-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wn7MjAzDyXIfiUZ0Mqt9Zi0QB4tqyeDRPdkaHMPDi7cNTpraNJ5QmlogWXivs90U 5FZQNGkXm9VaNAmNEku07g== 0000905148-02-002193.txt : 20020917 0000905148-02-002193.hdr.sgml : 20020917 20020917155620 ACCESSION NUMBER: 0000905148-02-002193 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020917 EFFECTIVENESS DATE: 20020917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH MUNICIPAL BOND FUND INC CENTRAL INDEX KEY: 0000225635 IRS NUMBER: 132896246 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-76504 FILM NUMBER: 02766036 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092822026 FORMER COMPANY: FORMER CONFORMED NAME: ONE LIBERTY MUNICIPAL BOND FUND INC DATE OF NAME CHANGE: 19780622 POS EX 1 efc2-0913_5233117fmposex.txt As filed with the Securities and Exchange Commission on September 17, 2002 Securities Act File No. 333-76504 Investment Company Act File No. 811-02688 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ [ ] Pre-Effective Amendment No. [X] Post-Effective Amendment No. 2 (Check appropriate box or boxes) ------------------------------ MERRILL LYNCH MUNICIPAL BOND FUND, INC. (Exact Name Of Registrant As Specified In Its Charter) ------------------------------ (609) 282-2800 (Area Code And Telephone Number) ------------------------------ 800 Scudders Mill Road Plainsboro, New Jersey 08536 (Address Of Principal Executive Offices: Number, Street, City, State, Zip Code) ------------------------------ Terry K. Glenn Merrill Lynch Municipal Bond Fund, Inc. 800 Scudders Mill Road, Plainsboro, New Jersey 08536 Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011 (Name And Address Of Agent For Service) ------------------------------ Copies to:
LEONARD B. MACKEY, JR., ESQ. LAURIN BLUMENTHAL KLEIMAN, ESQ. PHILIP L. KIRSTEIN, ESQ. CLIFFORD CHANCE ROGERS & WELLS SIDLEY AUSTIN BROWN & WOOD LLP FUND ASSET MANAGEMENT, L.P. 200 Park Avenue 787 Seventh Avenue 800 Scudders Mill Road New York, NY 10166 New York, NY 10019 Plainsboro, NJ 08536
------------------------------ Title of Securities Being Registered: Shares of Common Stock, par value $.10 per share. No filing fee is required because of reliance on Section 24(f) of the Investment Company Act of 1940, as amended. - ------------------------------------------------------------------------------ This Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-14 (File No. 333-76504) (the "N-14 Registration Statement") consists of the following: (1) Facing Sheet of this Registration Statement. (2) Part C of this Registration Statement (including signature page). Parts A and B are incorporated herein by reference from the Joint Proxy Statement and Prospectus filed on February 12, 2002 under Rule 497 under the Securities Act of 1933, as amended (the "Securities Act"). This Post-Effective Amendment No. 2 to the N-14 Registration Statement is being filed solely to file (i) a tax opinion of Sidley Austin Brown & Wood LLP, special tax counsel for the Registrant, as Exhibit 12(b) to the N-14 Registration Statement, (ii) an Amendment to Agreement and Plan of Reorganization between the Registrant, on behalf of the National Portfolio, and Merrill Lynch Multi-State Municipal Series Trust, on behalf of Merrill Lynch Massachusetts Municipal Bond Fund, as Exhibit 4(b) to the N-14 Registration Statement, and (iii) an Amendment to Agreement and Plan of Reorganization between the Registrant, on behalf of the National Portfolio, and Merrill Lynch Multi-State Municipal Series Trust, on behalf of Merrill Lynch North Carolina Municipal Bond Fund, as Exhibit 4(c) to the N-14 Registration Statement. The tax opinion relates to the reorganization of Merrill Lynch Arizona Municipal Bond Fund, Merrill Lynch Massachusetts Municipal Bond Fund, Merrill Lynch Michigan Municipal Bond Fund, Merrill Lynch North Carolina Municipal Bond Fund, and Merrill Lynch Ohio Municipal Bond Fund, each a series of Merrill Lynch Multi-State Municipal Series Trust, into the National Portfolio of the Registrant. 2 PART C OTHER INFORMATION Item 15. Indemnification. Reference is made to Article VI of the Registrant's Articles of Incorporation, Article VI of the Registrant's By-Laws, Section 2-418 of the Maryland General Corporation Law and Section 9 of the Distribution Agreement. Insofar as the conditional advancing of indemnification moneys for actions based on the Investment Company Act of 1940, as amended (the "Investment Company Act"), may be concerned, Article VI of the Registrant's By-Laws provides that such payments will be made only on the following conditions: (i) advances may be made only on receipt of a written affirmation of such person's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any such advance if it is ultimately determined that the standard of conduct has not