EXHIBIT 4
AGREEMENT
AND
PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of this
18th day of June, 2001, by and among Xxxxx Xxxxx Municipals Trust, a
Massachusetts business trust ("Municipals Trust") on behalf of its series Xxxxx
Xxxxx Texas Municipals Fund ("Texas Fund") and Xxxxx Xxxxx National Municipals
Fund ("National Fund").
WITNESSETH
WHEREAS, Municipals Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act") as an open-end management investment company
authorized to issue an unlimited number of shares of beneficial interest without
par value in one or more series (such as Texas and National Funds), and the
Trustees of Municipals Trust have divided the shares of Texas Fund and National
Fund into multiple classes, including Class A and Class B shares ("Texas Fund
Shares" and "National Fund Shares");
WHEREAS, Texas Fund currently invests all of its assets in Texas Municipals
Portfolio (the "Texas Portfolio"), a New York trust registered under the 1940
Act as an open-end management investment company;
WHEREAS, the National Fund currently invests all of its assets in National
Municipals Portfolio (the "National Portfolio"), a New York trust registered
under the 1940 Act as an open-end management investment company;
WHEREAS, Boston Management and Research, a wholly owned subsidiary of Xxxxx
Xxxxx Management, serves as investment adviser to the Portfolios;
WHEREAS, Municipals Trust desires to provide for the reorganization of
Texas Fund through the acquisition by National Fund of substantially all of the
assets of Texas Fund in exchange for National Fund Shares in the manner set
forth herein; and
WHEREAS, it is intended that the reorganization described in this Agreement
shall be a reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended (the "Code");
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. DEFINITIONS
1.1 The term "1933 Act" shall mean the Securities Act of 1933, as amended.
1.2 The term "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.
1.3 The term "Agreement" shall mean this Agreement and Plan of
Reorganization.
1.4 The term "Assumed Liabilities" shall mean all liabilities, expenses,
costs, charges and receivables of Texas Fund as of the Close of
Trading on the New York Stock Exchange on the Valuation Date. Included
therein for the National Fund Class B shall be the uncovered
distribution charges under the Texas Fund Class B Distribution Plan,
or the amount of contingent deferred sales charges that would be paid
by all Texas Class B shareholders if they redeemed on the Closing Date
if lower; such amount shall be treated as uncovered distribution
charges under the National Fund Class B Distribution Plan.
1.5 The term "Business Day" shall mean any day that is not a Saturday or
Sunday and that the New York Stock Exchange is open.
1.6 The term "Close of Trading on the NYSE" shall mean the close of
regular trading, which is usually 4:00 p.m. Eastern time.
1.7 The term "Closing" shall mean the closing of the transaction
contemplated by this Agreement.
1.8 The term "Closing Date" shall mean the first Monday following receipt
of all necessary regulatory approvals and the final adjournment of the
meeting of Texas Fund shareholders at which this Agreement is
considered, or such other date as may be agreed by the parties on
which the Closing is to take place.
1.9 The term "Commission" shall mean the Securities and Exchange
Commission.
1.10 The term "Custodian" shall mean Investors Bank & Trust Company.
1.11 The term "Delivery Date" shall mean the date contemplated by Section
3.3 of this Agreement.
1.12 The term "Municipals Trust N-14" shall mean Municipals Trust's
registration statement on Form N-14, as may be amended, that describes
the transactions contemplated by this Agreement and the National Fund
Shares.
1.13 The term "National Municipals Trust N-1A" shall mean the registration
statement, as amended, on Form N-1A of Municipals Trust with respect
to National Fund in effect on the date hereof or on the Closing Date,
as the context may require.
1.14 The term "NYSE" shall mean the New York Stock Exchange.
1.15 The term "Proxy Statement" shall mean the combined prospectus and
proxy statement furnished to the Texas Fund shareholders in connection
with this transaction.
1.16 The term "Securities List" shall mean the list of those securities
(and other assets) owned by Municipals Trust, on behalf of Texas Fund,
on the Delivery Date.
1.17 The term "Texas Municipals Trust N-1A" shall mean the registration
statement, as amended, on Form N-1A of Municipals Trust with respect
to Texas Fund in effect on the date hereof or on the Closing Date, as
the context may require.
1.18 The term "Valuation Date" shall mean the Business Day preceding the
Closing Date.
