AGREEMENT AND PLAN OF REORGANIZATION
BY
AMERICAN CENTURY GOVERNMENT INCOME TRUST
TABLE OF CONTENTS
Preamble........................................................................................1
1. Transfer of Assets of Treasury..................................................................1
2. Liquidating Distribution and Termination of Treasury............................................2
3. Valuation Time..................................................................................3
4. Certain Representations, Warranties and Agreements of ACGIT.....................................3
5. Certain Representations, Warranties and Agreements of ACGIT.....................................6
6. Shareholder Action on Behalf of Treasury........................................................7
7. Registration Statement and Proxy Solicitation Materials.........................................8
8. Effective Time of the Reorganization............................................................8
9. ACGIT Conditions...............................................................................10
10. ACGIT Conditions...............................................................................10
11. Tax Documents..................................................................................11
12. Further Assurances.............................................................................11
13. Termination of Representations and Warranties..................................................12
14. Termination of Agreement.......................................................................12
15. Amendment and Waiver...........................................................................12
16. Governing Law..................................................................................13
17. Successors and Assigns.........................................................................13
18. Beneficiaries..................................................................................13
19. ACGIT Liability................................................................................13
20. Notices........................................................................................13
21. Expenses.......................................................................................14
22. Entire Agreement...............................................................................14
23. Counterparts...................................................................................14
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION made as of April 1, 2002 by American
Century Government Income Trust, a Massachusetts business trust ("ACGIT").
WHEREAS, the parties desire that substantially all of the assets and
liabilities of the Treasury portfolio of ACGIT ("Treasury") be transferred to,
and be acquired and assumed by, the Government Bond portfolio of ACGIT
("Government Bond") in exchange for shares of Government Bond which shall
thereafter be distributed by ACGIT to the holders of shares of Treasury, all as
described in this Agreement (the "Reorganization");
WHEREAS, the parties intend that the transfer of assets, assumption of
liabilities and distribution of shares in Treasury be treated as a tax-free
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"); and
WHEREAS, the parties intend that in connection with the Reorganization,
Treasury shall be terminated and de-registered as described in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and subject to the terms and conditions hereof, and
intending to be legally bound hereby, ACGIT agrees as follows:
1. TRANSFER OF ASSETS OF TREASURY.
1.1. At the Effective Time (as defined in Section 8), ACGIT shall transfer
and convey, on behalf of Treasury, all property of every description, and all
interests, rights, privileges and powers of Treasury (such assets, the "Treasury
Assets"). Simultaneously, ACGIT shall, on behalf of Government Bond, accept the
Treasury Assets and assume all liabilities, whether accrued, absolute,
contingent or otherwise, of Treasury reflected in the calculation of Treasury's
net asset value (the "Treasury Liabilities"). As a result, at and after the
Effective Time: (i) all assets of Treasury shall become and be the assets of
Government Bond; and (ii) all known liabilities of Treasury reflected as such in
the calculation of Treasury's net asset value shall attach to Government Bond as
aforesaid and may thenceforth be enforced against Government Bond to the extent
as if the same had been incurred by it. Without limiting the generality of the
foregoing, the Treasury Assets shall include all property and assets of any
nature whatsoever, including without limitation, all cash, cash equivalents,
securities, other investments, claims and receivables (including dividend and
interest receivables) owned by Treasury, and any deferred or prepaid expenses
shown as an asset on Treasury's books at the Effective Time, and all good will,
other intangible property and books and records belonging to Treasury. Recourse
by any person for the Treasury Liabilities assumed by Government Bond shall, at
and after the Effective Time, be limited to Government Bond.
1.2. In exchange for the transfer of the Treasury Assets and the assumption
of the Treasury Liabilities, ACGIT shall simultaneously issue at the Effective
Time to Treasury a number of full and fractional shares (to the third decimal
place) of Government Bond, all determined and adjusted as provided in this
Agreement. The number of shares of Government Bond so issued will have an
aggregate net asset value equal to the value of the Treasury Assets, less the
Treasury Liabilities, that are represented by shares of Treasury, the holders of
which shall receive shares of Government Bond, all determined and adjusted as
provided in this Agreement.
