EXHIBIT NO. 99.9(e)
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION made this 1st day of January, 1985 by
and between Massachusetts Financial Development Fund, Inc. (the "Fund"), a
Massachusetts corporation, and Massachusetts Financial Development Fund, a
Massachusetts business trust (the "Trust").
1. Plan of Reorganization and Liquidation. (a) The Fund shall assign, sell,
convey, transfer and deliver to the Trust at the closing provided for in Section
2 (hereinafter called the "Closing") all of its then existing assets of every
kind and nature. In consideration therefor, the Trust shall at the Closing (i)
assume all of the Fund's obligations and liabilities then existing, whether
absolute, accrued, contingent or otherwise, including without limitation all
liabilities of the Fund to shareholders who elect to dissent from the
transaction and effect their appraisal rights under Massachusetts law and all
fees are expenses in connection with the transactions contemplated hereby and
(ii) deliver to the Fund a number of full and fractional shares of beneficial
interest of the Trust (the "Trust Shares") equal to the number of full and
fractional shares of the Fund then outstanding.
(b) Upon consummation of the transaction described in paragraph (a) of this
Section 1, the Fund shall distribute in complete liquidation pro rata to its
shareholders of record as of the Closing Date (other than those shareholder who
have objected to the reorganization to as to be eligible to perfect statutory
appraisal rights) the Trust Shares received by the Fund. Such distribution shall
be accomplished by the establishment of an open account on the share records of
the Trust in the name of each shareholder of the Fund representing a number of
Trust Shares equal to the number of shares of the Fund owned of record by the
shareholder at the Closing Date, provided that a shareholder who has objected to
the reorganization so as to be eligible to perfect statutory appraisal rights
shall have no rights with respect to Trust Shares until such time as he has
waived or otherwise relinquished such statutory appraisal rights. Certificates
for shares of the Fund issued prior to the reorganization shall represent
outstanding shares of the Trust following the reorganization. Certificates
representing Trust Shares will be issued only if the shareholder so requests.
(c) As promptly as practicable after the liquidation of the Fund as foresaid,
the Fund shall be dissolved pursuant to the provisions of the Massachusetts
Business Corporation Law and its legal existence terminated.
2. Closing and Closing Date. The Closing shall occur at 10 A.M. on January 29,
1985 or at such later time and date as the parties may mutually agree (the
"Closing Date").
3. Conditions Precedent. The obligations of the Fund and the Trust to effect the
transaction contemplated hereunder shall be subject to the satisfaction of each
of the following conditions:
(a) All mailings shall have been made with, and all authority and orders shall
have been received from, the Securities and Exchange Commission (the "SEC") and
state securities commissions as may be necessary in the opinion of Xxxxxx & Snow
& Xxx Xxxxxxxx to permit the parties to carry out the transactions contemplated
by this Agreement;
(b) Each party shall have received an opinion of Xxxxxx Xxxx & Xxx Xxxxxxxx to
the effect that for federal income tax purposes: (i) no gain or loss will be
recognized by the Fund upon the transfer of its assets and liabilities to the
Trust; (ii) the tax basis of the assets of the Fund in the hands of the Trust
will be the same as the tax basis of such assets in the hands of the Fund
immediately prior to the transfer; (iii) the holding period of the assets of the
Fund transferred to the Trust will include the period during which such assets
were held by the Fund; (iv) no gain or loss will be recognized by the Trust upon
the receipt of the assets of the Fund in exchange for shares of the Trust and
the assumption by the Trust of the liabilities and obligations of the Fund; (v)
no gain or loss will be recognized by the shareholders of the Fund upon the
receipt of shares of the Trust in exchange for their shares in the Fund; (vi)
the basis of the shares of the Trust received by the shareholders of the Fund
will be the same as the basis of the shares of the Fund exchanged therefor; and
(vii) the holding period of shares of the Trust received by the shareholders of
the Fund will include the holding period of the shares of the Fund exchanged
therefor, provided that at the time of the exchange the shares of the Fund were
held as capital assets; and as to such other matters as it may reasonably
request;
(c) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been adopted and approved by the affirmative vote
of the holders of at least two-thirds of the outstanding shares of Common Stock
of the Fund entitled to vote thereon;
(d) The Trust shall have entered into an Investment Advisory Agreement and a
Distribution Agreement with Massachusetts Financial Services Company, a
Shareholder Servicing Agent Agreement with Bradford Trust Company of Boston and
a Custodian Contract with State Street Bank and Trust Company, such contracts to
be in each case substantially identical in form and substance to those
respective contracts in effect at the Closing Date between the Fund and said
other parties, and such contracts shall have been approved by the Trustees of
the Trust and, to the extent required by law, by the Trustees of the Trust who
are not "interested persons" of the Trust as defined in the Investment Company
Act of 1940 and by the shareholders of the Trust (it being understood that the
Fund as sole shareholder of the Trust prior to the consummation of the
reorganization hereby agrees and is authorized to vote for such approval); and
(e) The Trustees of the Trust who are not "interested persons" of the Trust as
defined in the Investment Company Act of 1940 shall have selected as auditors
for the Trust such auditors as shall have been selected and ratified for the
Fund, and such selection shall have been ratified by the shareholders of the
Trust (it being understood that the Fund as sole shareholder of the Trust prior
to the consummation of the reorganization hereby agrees and is authorized to
vote for such ratification).
At any time prior to the Closing, any of the foregoing conditions may be waived
by the Board of Directors of the Fund and the Trustees of the Trust if, in their
judgment, such waiver will not have a material adverse effect on the interests
of the shareholders of the Fund.
4. Amendment. This Agreement may be amended at any time by action of the Board
of Directors of the Fund and the Trustees of the Trust, notwithstanding approval
thereof by the shareholders of the Fund, provided that no amendment shall have a
material adverse effect on the interests of the shareholders of the Fund.
5. Termination. The Board of Directors of the Fund and the Trustees of the Trust
may terminate this Agreement and abandon the reorganization contemplated hereby,
notwithstanding approval thereof by the shareholders of the Fund, at any time
prior to the Closing, if circumstances should develop that, in their judgment,
make proceeding with the Agreement inadvisable.
6. Limitation of Liability of the Trustees and Shareholders. A copy of the
Agreement and Declaration of Trust of the Trust is on file with the Secretary of
the The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees and
not individually and that the obligations of the instrument are not binding upon
any of the Trustees or shareholders individually but binding only upon the
assets and property of the Trust.
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be
executed and delivered by their duly authorized officers as of the day and year
first written above.
MASSACHUSETTS FINANCIAL
DEVELOPMENT FUND, INC.
By: /s/ ILLEGIBLE
---------------------------------
(Illegible)
MASSACHUSETTS FINANCIAL
DEVELOPMENT FUND
By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx