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2. TRANSFER AND EXCHANGE OF ASSETS
2.1 Reorganization of Texas Fund. At the Closing, Municipals Trust shall
transfer all of the assets of Texas Fund received from the Texas
Portfolio, and assign all Assumed Liabilities to National Fund, and
National Fund shall acquire such assets and shall assume such Assumed
Liabilities upon delivery by National Fund to Texas Fund on the
Closing Date of Class A and Class B National Fund Shares (including,
if applicable, fractional shares) having an aggregate net asset value
equal to the value of the assets so transferred, assigned and
delivered, less the Assumed Liabilities, all determined and adjusted
as provided in Section 2.2. National Fund shall transfer such assets
and liabilities to National Portfolio on the Closing Date.
2.2 Computation of Net Asset Value. The net asset value per share of the
National Fund Shares and the net value of the assets of Texas Fund
subject to this Agreement shall, in each case, be determined as of the
Close of Trading on the NYSE on the Valuation Date, after the
declaration and payment of any dividend on that date. The net asset
value of the National Fund Shares shall be computed in the manner set
forth in the National Municipals Trust Form N-1A.
In determining the value of the securities transferred by Texas
Fund to National Fund, each security shall be priced in accordance
with the policies and procedures described in the National Municipals
Trust N-1A. All such computations shall be subject to review, in the
discretion of Municipals Trust's Treasurer, by Deloitte & Touche LLP,
Municipals Trust auditors.
3. CLOSING DATE, VALUATION DATE AND DELIVERY
3.1 CLOSING DATE. The Closing shall be at the offices of Xxxxx Xxxxx
Management, The Xxxxx Xxxxx Building, 000 Xxxxx Xxxxxx, Xxxxxx, XX
00000 immediately prior to the opening of Xxxxx Xxxxx'x business on
the Closing Date. All acts taking place at Closing shall be deemed to
take place simultaneously as of 9:00 a.m. Eastern time on the Closing
Date unless otherwise agreed in writing by the parties.
3.2 VALUATION DATE. Pursuant to Section 2.2, the net value of the assets
of Texas Fund and the net asset value per share of National Fund shall
be determined as of the Close of Trading on the NYSE on the Valuation
Date, after the declaration and payment of any dividend on that date.
The stock transfer books of Municipals Trust with respect to Texas
Fund will be permanently closed, and sales of Texas Fund Shares shall
be suspended, as of the close of business of Municipals Trust on the
Valuation Date. Redemption requests thereafter received by Municipals
Trust with respect to Texas Fund shall be deemed to be redemption
requests for National Fund Shares to be distributed to shareholders of
Texas Fund under this Agreement provided that the transactions
contemplated by this Agreement are consummated.
In the event that trading on the NYSE or on another exchange or
market on which securities held by Texas or National Portfolio shall
be disrupted on the Valuation Date so that, in the judgment of the
Trust, accurate appraisal of the net assets of Texas Fund to be
transferred hereunder or the assets of National Fund is impracticable,
the Valuation Date shall be postponed until the first Business Day
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after the day on which trading on such exchange or in such market
shall, in the judgment of the Trust, have been resumed without
disruption. In such event, the Closing Date shall be postponed until
one Business Day after the Valuation Date.
3.3 DELIVERY OF SECURITIES AND OTHER ASSETS. After the close of business
on the Valuation Date, Municipals Trust shall issue instructions
providing for the delivery of all securities held on behalf of Texas
Fund together with other non-cash assets of Texas Fund to the
Custodian to be held for the account of National Fund, effective as of
the Closing. National Fund may inspect such securities at the offices
of the Custodian prior to the Valuation Date.
Securities so delivered shall be in proper form for transfer in such
condition as to constitute a good delivery thereof, in accordance with the
custom of brokers, and shall be accompanied by all necessary stock transfer
stamps (or other documentation evidencing payment of local taxes), if any,
or a check for the appropriate purchase price of such stamps (or payment of
such local tax). Unless otherwise directed by Municipals Trust in writing
on or before the Delivery Date, cash held by and to be delivered, on behalf
of Texas Fund, shall be delivered on the Closing Date and shall be in the
form of wire transfer in Federal Funds, payable to the order of the account
of National Fund at the Custodian. A confirmation for the National Fund
Shares registered in the name of Texas Fund shall be delivered on the
Closing Date.
