ARTICLES OF MERGER
between
CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.
(a Maryland corporation)
and
CLEARBRIDGE AMERICAN ENERGY MLP FUND INC.
(a Maryland corporation)
ClearBridge Energy Midstream Opportunity Fund Inc., a corporation duly organized and existing under the laws of the State of Maryland (“EMO”), and ClearBridge American Energy MLP Fund Inc., a corporation duly organized and existing under the laws of the State of Maryland (“CBA”), do hereby certify that:
FIRST: EMO and CBA agree to merge.
SECOND: The name and place of incorporation of each party to these Articles of Merger are ClearBridge Energy Midstream Opportunity Fund Inc., a Maryland corporation, and ClearBridge American Energy MLP Fund Inc., a Maryland corporation. EMO shall survive the merger as the successor corporation and shall continue under the name “ClearBridge Energy Midstream Opportunity Fund Inc.” as a corporation incorporated under the laws of the State of Maryland.
THIRD: EMO has its principal office in the State of Maryland in Baltimore City. CBA 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.
FOURTH: The terms and conditions of the transaction set forth in these Articles of Merger were advised, authorized, and approved by each corporation party to these Articles of Merger in the manner and by the vote required by its charter and the laws of the State of Maryland. The manner of approval was as follows:
(a) The Board of Directors of EMO at a meeting held on May 22, 2018 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 EMO. Notice, which stated that a purpose of the special meeting was to act on the proposed merger, was given by EMO as required by law. The proposed merger was approved at a special meeting of stockholders held November 7, 2018 by (i) the affirmative vote of the holders of at least a majority of all of the votes entitled to be cast on the matter, voting together, and (ii) the affirmative vote of the holders of at least a majority of all of
State of Maryland | Larry Hogan | |
Department of | Governor | |
Assessments and Taxation
Charter Division |
Michael L. Higgs | |
Acting Director |
Date: 11/15/2018
HIQ CORPORATE SERVICES, INC.
715 SAINT PAUL ST
BALTIMORE MD 21202-2311
THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:
ENTITY NAME | : CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC. | |
DEPARTMENT ID | : D14048078 | |
TYPE OF REQUEST | : ARTICLES OF MERGER | |
DATE FILED | : 11-15-2018 | |
TIME FILED | : 01:48 PM | |
RECORDING FEE | : $100.00 | |
EXPEDITED FEE | : $425.00 | |
FILING NUMBER | : 1000362011654623 | |
CUSTOMER ID | : 0003692919 | |
WORK ORDER NUMBER | : 0004909496 |
PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.
Charter Division
Baltimore Metro Area (410) 767-1350
Outside Metro Area (888) 246-5941
301 West Preston Street-Room 801-Baltimore, Maryland 21201-2395
Telephone (410)767-4950 / Toll free in Maryland (888)246-5941
MRS (Maryland Relay Service) (800)735-2258 TT/Voice
ENTITY TYPE: | ORDINARY BUSINESS - STOCK | |
STOCK: | Y | |
CLOSE: | N | |
PRINCIPAL OFFICE: | 2405 YORK ROAD SUITE 201 LUTHERVILLE TIMONIUM MD 21093-2264 | |
RESIDENT AGENT: | THE CORPORATION TRUST INCORPORATED 2405 YORK ROAD SUITE 201 LUTHERVILLE TIMONIUM MD 21093-2264 |
COMMENTS:
THIS AMENDMENT RECORD INDICATES THE MERGER INVOLVING THE FOLLOWING ENTITIES:
SURVIVOR:
(D14048078) CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.
MERGED ENTITIES:
(D15089139) CLEARBRIDGE AMERICAN ENERGY MLP FUND INC.
EFFECTIVE: NOVEMBER 16, 2018 @ 5:03 PM EST