been met; and (ii) (a) such promise must be secured by a security for the undertaking in form and amount acceptable to the Registrant, (b) the Registrant is insured against losses arising by receipt by the advance, or (c) a majority of a quorum of the Registrant's disinterested non-party Directors, or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts, that at the time the advance is proposed to be made, there is reason to believe that the person seeking indemnification will ultimately be found to be entitled to indemnification. In Section 9 of the Distribution Agreement relating to the securities being offered hereby, the Registrant agrees to indemnify the FAM Distributors, Inc (the "Distributor") and each person, if any, who controls the Distributor within the meaning of the Securities Act, against certain types of civil liabilities arising in connection with the Registration Statement or Prospectus and Statement of Additional Information. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person or the principal underwriter in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Item 16. Exhibits. 1(a) -- Articles of Incorporation of the Registrant, dated September 30, 1976.(a) 1(b) -- Articles of Amendment to the Articles of Incorporation of the Registrant, dated October 4, 1976.(b) 1(c) -- Articles Supplementary to the Articles of Incorporation of the Registrant increasing the authorized capital stock of the Insured Portfolio.(c) 1(d) -- Articles Supplementary to the Articles of Incorporation of the Registrant establishing Class B Common Stock of the Limited Maturity Portfolio.(d) 2 -- By-Laws of the Registrant.(b) 3 -- Not applicable. 4(a) -- Agreement and Plan of Reorganization between the Registrant and Merrill Lynch Multi-State Municipal Series Trust.(e) 4(b) -- Amendment to the Agreement and Plan of Reorganization between the Registrant, on behalf of the National Portfolio, and Merrill Lynch Multi-State Municipal Series Trust, on behalf of Merrill Lynch Massachusetts Municipal Bond Fund. 4(c) -- Amendment to the Agreement and Plan of Reorganization between the Registrant, on behalf of the National Portfolio, and Merrill Lynch Multi-State Municipal Series Trust, on behalf of Merrill Lynch North Carolina Municipal Bond Fund. 5 -- Copies of instruments defining the rights of stockholders, including the relevant portions of the C-1 Articles of Incorporation of the Registrant, as amended and supplemented, and the By-Laws of the Registrant.(f) 6(a) -- Form of Advisory Agreement between the Registrant and Fund Asset Management, L.P.(a) 7 -- Form of Unified Distribution Agreement between the Registrant and the Distributor.(g) 8 -- None. 9 -- Custody Agreement between the Registrant and The Bank of New York.(a) 10(a) -- Form of Amended and Restated Class B Distribution Plan.(h) 10(b) -- Form of Amended and Restated Class C Distribution Plan.(h) 10(c) -- Form of Amended and Restated Class D Distribution Plan.(h) 10(d) -- Merrill Lynch SelectSM Pricing System Plan pursuant to Rule 18f-3 under the Investment Company Act.(i) 11 -- Opinion and Consent of Sidley Austin Brown & Wood LLP. (j) 12(a) -- Opinion of Sidley Austin Brown & Wood LLP, special tax counsel for the Registrant, as to the reorganization of Merrill Lynch Connecticut Municipal Bond Fund, Merrill Lynch Maryland Municipal Bond Fund, Merrill Lynch Minnesota Municipal Bond Fund, and Merrill Lynch Texas Municipal Bond Fund into the National Portfolio of the Registrant. (k) 12(b) -- Opinion of Sidley Austin Brown & Wood LLP, special tax counsel for the Registrant, as to the reorganization of Merrill Lynch Arizona Municipal Bond Fund, Merrill Lynch Massachusetts Municipal Bond Fund, Merrill Lynch Michigan Municipal Bond Fund, Merrill Lynch North Carolina Municipal Bond Fund, and Merrill Lynch Ohio Municipal Bond Fund into the National Portfolio of the Registrant. 13 -- Not applicable. 14(a) -- Consent of Deloitte & Touche LLP, independent auditors for the Registrant.(j) 14(b) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Arizona Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 14(c) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Connecticut Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 14(d) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Maryland Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 14(e) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Massachusetts Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 14(f) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Michigan Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 14(g) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Minnesota Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 14(h) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch North Carolina Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 14(i) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Ohio Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 14(j) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Texas Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 15 -- Not applicable. 