4. TEXAS FUND DISTRIBUTIONS AND TERMINATION
As soon as reasonably practicable after the Closing Date, Municipals
Trust shall pay or make provisions for the payment of all of the debts and
taxes of Texas Fund and distribute all remaining assets, if any, to
shareholders of Texas Fund, and Texas Fund shall thereafter be terminated
under Massachusetts law. The Texas Portfolio shall liquidate and deregister
under the 1940 Act.
At, or as soon as may be practicable following the Closing Date,
Municipals Trust on behalf of Texas Fund shall distribute the Class A and
Class B National Fund Shares it received from the National Fund to the
shareholders of the Texas Fund and shall instruct National Fund as to the
amount of the pro rata interest of each of Texas Fund's shareholders as of
the close of business on the Valuation Date (such shareholders to be
certified as such by the transfer agent for Municipals Trust), to be
registered on the books of National Fund, in full and fractional National
Fund Shares, in the name of each such shareholder, and National Fund agrees
promptly to transfer the National Fund Shares then credited to the account
of Texas Fund on the books of National Fund to open accounts on the share
records of National Fund in the names of Texas Fund shareholders in
accordance with said instruction. Each Texas Fund shareholder shall receive
shares of the corresponding class of National Fund to the class of Texas
Fund held by such shareholder. All issued and outstanding Texas Fund Shares
shall thereupon be canceled on the books of Municipals Trust. National Fund
shall have no obligation to inquire as to the correctness of any such
instruction, but shall, in each case, assume that such instruction is
valid, proper and correct.
5. TEXAS FUND SECURITIES
On the Delivery Date, Texas Portfolio shall deliver the Securities
List and tax records. Such records shall be made available by Texas
Portfolio prior to the Closing Date for inspection by the Treasurer (or his
designee) and the auditors of National Fund and National Portfolio upon
reasonable request. Notwithstanding the foregoing, it is expressly
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understood that Texas Portfolio may hereafter until the close of business
on the Valuation Date sell any securities owned by it in the ordinary
course of its business as an open-end, management investment company.
6. LIABILITIES AND EXPENSES
National Fund shall acquire all liabilities of Texas Fund, whether
known or unknown, or contingent or determined. Municipals Trust will
discharge all known liabilities of Texas Fund, so far as may be possible,
prior to the Closing Date. Texas Fund and National Fund shall bear their
respective expenses, in connection with carrying out this Agreement.
7. TEXAS AND NATIONAL PORTFOLIOS REPRESENTATIONS AND WARRANTIES
Each of the Texas and National Portfolio hereby represents, warrants
and agrees as follows:
7.1 LEGAL EXISTENCE. The Portfolio is a trust duly organized and validly
existing under the laws of the State of New York.
7.2 REGISTRATION UNDER 1940 ACT. The Portfolio is duly registered with the
Commission as an open-end management investment company under the 1940
Act and such registration is in full force and effect.
7.3 FINANCIAL STATEMENTS. The statement of assets and liabilities,
schedule of portfolio investments and related statements of operations
and changes in net assets dated July 31, 2000 (audited) and January
31, 2001 (unaudited) for Texas Portfolio and September 30, 2000
(audited) and March 31, 2001 (unaudited) for National Portfolio fairly
present the financial condition of the Portfolio as of said date in
conformity with generally accepted accounting principles.
7.4 NO MATERIAL EVENTS. There are no legal, administrative or other
proceedings pending, or to its knowledge, threatened against the
Portfolio which would materially affect its financial condition.
7.5 REQUISITE APPROVALS. The execution and delivery of this Agreement and
the consummation of the transactions contemplated herein have been
authorized by the Portfolio's Board of Trustees by vote taken at a
meeting of such Board duly called and held on June 18, 2001.
7.6 NO MATERIAL VIOLATIONS. The Portfolio is not, and the execution,
delivery and performance of this Agreement will not result, in a
material violation of any provision of its Declaration of Trust or
By-Laws, as each may be amended, of the Portfolio or of any agreement,
indenture, instrument, contract, lease or other undertaking to which
it is a party or by which it is bound.
7.7 TAXES AND RELATED FILINGS. Except where failure to do so would not
have a material adverse effect on the Portfolio, the Portfolio has
filed and will file or obtain valid extensions of filing dates for all
required federal, state and local tax returns and reports for all
taxable years through and including the taxable year ended July 31,
2000 for Texas Portfolio and September 30, 2000 for National
Portfolio, and no such filings or reports are currently being audited
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or contested by the Internal Revenue Service or state or local taxing
authority and all federal, state and local income, franchise,
property, sales, employment or other taxes or penalties payable have
been paid or will be paid, so far as due. The Portfolio is classified
as a partnership for federal tax purposes, has qualified as such for
each taxable year of its operations, and will qualify as such as of
the Closing Date.