1.3. The net asset values of shares of Government Bond and of Treasury
shall be determined as of the Valuation Time, as defined in Section 3.
1.4. The net asset value of shares of Government Bond shall be computed in
the manner set forth in Government Bond's then-current prospectus under the
Securities Act of 1933, as amended (the "1933 Act"). The net asset value of the
Treasury Assets to be transferred by ACGIT shall be computed by ACGIT. In
determining the value of the securities transferred by Treasury to Government
Bond, each security shall be priced in accordance with the policies and
procedures of ACGIT as described in its then-current prospectus and statement of
additional information and adopted by ACGIT's Board of Trustees. Price
quotations and the security characteristics relating to establishing such
quotations shall be determined by ACGIT.
2. LIQUIDATING DISTRIBUTION AND TERMINATION OF TREASURY.
Immediately after the Effective Time, Treasury shall distribute in the
complete liquidation pro rata to the record holders of its shares at the
Effective Time the shares of Government Bond to be received by the record
holders of Treasury. ACGIT shall record on its books the ownership of shares of
Government Bond by the record holders of shares of Treasury. All of the issued
and outstanding shares of Treasury shall be redeemed and canceled on the books
of ACGIT at the Effective Time and shall thereafter represent only the right to
receive the shares of Government Bond, and Treasury's transfer books shall be
closed permanently. As soon as practicable after the Effective Time, ACGIT shall
take all steps as shall be necessary and proper to effect the dissolution of
Treasury under federal and state law. After the Effective Time, ACGIT shall not
conduct any business with respect to Treasury except in connection with
Treasury's liquidation and dissolution.
3. VALUATION TIME.
Subject to Section 1.4 hereof, the Valuation Time for the Reorganization
shall be on such date as may be agreed by the duly authorized officers of ACGIT.
4. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACGIT.
ACGIT, on behalf of itself and Treasury, represents and warrants to, and
agrees with the following:
4.1. ACGIT is a Massachusetts business trust duly created pursuant to a
Declaration of Trust for the purpose of acting as a management investment
company under the 1940 Act and is validly existing under the laws of, and duly
authorized to transact business in, the Commonwealth of Massachusetts, Treasury
is registered with the SEC as an open-end management investment company under
the 1940 Act and such registration is in full force and effect.
4.2. ACGIT has power to own all of its properties and assets and, subject
to the approval of shareholders referred to herein, to carry out and consummate
the transactions contemplated hereby, and has all necessary federal, state and
local authorizations to carry on its business as now being conducted and to
consummate the transactions contemplated by this Agreement.
4.3. This Agreement has been duly authorized, executed and delivered by
ACGIT, and represents ACGIT's valid and binding contract, enforceable in
accordance with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity. The execution and delivery of this Agreement does not and
will not, and the consummation of the transactions contemplated by this
Agreement will not, violate ACGIT's Declaration of Trust, By-laws, or any
agreement or arrangement to which it is a party or by which it is bound.
4.4. Treasury has elected to qualify and has qualified as a "regulated
investment company" under Subtitle A, Chapter 1, Subchapter M, Part I of the
Code, as of and since its first taxable year; has been a regulated investment
company at all times since the end of its first taxable year when it so
qualified; and qualifies and shall continue to qualify as a regulated investment
company until the Effective Time.
4.5. All federal, state, local and foreign income, profits, franchise,
sales, withholding, customs, transfer and other taxes, including interest,
additions to tax and penalties (collectively, "Taxes") relating to the Treasury
Assets or properly shown to be due on any return filed by Treasury with respect
to taxable periods ending on or prior to, and the portion of any interim period
up to, the date hereof have been fully and timely paid or provided for; and
there are no levies, liens, or other encumbrances relating to Taxes existing,
threatened or pending with respect to the Treasury Assets.
