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
- 3 -
Exhibit 77Q-1
