ARTICLES OF MERGER
..between
LMP REAL ESTATE INCOME FUND INC.
(a Maryland corporation)
and
XXXX XXXXX FUNDS TRUST
(a Maryland statutory trust)
LMP Real Estate Income Fund Inc., a corporation duly
organized and existing under the laws of the State of Maryland
("RIT"), and Xxxx Xxxxx Funds Trust, a statutory trust duly
... formed and existing under the laws of the State of Maryland
("LMF"), do hereby certify that:
FIRST: RIT and LMF agree to merge.
SECOND: The name and place of incorporation or formation
of each party to these Articles of Merger are LMP Real Estate
Income Fund Inc., a Maryland corporation, and Xxxx Xxxxx Funds
Trust, a Maryland statutory trust. LMF shall survive the merger
as the successor entity and shall continue under the name "Xxxx
Xxxxx Funds Trust" *as a statutory trust formed under the laws
of the State of Maryland.
THIRD: RIT, the merging entity, has its principal office
in the State of Maryland in Baltimore City and does not own an
interest in land in the State of Maryland. LMF, the surviving
entity, has its principal office in the State of Maryland in
Baltimore City.
FOURTH: The terms and conditions of the transaction set
forth in these Articles of Merger were advised, authorized, and
approved by each entity party to these Articles of Merger in the
manner and by the vote required by its charter or governing
instrument or certificate of trust, as the case may be, and the
laws of the State of Maryland. The manner of approval was as
follows :
(a) The Board of Directors of RIT at a
meeting held on October 21, 2015 adopted resolutions
which declared that the proposed merger was advisable
on substantially the terms and conditions set forth or
referred to in the resolutions and directed that the
proposed merger be submitted for consideration at a
special meeting of stockholders of RIT. Notice, which
stated that a purpose of the special meeting was to act
on the proposed merger, was given by RIT as required
by law. The proposed merger was approved by the
stockholders of RIT at the special meeting of
stockholders held on May 18, 2016 by the affirmative
v:ote of a majority of all the votes entitled to be
cast on the matter.
4819-2629-0738 .2
*(b) As permitted by the governing
instrument of LMF, the proposed merger was approved
by the Trustees of LMF at a meeting held on October
21, 2015 by a majority of the Trustees present at a
meeting at which quorum was present. *
FIFTH: No amendment to the certificate of trust of LMF is
to be effected as a part of the merger.
SIXTH: The total number of shares of capital stock or
beneficial interest of all classes or series which RIT or LMF,
respectively, has authority to issue, the number of shares of
each class or series which RIT or LMF, respectively, has
authority to issue, and the par value of the shares of each class
or series which RIT or LMF, respectively, has authority to issue
are as follows:
(a) The total number of shares of stock of
all classes or series which RIT has authority to issue
is 100,000,000 shares, all of which are classified and
designated as "Common Stock", $0.001 par value per
share ("RIT Common Stock"). The aggregate par value of
all the shares of stock of all classes or series of RIT
is $100,000.
(b} The total number of shares of beneficial
interest of all classes or series which LMF has
authority to issue is unlimited. A series of shares
has been created ahd designated as "ClearBridge Real
Estate Opportunities Fund'',
$0.00001 par value per share (CRO"). The number of
authorized shares of ClearBridge Real Estate
Opportunities Fund is unlimited.
SEVENTH: The manner and basis of converting or exchanging
issued shares of RIT Common Stock into shares of CRO or other
consideration, and the treatment of any issued shares of RIT
Common Stock ot to be converted or exchanged, are as follows:
(a) Each issued and outstanding share of CRO
on the effective time of the merger shall continue,
without change as to class, series or otherwise, to be
an issued and outstanding share of CRO. *
(b) Each issued and outstanding share of RIT
Common.Stock on the effective time of the merger shall
be converted into, and become, an equivalent dollar
amount (to the nearest $0.00 I ) of full shares of
CRO, based on the net asset value per share of CRO and
RIT Common Stock calculated at 4:00
p.m. on the business day preceding the effective time
of the merger (the "Common Stock Consideration"). In
lieu of issuance of fractional shares of RIT
Common Stock, cash will be paid in an amount equal to the
value of the fractional shares of CRO each former holder of
RIT Common Stock would otherwise have received in the
merger (the "Common Cash Consideration" and, together with
the Common Stock Consideration, the "Common Merger
Consideration").
(c) As soon as practicable following the
effective time of the merger, each holder of issued and
outstanding shares of RJT Common Stock shall
4819-2629-0738.2
be entitled to surrender to LMF the certificates or
the book-entry shares representing the shares of RIT
Common Stock held by such holder immediately prior to
the effective time of the merger, and, upon such
surrender, shall be entitled to receive the Common
Merger Consideration, without interest.
EIGHTH: The merger shall become effective immediately upon
acceptance for record of these Articles of Merger by the State
Department of Assessments and Taxation of Maryland.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)
IN WITNESS WHEREOF, each of LMP Real Estate Income Fund Inc. and Xxxx
Xxxxx Funds Trust has caused these presents to be signed in its name and on
its behalf by its Chairman, President and Chief Executive Officer and
witnessed by its Assistant
Secretary on June ____, 2016.
ATTEST: LMP REAL ESTATE INCOME FUND INC.
(a Maryland corporation)
By:/s/ Xxxxxx X. Xxxx /s/ Xxxx Trust
Xxxxxx X. Xxxx Xxxx Trust
Assistant Secretary Chairman, President and Chief
Executive Officer
ATTEST: XXXX XXXXX FUNDS TRUST
(a Maryland statutory trust)
By:/s/ Xxxxxx X. Xxxx /s/ Xxxx Trust
Xxxxxx X. Xxxx Xxxx Trust
Assistant Secretary Chairman, President and Chief
Executive Officer
THE UNDERSIGNED, Chairman, President and Chief Executive Officer
of LMP Real Estate Income Fund Inc., who executed on behalf of
said corporation the foregoing Articles of Merger of which this
certificate is made a part, hereby acknowledges in the name and
on behalf of said corporation the foregoing Articles of Merger to be
the corporate act of said corporation and hereby certifies that to
the best of her knowledge, information and belief the matters and
facts set forth therein with respect to the authorization and
approval thereof are true in all material respects under the
penalties of perjury.
/s/ Xxxx Trust
Chairman, President and Chief Executive Officer
THE UNDERSIGNED, Chairman, President and Chief Executive
Officer of Xxxx Xxxxx Funds Trust, who executed on behalf of said
statutory trust the foregoing Articles of Merger of which this
certificate is made a part, hereby acknowledges in the name and on
behalf of said statutory trust the foregoing Articles of Merger to
be the act of said statutory trust and hereby certifies that to the
best of her knowledge, information and belief the matters and facts
set forth therein with respect to the authorization and approval
thereof are true in all material respects
under the penalties of perjury.
/s/Xxxx Trust
Chairman, President and Chief Executive Officer
I