4.6. The financial statements of Treasury for the fiscal year ended March
31, 2001, audited by PricewaterhouseCoopers, LLP, independent auditors, copies
of which have been previously furnished to ACGIT, present fairly the financial
position of Treasury as of March 31, 2001 and the results of its operations for
the year then ending, in conformity with generally accepted accounting
principles.
4.7. Prior to the Valuation Time, Treasury shall have declared a dividend
or dividends, with a record date and ex-dividend date prior to such Valuation
Time, which, together with all previous dividends, shall have the effect of
distributing to its shareholders all of its investment company taxable income,
if any, for the taxable periods or years ended on or before Treasury's most
recent fiscal year end, and for the period from said date to and including the
Effective Time (computed without regard to any deduction for dividends paid),
and all of its tax-exempt income and net capital gain, if any, realized in
taxable periods or years ended on or before Treasury's fiscal year end and for
the period from said date to and including the Effective Time. Such dividends
will be paid to shareholders of Treasury prior to the Effective Date.
4.8. At both the Valuation Time and the Effective Time, there shall be no
known liabilities of Treasury, whether accrued, absolute, contingent or
otherwise, not reflected in the net asset value per share of its outstanding
shares.
4.9. There are no legal, administrative or other proceedings pending or, to
ACGIT's knowledge threatened, against ACGIT or Treasury which could result in
liability on the part of Treasury.
4.10. Subject to the approval of shareholders, at both the Valuation Time
and the Effective Time, ACGIT shall have full right, power and authority to
assign, transfer and deliver the Treasury Assets and, upon delivery and payment
for the Treasury Assets as contemplated herein, Government Bond shall acquire
good and marketable title thereto, free and clear of all liens and encumbrances,
and subject to no restrictions on the ownership or transfer thereof (except as
imposed by federal or state securities laws).
4.11. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by ACGIT of the
transactions contemplated by this Agreement, except such as may be required
under the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
Act"), the 1940 Act, the rules and regulations under those Acts, and state
securities laws.
4.12. Insofar as the following relate to ACGIT, the registration statement
filed by ACGIT on Form N-14 relating to the shares of Government Bond that will
be registered with the SEC pursuant to this Agreement, which, without
limitation, shall include a proxy statement and prospectus of ACGIT with respect
to the transactions contemplated by this Agreement, and any supplement or
amendment thereto or to the documents contained or incorporated therein by
reference (the "N-14 Registration Statement"), on the effective date of the N-14
Registration Statement, at the time of any shareholders' meeting referred to
herein and at the Effective Time: (i) shall comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act, the rules and
regulations thereunder, and state securities laws, and (ii) shall not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the representations and warranties in this
subsection shall apply only to statements in or omissions from the N-14
Registration Statement made in reliance upon and in conformity with information
furnished by ACGIT for use in the N-14 Registration Statement.
4.13. All of the issued and outstanding shares of Treasury have been duly
and validly issued, are fully paid and non-assessable, and were offered for sale
and sold in conformity with all applicable federal and state securities laws,
and no shareholder of Treasury has any preemptive right of subscription or
purchase in respect of such shares.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACGIT.
ACGIT, on behalf of itself and Government Bond, represents and warrants to,
and agrees with the following:
5.1. ACGIT is a Massachusetts business trust duly created pursuant to a
Declaration of Trust for the purpose of acting as a management investment
company under the 1940 Act and is validly existing under the laws of, and duly
authorized to transact business in, the Commonwealth of Massachusetts,
Government Bond is registered with the SEC as an open-end management investment
company under the 1940 Act and such registration is in full force and effect.
5.2. ACGIT has the power to own all of its properties and assets and to
carry out and consummate the transactions contemplated herein, and has all
necessary federal, state and local authorizations to carry on its business as
now being conducted and to consummate the transactions contemplated by this
Agreement.
