Exhibit 1(m)
ARTICLES OF TRANSFER
FROM XXXXXXX XXXXX ASSET GROWTH FUND, INC.,
A MARYLAND CORPORATION,
TO XXXXXXX XXXXX GLOBAL ALLOCATION FUND, INC.,
A MARYLAND CORPORATION
THESE ARTICLES OF TRANSFER are made and entered into as of the 19/th/ day
of July, 2000, by and between Xxxxxxx Xxxxx Asset Growth Fund, Inc., a Maryland
corporation (the "Transferor"), and Xxxxxxx Xxxxx Global Allocation Fund, Inc.,
a Maryland corporation (the "Transferee").
FIRST: The Transferor agrees to convey and transfer substantially all of
its assets to the Transferee as hereinafter set forth.
SECOND: (a) The Transferor was incorporated under the laws of the State of
Maryland.
(b) The Transferee was incorporated under the laws of the State of
Maryland.
THIRD: The name, address and principal place of business of the Transferee
is Xxxxxxx Xxxxx Global Allocation Fund, Inc., 000 Xxxxxxxx Xxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000.
FOURTH: The Transferor and the Transferee maintain their principal office
in the State of Maryland in Baltimore City. Neither the Transferor nor the
Transferee owns an interest in land in the State of Maryland.
FIFTH: The nature of the consideration to be paid by the Transferee for
the conveyance and transfer of substantially all of the assets of the Transferor
shall be shares of the Transferee's Common Stock of an aggregate net asset value
equal (to the nearest one ten-thousandth of one cent) to the value of assets of
the Transferor acquired, reduced by the amount of liabilities assumed by the
Transferee, both determined as of July 21, 2000.
SIXTH: The terms and conditions of the transactions set forth in these
Articles of Transfer have been advised, authorized and approved by the
Transferor in the manner by the vote required by its Articles of Incorporation
and the laws of the State of Maryland at a meeting of the Board of Directors of
the Transferor held on January 12, 2000, and by the subsequent approval of
stockholders at a meeting of the stockholders of the Transferor held on May 31,
2000 at 9:15 AM.
SEVENTH: The terms and conditions of the transaction set forth in these
Articles of Transfer have been advised, authorized and approved by the
Transferee in the manner and by the vote required by its Articles of
Incorporation and the laws of the State of Maryland at a meeting of the Board of
Directors of the Transferee held on January 20, 2000.
EIGHTH: These Articles of Transfer shall be effective at the very beginning
of the day on July 24, 2000.
IN WITNESS WHEREOF, each party to these Articles of Transfer has caused
these Articles to be signed and acknowledged in its name and on its behalf by
its President and attested by its Secretary, on the day and year first above
written, and each such signatory hereby acknowledges the same to be the act and
deed of such corporation, and that to the best of his knowledge, information and
belief, all matters and facts stated herein are true in all material respects,
such statements being made under the penalties of perjury.
Attest: Xxxxxxx Xxxxx Global Allocation Fund, Inc.
/s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------------- ---------------------------------------
Xxxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxx
Secretary Title: President
Attest: Xxxxxxx Xxxxx Asset Growth Fund, Inc.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
------------------------------- ---------------------------------------
Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Secretary Title: President
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