporation.
2. The Agreement of Merger in the form attached was duly
approved by the Board of Directors of the corporation.
3. The total number of outstanding shares of the only class
of shares of the corporation entitled to vote is 10.
4. The principal terms of the Agreement of Merger in the
form attached were approved by a vote of the outstanding shares
which exceeded the vote required, which requirement was a
majority of the outstanding shares.
We further declare under penalty of perjury under the laws
of the State of California that the matters set forth in this
Certificate are true and correct of our own knowledge.
Dated: April 22, 1983
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Secretary
OFFICERS' CERTIFICATE
OF
FRANKLIN OPTION FUND, INC.
Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx certify that:
1. They are the president and secretary, respectively, of
Franklin Option Fund, Inc., a Hawaii corporation.
2. The Agreement of Merger in the form attached was duly
approved by the Board of Directors of the corporation.
3. The total number of outstanding shares of the only class
of shares of the corporation entitled to vote is 919,164.
4. The principal terms of the Agreement of Merger in the
form attached were approved by a vote of the outstanding shares
which exceeded the vote required, which requirement was seventy-
five (75%) percent of the outstanding shares.
We further declare under penalty of perjury under the laws
of the State of California that the matters set forth in this
Certificate are true and correct of our own knowledge.
Dated: April 22, 1983
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxx, Secretary
Xxxxxx X. Xxxxx, Secretary
