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
CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.
ARTICLES SUPPLEMENTARY
SERIES D MANDATORY REDEEMABLE PREFERRED STOCK
SERIES E MANDATORY REDEEMABLE PREFERRED STOCK
ClearBridge Energy Midstream Opportunity Fund Inc. (formerly known as ClearBridge Energy MLP Opportunity Fund Inc.) (the “Company”), a Maryland corporation, certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Article V of the charter of the Company (which, as restated, amended or supplemented from time to time, together with these Articles Supplementary, is referred to herein as the “Charter”), the Board of Directors by duly adopted resolutions classified and designated (i) 30 shares of authorized but unissued Common Stock (as defined in the Charter) as shares of a new series of Preferred Stock (as defined below) designated as Series D Mandatory Redeemable Preferred Stock, $.001 par value per share, liquidation preference $100,000.00 per share and (ii) 70 shares of authorized but unissued Common Stock as shares of a new series of Preferred Stock designated as Series E Mandatory Redeemable Preferred Stock, $.001 par value per share, liquidation preference $100,000.00 per share, each with the following preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, which, upon any restatement of the Charter, shall become part of Article V of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof.
MRP SHARES
DESIGNATION
Preferred Stock: (i) 30 shares of Common Stock are classified and designated as Series D Mandatory Redeemable Preferred Stock, $.001 par value per share, liquidation preference $100,000.00 per share (the “Series D MRP Shares”) and (ii) 70 shares of Common Stock are classified and designated as Series E Mandatory Redeemable Preferred Stock, $.001 par value per share, liquidation preference $100,000.00 per share (the “Series E MRP Shares,” and together with the Series D MRP Shares, the “MRP Shares”).
The initial Dividend Period for the Series D MRP Shares shall be the period from but excluding November 15, 2018 to and including February 15, 2019. Each Series D MRP Share will have a dividend rate equal to 4.37% per annum. Each Series D MRP Share shall have such other preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required
| State of Maryland Department of Assessments and Taxation
Charter Division |
Larry Hogan Governor
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 SUPPLEMENTARY | |
| DATE FILED | : 11-15-2018 | |
| TIME FILED | : 01:46 PM | |
| RECORDING FEE | : $100.00 | |
| EXPEDITED FEE | : $425.00 | |
| FILING NUMBER | : 1000362011654607 | |
| 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 | |
| EFFECTIVE DATE: | 11-15-2018 | |
| 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 | |
CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.
ARTICLES SUPPLEMENTARY
SERIES F MANDATORY REDEEMABLE PREFERRED STOCK
SERIES G MANDATORY REDEEMABLE PREFERRED STOCK
ClearBridge Energy Midstream Opportunity Fund Inc. (formerly known as ClearBridge Energy MLP Opportunity Fund Inc.) (the “Company”), a Maryland corporation, certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Article V of the charter of the Company (which, as restated, amended or supplemented from time to time, together with these Articles Supplementary, is referred to herein as the “Charter”), the Board of Directors by duly adopted resolutions classified and designated (i) 41 shares of authorized but unissued Common Stock (as defined in the Charter) as shares of a new series of Preferred Stock (as defined below) designated as Series F Mandatory Redeemable Preferred Stock, $.001 par value per share, liquidation preference $100,000.00 per share and (ii) 109 shares of authorized but unissued Common Stock as shares of a new series of Preferred Stock designated as Series G Mandatory Redeemable Preferred Stock, $.001 par value per share, liquidation preference $100,000.00 per share, each with the following preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, which, upon any restatement of the Charter, shall become part of Article V of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof.
MRP SHARES
DESIGNATION
Preferred Stock: (i) 41 shares of Common Stock are classified and designated as Series F Mandatory Redeemable Preferred Stock, $.001 par value per share, liquidation preference $100,000.00 per share (the “Series F MRP Shares”) and (ii) 109 shares of Common Stock are classified and designated as Series G Mandatory Redeemable Preferred Stock, $.001 par value per share, liquidation preference $100,000.00 per share (the “Series G MRP Shares,” and together with the Series F MRP Shares, the “MRP Shares”).
The initial Dividend Period for the Series F MRP Shares shall be the period from but excluding November 15, 2018 to and including February 15, 2019. Each Series F MRP Share will have a dividend rate equal to 4.01% per annum. Each Series F MRP Share shall have such other preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law, as are set forth herein. The Series F MRP Shares shall constitute a separate series of Preferred Stock.
| 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 SUPPLEMENTARY | |
| DATE FILED |
: 11-15-2018 | |
| TIME FILED |
: 01:47 PM | |
| RECORDING FEE |
: $100.00 | |
| EXPEDITED FEE |
: $425.00 | |
| FILING NUMBER |
: 1000362011654615 | |
| 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 | |
| EFFECTIVE DATE: | 11-15-2018 | |
| 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 |
CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC.
ARTICLES OF AMENDMENT
ClearBridge Energy MLP Opportunity Fund Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to change the name of the Corporation to “ClearBridge Energy Midstream Opportunity Fund Inc.”
SECOND: The foregoing amendment to the Charter has been approved by a majority of the entire Board of Directors of the Corporation and is limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.
THIRD: The foregoing amendment to the Charter shall become effective as of 5:00 p.m. EST on November 16, 2018.
FOURTH: The undersigned Chairman of the Board, President and Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chairman of the Board, President and Chief Executive Officer acknowledges that to the best of her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURES ON NEXT PAGE]
| State of Maryland Department of Assessments and Taxation |
Larry Hogan Governor | |
| 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 DEPARTMENT ID TYPE OF REQUEST DATE FILED TIME FILED RECORDING FEE EXPEDITED FEE FILING NUMBER CUSTOMER ID WORK ORDER NUMBER |
: CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC. : D14048078 : ARTICLES OF AMENDMENT / NAME CHANGE : 11-15-2018 : 01:45 PM : $100.00 : $425.00 : 1000362011654599 : 0003692919 : 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
| ENTITY TYPE: | ORDINARY BUSINESS - STOCK | |
| STOCK: | Y | |
| CLOSE: | N | |
| EFFECTIVE DATE: | 11-15-2018 | |
| 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 NAME CHANGE
FROM: CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC.
TO: CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.
EFFECTIVE: NOVEMBER 16, 2018 @ 5:00 PM EST