5.3. This Agreement has been duly authorized, executed and delivered by
ACGIT, and represents ACGIT's valid and binding contract, enforceable in
accordance with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity. The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated by this Agreement will not,
violate ACGIT's Declaration of Trust or By-laws or any agreement or arrangement
to which it is a party or by which it is bound.
5.4. Government Bond has elected to qualify, and has qualified, as a
"regulated investment company" under Subtitle A, Chapter 1, Subchapter M, Part I
of the Code, as of and since its first taxable year; and has been a regulated
investment company at all times since the end of its first taxable year when it
so qualified and intends to continue to qualify as a regulated investment
company.
5.5. The financial statements of Government Bond for its fiscal year ended
March 31, 2001, audited by PricewaterhouseCoopers LLP, independent auditors,
copies of which have been previously furnished to ACGIT, present fairly the
financial position of Government Bond as of March 31, 2001 and the results of
its operations for the year then ending, in conformity with generally accepted
accounting principles.
5.6. At both the Valuation Time and the Effective Time, there shall be no
known liabilities of Government Bond whether accrued, absolute, contingent or
otherwise, not reflected in the net asset value per share of its shares to be
issued pursuant to this Agreement.
5.7. There are no legal, administrative or other proceedings pending or, to
its knowledge, threatened against ACGIT or Government Bond that could result in
liability on the part of ACGIT or Government Bond.
5.8. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by ACGIT of the
transactions contemplated by this Agreement, except such as may be required
under the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations under
those Acts, and state securities laws.
5.9. Insofar as the following relate to ACGIT, the N-14 Registration
Statement on its effective date, at the time of any shareholders' meetings
referred to herein and at the Effective Time: (i) shall comply in all material
respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act, the
rules and regulations thereunder, and state securities laws, and (ii) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the representations and warranties in this
subsection shall apply only to statements in or omissions from the N-14
Registration Statement made in reliance upon and in conformity with information
furnished by ACGIT for use in the N-14 Registration Statement.
5.10. The shares of Government Bond to be issued and delivered to Treasury
for the account of record holders of shares of Treasury pursuant to the terms
hereof shall have been duly authorized as of the Effective Time and, when so
issued and delivered, shall be registered under the 1933 Act, duly and validly
issued, fully paid and non-assessable, and no shareholder of ACGIT shall have
any preemptive right of subscription or purchase in respect thereto.
6. SHAREHOLDER ACTION ON BEHALF OF TREASURY.
6.1. As soon as practicable after the effective date of the N-14
Registration Statement, but in any event prior to the Effective Time and as a
condition to the Reorganization, the Board of Directors of ACGIT shall call, and
ACGIT shall hold, a meeting of the shareholders of Treasury for the purpose of
considering and voting upon:
6.1.1. Approval of this Agreement and the transactions contemplated hereby,
including, without limitation:
6.1.1.1. The transfer of the Treasury Assets to Government Bond and the
assumption by Government Bond of the Treasury Liabilities, in exchange for
shares of Government Bond, as described in this Agreement; and
6.1.1.2. The liquidation of Treasury through the distribution to its record
holders of the shares of Government Bond as described in this Agreement; and
6.1.2. Such other matters as may be determined by the Board of Directors or
authorized officers of the parties.
6.2. Approval of this Reorganization Agreement by the shareholders of
Treasury shall constitute the waiver of the application of any fundamental
policy of Treasury that might be deemed to prevent them from taking the actions
necessary to effectuate the Reorganization as described, and such policies, if
any, shall be deemed to have been amended accordingly.
7. REGISTRATION STATEMENT AND PROXY SOLICITATION MATERIALS.
The N-14 Registration Statement under the 1933 Act, including the combined
prospectus/proxy statement contained therein under the 1934 Act and 1940 Act
proxy rules, shall be filed with the SEC as promptly as practicable, ACGIT shall
have furnished and shall continue to furnish the information relating to
Treasury and Government Bond that is required by the 1933 Act, the 1934 Act, the
1940 Act, the rules and regulations under each of those Acts and state
securities laws, to be included in the N-14 Registration Statement.
