EXHIBIT 4(b)
AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION
This Amendment (the "Amendment") to the Agreement and Plan of
Reorganization (the "Agreement"), dated as of February 8, 2002, by and between
Xxxxxxx Xxxxx Multi-State Municipal Series Trust, a Massachusetts business trust
("Municipal Series Trust"), on behalf of Xxxxxxx Xxxxx Arizona Municipal Bond
Fund, Xxxxxxx Xxxxx Connecticut Municipal Bond Fund, Xxxxxxx Xxxxx Maryland
Municipal Bond Fund, Xxxxxxx Xxxxx Massachusetts Municipal Bond Fund (the
"Massachusetts Fund"), Xxxxxxx Xxxxx Michigan Municipal Bond Fund, Xxxxxxx Xxxxx
Minnesota Municipal Bond Fund, Xxxxxxx Xxxxx North Carolina Municipal Bond Fund,
Xxxxxxx Xxxxx Ohio Municipal Bond Fund and Xxxxxxx Xxxxx Texas Municipal Bond
Fund, each a series of Municipal Series Trust, and Xxxxxxx Lynch Municipal Bond
Fund, Inc., a Maryland corporation ("Municipal Bond Fund"), on behalf of the
National Portfolio, a portfolio of Municipal Bond Fund (the "National
Portfolio"), is made and entered into as of the 16th day of July, 2002, between
Municipal Series Trust, on behalf of the Massachusetts Fund, and Municipal Bond
Fund, on behalf of the National Portfolio.
WHEREAS, the parties to the Amendment desire to amend the Agreement to
reflect the changes set forth herein with respect to the Reorganization
involving the Massachusetts Fund and the National Portfolio as of the date
hereof;
WHEREAS, by their execution of the Amendment, Municipal Series Trust and
Municipal Bond Fund agree to the amendments to the Agreement with respect to the
Reorganization involving the Massachusetts Fund and the National Portfolio as
set forth herein; and
NOW, THEREFORE, in connection with the amendments to the Agreement set
forth herein and in order to reflect the mutual understanding of the parties
hereto, the undersigned hereby agree and consent as of the date hereof that:
Section 1. Certain Defined Terms
Capitalized terms used herein and not otherwise defined herein have the
respective meanings given to them in the Agreement.
Section 2. Amendments
1. The definition of "Corresponding Shares" appearing in the penultimate
paragraph of the Plan of Reorganization section of the Agreement shall be
amended with respect to the Reorganization involving the Massachusetts Fund to
refer to the shares of common stock of National Portfolio to be distributed to
the shareholders of the Massachusetts Fund as follows: (i) each holder of Class
A, Class B or Class D shares of beneficial interest of the Massachusetts Fund
will be entitled to receive shares of the same class of common stock of the
National Portfolio (e.g., Class A, Class B or Class D) as the shares of
beneficial interest of the Massachusetts Fund owned by such shareholder as of
the Valuation Time; and (ii) each holder of Class C shares of beneficial
interest of the Massachusetts Fund as of the Valuation Time will be entitled to
receive Class D shares of common stock of the National Portfolio (together, the
"Corresponding Shares").
2. Subsection 6(a) on page 12 of the Agreement under the Section entitled
"Covenants of Municipal Bond Fund and Municipal Series Trust", Subsection 8(a)
on page 14 of the Agreement under the Section entitled "Municipal Series Trust
Conditions" and Subsection 9(a) on page 19 of the Agreement under the Section
entitled "Municipal Bond Fund Conditions" shall be amended with respect to the
Reorganization involving the Massachusetts Fund to provide that the Agreement
(including any amendments thereto) must be adopted, and the Reorganization must
be approved, by the affirmative vote of (i) the holders of two-thirds of the
shares of beneficial interest of the Massachusetts Fund issued and outstanding
and entitled to vote thereon, voting together as a single class at a special
meeting of the shareholders of the Massachusetts Fund, at or prior to the
Valuation Time, and (ii) the holders of two-thirds of the shares of beneficial
interest of each of Class B and Class D of the Massachusetts Fund issued and
outstanding and entitled to vote thereon, each class voting separately as a
single class at a special meeting of the shareholders of the Massachusetts Fund
at or prior to the Valuation Time.
Section 3. Effect on Agreement
Except as otherwise provided in the Amendment, all other provisions of the
Agreement relating to the Reorganization involving the Massachusetts Fund and
the National Portfolio are hereby confirmed and ratified and shall remain in
full force and effect. The Amendment shall not relate to any other
Reorganization under the Agreement and shall be of no force and effect with
respect thereto.
IN WITNESS WHEREOF, this Amendment has been executed and delivered as of
the day and year first above written. This Amendment may be executed in any
number of counterparts, each of which, when executed and delivered, shall be
deemed to be an original but all such counterparts together shall constitute but
one instrument.
XXXXXXX XXXXX MUNICIPAL BOND FUND , INC. ON
BEHALF OF THE NATIONAL PORTFOLIO
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Vice President and Treasurer
Attest:
/s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx, Secretary
XXXXXXX XXXXX MULTI -STATE MUNICIPAL SERIES
TRUST ON BEHALF OF XXXXXXX XXXXX
MASSACHUSETTS MUNICIPAL BOND FUND
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Vice President and Treasurer
Attest:
/s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx, Secretary