7.8 GOOD AND MARKETABLE TITLE. On the Closing Date, the Portfolio will
have good and marketable title to its assets, free and clear of all
liens, mortgages, pledges, encumbrances, charges, claims and equities
whatsoever, and full right, power and authority to sell, assign,
transfer and deliver such assets and shall deliver such assets to
Texas Fund. Upon delivery of such assets, Texas Fund will receive good
and marketable title to such assets, free and clear of all liens,
mortgages, pledges, encumbrances, charges, claims, restrictions
(including such restrictions as might arise under the 0000 Xxx) and
equities, except as to adverse claims under Article 8 of the Uniform
Commercial Code of which National Fund has notice and necessary
documentation at or prior to the time of delivery.
7.9 BOOKS AND RECORDS. The Portfolio has maintained all records required
under Section 31 of the 1940 Act and rules thereunder.
8. MUNICIPALS TRUST REPRESENTATIONS AND WARRANTIES
Municipals Trust, on behalf of Texas and National Funds, hereby
represents, warrants and agrees as follows:
8.1 LEGAL EXISTENCE. Municipals Trust is a business trust duly organized
and validly existing under the laws of the Commonwealth of
Massachusetts. Each of Texas Fund and National Fund is a validly
existing series of Municipals Trust. Municipals Trust is authorized to
issue an unlimited number of shares of beneficial interest of National
Fund.
8.2 REGISTRATION UNDER 1940 ACT. Municipals Trust is duly registered as an
open-end management investment company under the 1940 Act and such
registration is in full force and effect.
8.3 FINANCIAL STATEMENTS. The statement of assets and liabilities and the
schedule of portfolio investments and the related statements of
operations and changes in net assets of Texas Fund dated July 31, 2000
and January 31, 2001 (unaudited) and National Fund dated September 30,
2000 and March 31, 2001 (unaudited), fairly present the financial
condition of Texas Fund and National Fund as of said dates in
conformity with generally accepted accounting principles.
8.4 NO CONTINGENT LIABILITIES. There are no known contingent liabilities
of Texas Fund or National Fund not disclosed and there are no legal,
administrative or other proceedings pending, or to the knowledge of
Municipals Trust threatened, against Texas Fund or National Fund which
would materially affect its financial condition.
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8.5 REQUISITE APPROVALS. The execution and delivery of this Agreement and
the consummation of the transactions contemplated herein, have been
authorized by the Board of Trustees of Municipals Trust by vote taken
at a meeting of such Board duly called and held on June 18, 2001. No
approval of the shareholders of National Fund is required in
connection with this Agreement or the transaction contemplated hereby.
8.6 NO MATERIAL VIOLATIONS. Municipals Trust is not, and the execution,
delivery and performance of this Agreement will not result, in a
material violation of any provision of its Declaration of Trust or
By-Laws, as each may be amended, of Municipals Trust or of any
agreement, indenture, instrument, contract, lease or other undertaking
to which Municipals Trust is a party or by which it is bound.
8.7 TAXES AND RELATED FILINGS. Except where failure to do so would not
have a material adverse effect on Texas Fund or National Fund (i) each
of Texas Fund and National Fund has filed or will file (or has
obtained valid extensions of filing dates for) all required federal,
state and local tax returns and reports for all taxable years through
the taxable year ended July 31, 2000 and September 30, 2000, for Texas
Fund and National Fund, respectively, and no such filings are
currently being audited or contested by the Internal Revenue Service
or state or local taxing authority; and (ii) all federal, state and
local income, franchise, property, sales, employment or other taxes or
penalties payable pursuant to such returns have been paid or will be
paid, so far as due. Each of Texas Fund and National Fund has elected
to be treated as a "regulated investment company" under Section 851
and 852 of the Code, has qualified as such for each taxable year of
its operations and will qualify as such as of the Closing Date.
8.8 NATIONAL MUNICIPALS TRUST N-1A NOT MISLEADING. The National Municipals
Trust N-1A conforms on the date of the Agreement, and will conform on
the date of the Proxy Statement and the Closing Date, in all material
respects to the applicable requirements of the 1933 Act and the 1940
Act and the rules and regulations of the Commission thereunder and
does not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not materially misleading.