8. EFFECTIVE TIME OF THE REORGANIZATION.
Delivery of the Treasury Assets and the shares of Government Bond to be
issued pursuant to Section 1 and the liquidation of Treasury pursuant to Section
2 shall occur at the opening of business on the next business day following the
Valuation Time, or on such other date, and at such place and time, as may be
determined by the President or any Vice President of ACGIT. The date and time at
which such actions are taken are referred to herein as the "Effective Time." To
the extent any of the Treasury Assets are, for any reason, not transferred at
the Effective Time, ACGIT shall cause such Treasury Assets to be transferred in
accordance with this Agreement at the earliest practicable date thereafter.
9. ACGIT CONDITIONS.
The obligations of ACGIT hereunder with respect to Government Bond shall be
subject to the following conditions precedent:
9.1. This Agreement and the transactions contemplated by this Agreement
shall have been approved by the shareholders of Treasury, in the manner required
by law.
9.2. ACGIT shall have duly executed and delivered such bills of sale,
assignments, certificates and other instruments of transfer ("Transfer
Documents") as may be necessary or desirable to transfer all right, title and
interest of ACGIT and Treasury in and to the Treasury Assets. The Treasury
Assets shall be accompanied by all necessary state stock transfer stamps or cash
for the appropriate purchase price therefor.
9.3. All representations and warranties made in this Agreement shall be
true and correct in all material respects as if made at and as of the Valuation
Time and the Effective Time. As of the Valuation Time and the Effective Time,
there shall have been no material adverse change in the financial position of
Treasury since March 31, 2001, other than those changes incurred in the ordinary
course of business as an investment company. 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. ACGIT shall have received a tax opinion addressed to ACGIT in a form
reasonably satisfactory to it and dated the Effective Time, substantially to the
effect that for federal income tax purposes: (i) the transfer of the Treasury
Assets hereunder, and the assumption by Government Bond of the Treasury
Liabilities, in exchange for shares of Government Bond, and the distribution of
said shares to the shareholders of Treasury, as provided in this Agreement, will
constitute a reorganization within the meaning of Section 368 of the Code, and
Treasury and Government Bond will each be considered "a party to a
reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain
or loss will be recognized by Treasury as a result of such transaction; (iii) no
gain or loss will be recognized by Government Bond as a result of such
transaction; (iv) no gain or loss will be recognized by the shareholders of
Treasury on the distribution to them by Treasury of shares of Government Bond in
exchange for their shares of Treasury; (v) the aggregate basis of Government
Bond shares received by each shareholder of Treasury will be the same as the
aggregate basis of the shareholder's Treasury shares immediately prior to the
transaction; (vi) the basis of the Treasury Assets to Government Bond will be
the same as the basis of the Treasury Assets in the hands of Treasury
immediately prior to the exchange; (vii) a shareholder's holding period for
Government Bond shares will be determined by including the period for which the
shareholder held the shares of Treasury exchanged therefor, provided that the
shareholder held such shares of Treasury as a capital asset; and (viii) the
holding period of Government Bond with respect to the Treasury Assets will
include the period for which the Treasury Assets were held by Treasury (except
to the extent that an activity or investment of Government Bond has the effect
of diminishing a holding period with respect to an asset).
9.5. The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the transactions contemplated by this Agreement under Section
25(c) of the 1940 Act.
9.6. The N-14 Registration Statement shall have become effective under the
1933 Act and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of ACGIT, contemplated by the SEC, and the
parties shall have received all permits and other authorizations necessary under
state securities laws to consummate the transactions contemplated by this
Agreement.
9.7. The President or a Vice President of ACGIT shall have certified that
ACGIT has performed and complied in all material respects with each of its
agreements and covenants required by this Agreement to be performed or complied
with by it prior to or at the Valuation Time and the Effective Time.