16 -- Power of Attorney.(l) 17(a) -- Prospectus, dated October 5, 2001, of the Registrant.(j) 17(b) -- Statement of Additional Information, dated October 5, 2001, of the Registrant.(j) 17(c) -- Prospectus, dated November 14, 2001, of Merrill Lynch Arizona Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 17(d) -- Prospectus, dated November 14, 2001, of Merrill Lynch Connecticut Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 17(e) -- Prospectus, dated November 14, 2001, of Merrill Lynch Maryland Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 17(f) -- Prospectus, dated November 14, 2001, of Merrill Lynch Massachusetts Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 17(g) -- Prospectus, dated November 14, 2001, of Merrill Lynch Michigan Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 17(h) -- Prospectus, dated November 14, 2001, of Merrill Lynch Minnesota Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) C-2 17(i) -- Prospectus, dated November 14, 2001, of Merrill Lynch North Carolina Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 17(j) -- Prospectus, dated November 14, 2001, of Merrill Lynch Ohio Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 17(k) -- Prospectus, dated November 14, 2001, of Merrill Lynch Texas Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust.(j) 17(l) -- Annual Report to Shareholders of the Registrant, as of June 30, 2001.(j) 17(m) -- Annual Report to Shareholders of Merrill Lynch Arizona Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of July 31, 2001.(j) 17(n) -- Annual Report to Shareholders of Merrill Lynch Connecticut Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of July 31, 2001.(j) 17(o) -- Annual Report to Shareholders of Merrill Lynch Maryland Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of July 31, 2001.(j) 17(p) -- Annual Report to Shareholders of Merrill Lynch Massachusetts Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of July 31, 2001.(j) 17(q) -- Annual Report to Shareholders of Merrill Lynch Michigan Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of July 31, 2001.(j) 17(r) -- Annual Report to Shareholders of Merrill Lynch Minnesota Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of July 31, 2001.(j) 17(s) -- Annual Report to Shareholders of Merrill Lynch North Carolina Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of July 31, 2001.(j) 17(t) -- Annual Report to Shareholders of Merrill Lynch Ohio Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of July 31, 2001.(j) 17(u) -- Annual Report to Shareholders of Merrill Lynch Texas Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust, as of July 31, 2001.(j) - ------------ (a) Filed on October 31, 1980 as an Exhibit to Post-Effective Amendment No. 4 to Registrant's Registration Statement on Form N-1A (File No. 2-57354) under the Securities Act (the "Registration Statement"). (b) Filed on October 12, 1988 as an Exhibit to Post-Effective Amendment No. 13 to the Registration Statement. (c) Filed on October 29, 1990 as an Exhibit to Post-Effective Amendment No. 15 to the Registration Statement. (d) Filed on September 1, 1992 as an Exhibit to Post-Effective Amendment No. 16 to the Registration Statement. (e) Included as Exhibit I to the Joint Proxy Statement and Prospectus filed on February 12, 2002 under Rule 497 under the Securities Act. (f) Reference is made to Article V (section 3), Article VI (sections 3 and 5), Article VII and Article VIII of the Registrant's Articles of Incorporation filed on October 31, 1980 as an Exhibit to Post-Effective Amendment No. 4 to the Registration Statement; and to Article II, Article III (section 3, 5 and 6), Article VII, Article XII, Article XIII and Article XV of the Registrant's By-Laws, filed on October 12, 1988 as an Exhibit to Post-Effective Amendment No. 13 to the Registration Statement. (g) Incorporated by reference to Exhibit 5 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc. (File No. 33-64398), filed on June 21, 2000. (h) Incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc. (File No. 33-64398), filed on June 21, 2000. (i) Incorporated by reference to Exhibit 18 to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended, filed on January 25, 1996, relating to shares of Merrill Lynch New York Municipal Bond Fund series of Merrill Lynch Multi-State Municipal Series Trust (File No. 2-99473). (j) Filed on January 10, 2002, as an Exhibit to the N-14 Registration Statement. (k) Filed on July 2, 2002, as an Exhibit to Post-Effective Amendment No. 1 to the N-14 Registration Statement. (l) Included on the signature page of the N-14 Registration Statement filed on January 10, 2002 and incorporated herein by reference. C-3 Item 17. Undertakings. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is party of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be field as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be anew registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them. (3) The Registrant undertakes to file, by post-effective amendment, a copy of an opinion of counsel as to certain tax matters, within a reasonable time after receipt of such opinion. C-4 SIGNATURES As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the Township of Plainsboro and State of New Jersey, on the 17th day of September, 2002. MERRILL LYNCH MUNICIPAL BOND FUND, INC. (Registrant) --------------------------------- By: /s/ Donald C. Burke (Donald C. Burke, Vice President) As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE - ---------- ----- ---- TERRY K. GLENN* President (Principal Executive - --------------------------------- Officer) and Director (Terry K. Glenn) DONALD C. BURKE* Vice President and Treasurer - --------------------------------- (Donald C. Burke) (Principal Financial and Accounting Officer) RONALD W. FORBES* - --------------------------------- Director (Ronald W. Forbes) CYNTHIA A. MONTGOMERY* Director - --------------------------------- (Cynthia A. Montgomery) CHARLES C. REILLY* Director - --------------------------------- (Charles C. Reilly) KEVIN A. RYAN* Director - --------------------------------- (Kevin A. Ryan) ROSCOE S. SUDDARTH* Director - --------------------------------- (Roscoe S. Suddarth) RICHARD R. WEST* Director - --------------------------------- (Richard R. West) EDWARD D. ZINBARG* Director - --------------------------------- (Edward D. Zinbarg) *By: /s/ DONALD C. BURKE September 17, 2002 ----------------------------- (Donald C. Burke, Attorney-in-Fact)
C-5 EXHIBIT INDEX Exhibit Number Description 4(b) -- Amendment to the Agreement and Plan of Reorganization between the Registrant, on behalf of the National Portfolio, and Merrill Lynch Multi-State Municipal Series Trust, on behalf of Merrill Lynch Massachusetts Municipal Bond Fund. 4(c) -- Amendment to the Agreement and Plan of Reorganization between the Registrant and Merrill Lynch Multi-State Municipal Series Trust, on behalf of Merrill Lynch North Carolina Municipal Bond Fund. 12(b) -- Opinion of Sidley Austin Brown & Wood LLP, special tax counsel for the Registrant, as to the reorganization of Merrill Lynch Arizona Municipal Bond Fund, Merrill Lynch Massachusetts Municipal Bond Fund, Merrill Lynch Michigan Municipal Bond Fund, Merrill Lynch North Carolina Municipal Bond Fund, and Merrill Lynch Ohio Municipal Bond Fund into the National Portfolio of the Registrant. C-6 EX-4.B 3 efc2-0913_5233117ex4b.txt 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 Merrill Lynch Multi-State Municipal Series Trust, a Massachusetts business trust ("Municipal Series Trust"), on behalf of Merrill Lynch Arizona Municipal Bond Fund, Merrill Lynch Connecticut Municipal Bond Fund, Merrill Lynch Maryland Municipal Bond Fund, Merrill Lynch Massachusetts Municipal Bond Fund (the "Massachusetts Fund"), Merrill Lynch Michigan Municipal Bond Fund, Merrill Lynch Minnesota Municipal Bond Fund, Merrill Lynch North Carolina Municipal Bond Fund, Merrill Lynch Ohio Municipal Bond Fund and Merrill Lynch Texas Municipal Bond Fund, each a series of Municipal Series Trust, and Merrill 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. MERRILL LYNCH MUNICIPAL BOND FUND , INC. ON BEHALF OF THE NATIONAL PORTFOLIO By: /s/ Donald C. Burke --------------------------------------------- Donald C. Burke, Vice President and Treasurer Attest: /s/ Alice A. Pellegrino Alice A. Pellegrino, Secretary MERRILL LYNCH MULTI -STATE MUNICIPAL SERIES TRUST ON BEHALF OF MERRILL LYNCH MASSACHUSETTS MUNICIPAL BOND FUND By: /s/ Donald C. Burke ---------------------------------------------- Donald C. Burke, Vice President and Treasurer Attest: /s/ Alice A. Pellegrino Alice A. Pellegrino, Secretary EX-4.C 4 efc2-0913_5233117ex4c.txt EXHIBIT 4(c) 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 Merrill Lynch Multi-State Municipal Series Trust, a Massachusetts business trust ("Municipal Series Trust"), on behalf of Merrill Lynch Arizona Municipal Bond Fund, Merrill Lynch Connecticut Municipal Bond Fund, Merrill Lynch Maryland Municipal Bond Fund, Merrill Lynch Massachusetts Municipal Bond Fund, Merrill Lynch Michigan Municipal Bond Fund, Merrill Lynch Minnesota Municipal Bond Fund, Merrill Lynch North Carolina Municipal Bond Fund (the "North Carolina Fund"), Merrill Lynch Ohio Municipal Bond Fund and Merrill Lynch Texas