8.9 PROXY MATERIALS. The Proxy Statement delivered to the Texas Fund
shareholders in connection with this transaction (both at the time of
delivery to such shareholders in connection with the meeting of
shareholders and at all times subsequent thereto and including the
Closing Date) in all material respects, conforms to the applicable
requirements of the 1934 Act and the 1940 Act and the rules and
regulations of the Commission thereunder, and will not include any
untrue statement of a material fact or omit to state any material fact
required to be stated thereon or necessary to make statements therein,
in light of the circumstances under which they were made, not
materially misleading.
9. CONDITIONS PRECEDENT TO CLOSING
The obligations of the parties hereto shall be conditioned on the
following:
9.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the parties made herein will be true and correct on the Closing Date.
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9.2 SHAREHOLDER APPROVAL. The Agreement and the transactions contemplated
herein shall have been approved by the requisite vote of the holders
of Texas Fund Shares in accordance with the 1940 Act and the
Declaration of Trust and By-Laws, each as amended, of Municipals
Trust.
9.3 PENDING OR THREATENED PROCEEDINGS. On the Closing Date, no action,
suit or other proceeding shall be threatened or pending before any
court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein.
9.4 REGISTRATION STATEMENT. The Municipals Trust N-14 shall have become
effective under the 1933 Act; no stop orders suspending the
effectiveness of such Municipals Trust N-14 shall have been issued;
and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
9.5 DECLARATION OF DIVIDEND. Municipals Trust shall have declared a
dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to Texas Fund
shareholders all of Texas Fund's investment company taxable income (as
defined in Section 852 of the Code) (computed without regard to any
deduction for dividends paid) for the final taxable period of Texas
Fund, all of its net capital gain realized in the final taxable period
of Texas Fund (after reduction for any capital loss carryforward) and
all of the excess of (i) its interest income excludable from gross
income under Section 103(a) of the Code over (ii) its deductions
disallowed under Sections 265 and 171(a)(2) of the Code for the final
taxable period of Texas Fund.
9.6 STATE SECURITIES LAWS. The parties shall have received all permits and
other authorizations necessary under state securities laws to
consummate the transactions contemplated herein.
9.7 PERFORMANCE OF COVENANTS. Each party shall have performed and complied
in all material respects with each of the agreements and covenants
required by this Agreement to be performed or complied with by each
such party prior to or at the Valuation Date and the Closing Date.
9.8 DUE DILIGENCE. Municipals Trust shall have had reasonable opportunity
to have its officers and agents review the records of Texas Portfolio.
9.9 NO MATERIAL ADVERSE CHANGE. From the date of this Agreement, through
the Closing Date, there shall not have been:
(1) any change in the business, results of operations, assets or
financial condition or the manner of conducting the business of
Texas Fund or National Fund (other than changes in the ordinary
course of its business, including, without limitation, dividends
and distributions in the ordinary course and changes in the net
asset value per share) which has had a material adverse effect on
such business, results of operations, assets or financial
condition, except in all instances as set forth in the financial
statements;
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(2) any loss (whether or not covered by insurance) suffered by Texas
Fund or National Fund materially and adversely affecting of Texas
Fund or National Fund, other than depreciation of securities;
(3) issued by Municipals Trust to any person any option to purchase
or other right to acquire shares of any class of Texas Fund or
National Fund Shares (other than in the ordinary course of
Municipals Trust's business as an open-end management investment
company);
(4) any indebtedness incurred by Texas Portfolio or National
Portfolio for borrowed money or any commitment to borrow money
entered into by Texas Portfolio or National Portfolio except as
permitted in Texas Municipals Trust N-1A or National Municipals
Trust N-1A and disclosed in financial statements required to be
provided under this Agreement;
(5) any amendment to the Declaration of Trust or By-Laws of
Municipals Trust that will adversely affect the ability of
Municipals Trust to comply with the terms of this Agreement; or
(6) any grant or imposition of any lien, claim, charge or encumbrance
upon any asset of Texas Portfolio except as provided in Texas
Municipals Trust N-1A so long as it will not prevent Municipals
Trust from complying with Section 7.8.
