Exhibit 1(h)
ARTICLES OF TRANSFER
FROM XXXXXXX XXXXX BALANCED FUND FOR
INVESTMENT AND RETIREMENT, INC., A MARYLAND CORPORATION
TO XXXXXXX XXXXX GLOBAL ALLOCATION FUND
A MARYLAND CORPORATION
THESE ARTICLES OF TRANSFER are made and entered into as of the 1st day of
March, 1996, by and between Xxxxxxx Xxxxx Balanced Fund for Investment and
Retirement, 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 full 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 4:15 p.m. on March 1, 1996.
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 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 Transferor held on October 13, 1995, and by the subsequent
approval of stockholders at a meeting of the stockholders of the Transferor held
on December 21, 1995 at 9:00 A.M., and ultimately adjourned and held on January
25, 1996.
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 October 2, 1995.
EIGHTH: These Articles of Transfer shall be effective at the very
beginning of the day on March 4, 1996.
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 Executive Vice President and attested by its Assistant 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 BALANCED FUND FOR
INVESTMENT AND RETIREMENT, INC.
/s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxx
------------------------------ ----------------------------------
Xxxxx Xxxxx
Secretary Name: Xxxxx X. Xxxxx
Title: Executive Vice President
ATTEST: XXXXXXX XXXXX GLOBAL ALLOCATION
FUND, INC.
/s/ Xxxxx X. Xxxxxxx, III By: /s/ Xxxxx X. Xxxxx
------------------------------ ----------------------------------
Xxxxx X. Xxxxxxx, III
Assistant Secretary Name: Xxxxx X. Xxxxx
Title: Executive Vice President