Municipal Bond Fund, each a series of Municipal Series Trust, and Merrill 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 North Carolina 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 North Carolina 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 North Carolina 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 North Carolina Fund to refer to the shares of common stock of National Portfolio to be distributed to the shareholders of the North Carolina Fund as follows: (i) each holder of Class A, Class B or Class C shares of beneficial interest of the North Carolina 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 C) as the shares of beneficial interest of the North Carolina Fund owned by such shareholder as of the Valuation Time; and (ii) each holder of Class D shares of beneficial interest of the North Carolina Fund as of the Valuation Time will be entitled to receive Class A 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 North Carolina 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 North Carolina Fund issued and outstanding and entitled to vote thereon, voting together as a single class at a special meeting of the shareholders of the North Carolina 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 C of the North Carolina 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 North Carolina 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 North Carolina 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. MERRILL LYNCH MUNICIPAL BOND FUND, INC. ON BEHALF OF THE NATIONAL PORTFOLIO By: /s/ Donald C. Burke --------------------------------------------- Donald C. Burke, Vice President and Treasurer Attest: /s/ Alice A. Pellegrino Alice A. Pellegrino, Secretary MERRILL LYNCH MULTI -STATE MUNICIPAL SERIES TRUST ON BEHALF OF MERRILL LYNCH NORTH CAROLINA MUNICIPAL BOND FUND By: /s/ Donald C. Burke --------------------------------------------- Donald C. Burke, Vice President and Treasurer Attest: /s/ Alice A. Pellegrino - ------------------------------ Alice A. Pellegrino, Secretary EX-12.B 5 efc2-0913_5233117ex12b.txt EXHIBIT 12(b) SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO 787 SEVENTH AVENUE BEIJING NEW YORK, NEW YORK 10019 DALLAS TELEPHONE 212 839 5300 GENEVA FACSIMILE 212 839 5599 LOS ANGELES www.sidley.com HONG KONG SAN FRANCISCO FOUNDED 1866 LONDON WASHINGTON, D.C. SHANGHAI SINGAPORE TOKYO July 29, 2002 National Portfolio, a series of Merrill Lynch Municipal Bond Fund, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Arizona Municipal Bond Fund 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Massachusetts Municipal Bond Fund 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Michigan Municipal Bond Fund 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch North Carolina Municipal Bond Fund 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Ohio Municipal Bond Fund 800 Scudders Mill Road Plainsboro, New Jersey 08536 each a series of Merrill Lynch Multi-State Municipal Series Trust Re: Reorganization of the National Portfolio, a series of Merrill Lynch Municipal Bond Fund, Inc., and Merrill Lynch Arizona Municipal Bond Fund, Merrill Lynch Massachusetts Municipal Bond Fund, Merrill Lynch Michigan Municipal Bond Fund, Merrill Lynch North Carolina Municipal Bond Fund and Merrill Lynch Ohio Municipal Bond Fund, each a series of Merrill Lynch Multi-State Municipal Series Trust -------------------------------------------- Ladies and Gentlemen: You have requested our opinion as to certain Federal income tax consequences of the acquisition by the National Portfolio (the "National Portfolio"), a series of Merrill Lynch Municipal Bond Fund, Inc. ("Municipal Bond Fund"), of substantially all of the assets of, and the assumption by the National Portfolio of substantially all of the liabilities of, Merrill Lynch Arizona Municipal Bond Fund, Merrill Lynch Massachusetts Municipal Bond Fund, Merrill Lynch Michigan Municipal Bond Fund, Merrill Lynch North Carolina Municipal Bond Fund and Merrill Lynch Ohio Municipal Bond Fund (each, a "State Fund" and collectively, the "State Funds"), each a series of Merrill Lynch Multi-State Municipal Series Trust ("Municipal Series Trust"), and the simultaneous distribution of newly-issued shares of common stock, par value $.10 per share, of the National Portfolio, to the shareholders of each State Fund (the "Reorganization"). After the Reorganization, each State Fund will cease to operate as a separate series of Municipal Series Trust, will have no assets remaining, will have final Federal and state (if any) tax returns filed on its behalf and will have all of its shares of beneficial interest cancelled under the Declaration of Trust of Municipal Series Trust, as amended, and Massachusetts law. This opinion letter is furnished pursuant to (i) the sections entitled, "The Reorganization--Terms of the Agreement and Plan of Reorganization--Required Approvals" and "The Reorganization--Terms of the Agreement and Plan of Reorganization--Amendments and Conditions" in the Proxy Statement and Prospectus, which is a part of the Registration Statement on Form N-14 (File No. 333-76504) of Municipal Bond Fund, as amended and supplemented to date (collectively the "N-14 Registration Statement"), which became effective on February 9, 2002 and (ii) Sections 8(g) and 9(h) of the Agreement and Plan of Reorganization, dated as of February 8, 2002, and amended as of July 16, 2002, by and between Municipal Series Trust and Municipal Bond Fund (the "Plan"). All terms used herein, unless otherwise defined, are used as defined in the Plan. In rendering our opinion, we have reviewed and relied upon (a) the Plan, (b) the N-14 Registration Statement, and (c) certain representations concerning the Reorganization made by (i) the National Portfolio dated July 29, 2002, (ii) the Arizona Fund dated July 29, 2002, (iii) the Massachusetts Fund dated July 29, 2002, (iv) the Michigan Fund dated July 29, 2002, (v) the North Carolina Fund dated July 29, 2002, and (vi) the Ohio Fund dated July 29, 2002 (collectively, the "Representations"). Based upon current law, including cases and administrative interpretations thereof and on the reviewed materials listed above, it is our opinion that: 1. The acquisition by the National Portfolio of substantially all of the assets of each State Fund, as described in the Plan, will constitute a reorganization within the meaning of section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"), and the National Portfolio and each State Fund will each be a "party" to a reorganization within the meaning of section 368(b) of the Code. 2. In accordance with section 361(a) of the Code, each State Fund will not recognize any gain or loss either on the transfer of substantially all of its assets to the National Portfolio in exchange solely for shares of common stock of the National Portfolio or on the simultaneous distribution of the shares of common stock of the National Portfolio to such State Fund's shareholders. 3. Under section 1032 of the Code, the National Portfolio will recognize no gain or loss as a result of the Reorganization. 4. In accordance with section 354(a)(1) of the Code, shareholders of each State Fund will recognize no gain or loss on the exchange of their respective shares of beneficial interest for shares of common stock of the National Portfolio. 5. The basis of the assets of each State Fund received by the National Portfolio in the Reorganization will be the same as the basis of such assets to each State Fund immediately before the Reorganization under section 362(b) of the Code. 6. Under section 358 of the Code, the basis of the shares of common stock of the National Portfolio received by shareholders of each State Fund will be the same as the basis of their respective shares of beneficial interest in a State Fund exchanged pursuant to the Reorganization. 7. Under section 1223 of the Code, the holding period of the shares of common stock of the National Portfolio received in the Reorganization will include the holding period of the shares of beneficial interest of each State Fund exchanged pursuant to the Reorganization, provided that such shares were held as a capital asset on the date of the Reorganization. 8. The holding period of the assets acquired by the National Portfolio from each State Fund will include the period during which such assets were held by such State Fund under section 1223 of the Code. 9. Pursuant to section 381(a) of the Code and section 1.381(a)-1 of the Income Tax Regulations, the National Portfolio will succeed to and take into account the items of each State Fund described in section 381(c) of the Code, subject to the provisions and limitations specified in sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Under section 381(b) of the Code, the taxable year of each State Fund will end on the date of the Reorganization. Our opinion represents our best legal judgment with respect to the proper Federal income tax treatment of the Reorganization, based on the facts contained in the Plan, the N-14 Registration Statement and the Representations. Our opinion assumes the accuracy of the facts as described in the Plan, the N-14 Registration Statement and the Representations and could be affected if any of the facts as so described are inaccurate. We are furnishing this opinion letter to the addressees hereof, solely for the benefit of such addressees in connection with the Reorganization. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose. Very truly yours, /s/ Sidley Austin Brown & Wood LLP -----END PRIVACY-ENHANCED MESSAGE-----