9.11 LAWFUL SALE OF SHARES. On the Closing Date, National Fund Shares to be
issued pursuant to Section 2.1 of this Agreement will be duly
authorized, duly and validly issued and outstanding, and fully paid
and non-assessable by Municipals Trust, and conform in all substantial
respects to the description thereof contained in the Municipals Trust
N-14 and Proxy Statement furnished to the Texas Fund shareholders and
the National Fund Shares to be issued pursuant to paragraph 2.1 of
this Agreement will be duly registered under the 1933 Act by the
Municipals Trust N-14 and will be offered and sold in compliance with
all applicable state securities laws.
10. ADDRESSES
All notices required or permitted to be given under this Agreement
shall be given in writing to Xxxxx Xxxxx Municipals Trust, The Xxxxx Xxxxx
Building, 000 Xxxxx Xxxxxx, Xxxxxx, XX 00000 (Attention: Xxxx X. Xxxxxxxx,
Esq.), or at such other place as shall be specified in written notice given
by either party to the other party to this Agreement and shall be validly
given if mailed by first-class mail, postage prepaid.
11. TERMINATION
This Agreement may be terminated by either party upon the giving of
written notice to the other, if any of the representations, warranties or
conditions specified in Section 7, 8 or 9 hereof have not been performed or
do not exist on or before December 31, 2001. In the event of termination of
this Agreement pursuant to this provision, neither party (nor its officers,
Trustees or shareholders) shall have any liability to the other.
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12. MISCELLANEOUS
This Agreement shall be governed by, construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts. Municipals
Trust represents that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
Municipals Trust represents that this Agreement constitutes the entire
agreement between the parties as to the subject matter hereof. The
representations, warranties and covenants contained in this Agreement or in
any document delivered pursuant hereto or in connection herewith shall not
survive the consummation of the transactions contemplated hereunder. The
Section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. This Agreement shall be executed in any number of counterparts,
each of which shall be deemed an original. Whenever used herein, the use of
any gender shall include all genders.
13. PUBLICITY
Any announcements or similar publicity with respect to this Agreement
or the transactions contemplated herein will be made at such time and in
such manner as Municipals Trust shall determine.
14. AMENDMENTS
At any time prior to or after approval of this Agreement by Texas Fund
shareholders (i) the parties hereto may, by written agreement and without
shareholder approval, amend any of the provisions of this Agreement, and
(ii) either party may waive without such approval any default by the other
party or the failure to satisfy any of the conditions to its obligations
(such waiver to be in writing); provided, however, that following
shareholder approval, no such amendment may have the effect of changing the
provisions for determining the number of National Fund Shares to be
received by Texas Fund shareholders under this Agreement to the detriment
of such shareholders without their further approval. The failure of a party
hereto to enforce at any time any of the provisions of this Agreement shall
in no way be construed to be a waiver of any such provision, nor in any way
to affect the validity of this Agreement or any part hereof or the right of
any party thereafter to enforce each and every such provision. No waiver of
any breach of this Agreement shall be held to be a waiver of any other or
subsequent breach.
15. MASSACHUSETTS BUSINESS TRUST
References in this Agreement to Municipals Trust mean and refer to the
Trustees, from time to time serving under its Declarations of Trust on file
with the Secretary of the Commonwealth of Massachusetts, as the same may be
amended from time to time, pursuant to which they conduct their businesses.
It is expressly agreed that the obligations of Municipals Trust hereunder
shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but bind only the
trust property of the Trust as provided in said Declaration of Trust. The
execution and delivery of this Agreement has been authorized by the
respective trustees and signed by an authorized officer of Municipals
Trust, acting as such, and neither such authorization by such trustees nor
such execution and delivery by such officer shall be deemed to have been
made by any of them but shall bind only the trust property of the Trust as
provided in such Declaration of Trust. No series of Municipals Trust shall
be liable for the obligations of any other series.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed and its seal affixed hereto by their officers thereunto duly
authorized, as of the day and year first above written.
ATTEST: XXXXX XXXXX MUNICIPALS TRUST
(on behalf of Xxxxx Xxxxx Texas Municipals Fund)
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Assistant Secretary President
XXXXX XXXXX MUNICIPALS TRUST
(on behalf of Xxxxx Xxxxx National Municipals Fund)
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Assistant Secretary President
TEXAS MUNICIPALS PORTFOLIO
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Assistant Secretary President
NATIONAL MUNICIPALS PORTFOLIO
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Assistant Secretary President
