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ARTICLES OF TRANSFER
FROM XXXXXXX XXXXX SMALL CAP VALUE FUND, INC.,
A MARYLAND CORPORATION,
TO MASTER SMALL CAP VALUE TRUST,
A DELAWARE BUSINESS TRUST
THESE ARTICLES OF TRANSFER are made and entered into as of the 5th day
of September, 2000, by and between Xxxxxxx Xxxxx Small Cap Value Fund, Inc., a
Maryland corporation (the "Transferor"), and Master Small Cap Value Trust, a
Delaware business trust (the "Transferee").
FIRST: The Transferor agrees to convey and transfer 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 Delaware.
THIRD: The name, address and principal place of business of the
Transferee is Xxxxxxx Xxxxx Small Cap Value Fund, Inc., 000 Xxxxxxxx Xxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000.
FOURTH: The Transferor maintains its principal office in the State of
Maryland in Baltimore. The Transferor does not own an interest in land in the
State of Maryland.
FIFTH: The Transferee maintains its principal office in the State of
Delaware in Wilmington. The Transferee does not own an interest in land in the
State of Delaware.
SIXTH: 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 interest of the
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Transferor in the assets of the Transferee calculated in accordance with the
Declaration of Trust of the Transferee, dated May 2, 2000.
SEVENTH: 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 May 2, 2000, and by the subsequent approval
of stockholders at a meeting of the stockholders of the Transferor held on July
17, 2000 at 9:00 A.M.
EIGHT: 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 Declaration of Trust
and the laws of the State of Delaware at a meeting of the Board of Trustees of
the Transferee held on May 2, 2000.
NINTH: These Articles of Transfer shall be effective on September 5,
2000.
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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 or business trust, respectively, 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 SMALL CAP VALUE FUND, INC.
/s/ XXXXXX X. XXXXX, III By: /s/ XXXXX X. XXXXX
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Xxxxxx X. Xxxxx, III Name: Xxxxx X. Xxxxx
Secretary Title: President
ATTEST: MASTER SMALL CAP VALUE TRUST
/s/ XXXXXX X. XXXXX, III By: /s/ XXXXX X. XXXXX
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Xxxxxx X. Xxxxx, III Name: Xxxxx X. Xxxxx
Secretary Title: President
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