10. ACGIT CONDITIONS.
The obligations of ACGIT hereunder with respect to Treasury shall be
subject to the following conditions precedent:
10.1. This Agreement and the transactions contemplated by this Agreement
shall have been approved by the shareholders of Treasury in the manner required
by law.
10.2. All representations and warranties of ACGIT made in this Agreement
shall be true and correct in all material respects as if made at and as of the
Valuation Time and the Effective Time. As of the Valuation Time and the
Effective Time, there shall have been no material adverse change in the
financial condition of Government Bond since March 31, 2001, other than those
changes incurred in the ordinary course of business as an investment company. 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.
10.3. ACGIT shall have received a tax opinion, addressed to ACGIT in a form
reasonably satisfactory to it and dated the Effective Time, with respect to the
matters specified in Section 9.4.
10.4. The N-14 Registration Statement shall have become effective under the
1933 Act and no stop order suspending such effectiveness shall have been
instituted, or to the knowledge of ACGIT, contemplated by the SEC, and the
parties shall have received all permits and other authorizations necessary under
state securities laws to consummate the transactions contemplated by this
Agreement.
10.5. ACGIT shall not sell or otherwise dispose of any shares of Government
Bond to be received in the transactions contemplated herein, except in
distribution to its shareholders as contemplated herein.
10.6. The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
consummation of the transactions contemplated by this Agreement under Section
25(c) of the 1940 Act.
10.7. The President or a Vice President of ACGIT shall have certified that
ACGIT has performed and complied in all material respects with each of its
agreements and covenants required by this Agreement to be performed or complied
with by it prior to or at the Valuation Time and the Effective Time.
11. TAX DOCUMENTS.
ACGIT shall have at the Effective Time confirmations or other adequate
evidence as to the adjusted tax basis of the Treasury Assets then delivered to
Government Bond in accordance with the terms of this Agreement.
12. FURTHER ASSURANCES.
Subject to the terms and conditions herein provided, each of the parties
hereto shall use its best efforts to take, or cause to be taken, such action, to
execute and deliver, or cause to be executed and delivered, such additional
documents and instruments, and to do, or cause to be done, all things necessary,
proper or advisable under the provisions of this Agreement and under applicable
law to consummate and make effective the transactions contemplated by this
Agreement.
13. TERMINATION OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the parties set forth in this
Agreement shall terminate at the Effective Time.
14. TERMINATION OF AGREEMENT.
14.1. This Agreement may be terminated prior to the Effective Time by the
Board of Trustees of ACGIT, as provided below:
14.1.1. With respect to Government Bond, by ACGIT if the conditions set
forth in Section 9 are not satisfied as specified in said Section;
14.1.2. With respect to Treasury, by ACGIT if the conditions set forth in
Section 10 are not satisfied as specified in said Section;
14.1.3. By the mutual consent of the parties.
14.2. If a party terminates this Agreement because one or more of its
conditions precedent have not been fulfilled, or if this Agreement is terminated
by mutual consent, this Agreement will become null and void without any
liability of either party or any of their investment portfolios to the other;
provided, however, that if such termination is by ACGIT with respect to
Government Bond pursuant to Section 14.1.1 as a result of a breach by ACGIT with
respect to Treasury of any of its representations, warranties or covenants in
this Agreement, or such termination is by ACGIT with respect to Treasury
pursuant to Section 14.1.2 as a result of a breach by ACGIT with respect to
Government Bond of any of its representations, warranties or covenants in this
Agreement, nothing herein shall affect the non-breaching party's right to
damages on account of such other party's breach.
15. AMENDMENT AND WAIVER.
At any time prior to or (to the fullest extent permitted by law) after
approval of this Agreement by the shareholders of ACGIT, (a) the parties hereto
may, by written agreement authorized by their Board of Trustees, or their
respective Presidents or any Vice Presidents, and with or without the approval
of their shareholders, amend any of the provisions of this Agreement, and (b)
either party may waive any breach by the other party or the failure to satisfy
any of the conditions to its obligations (such waiver to be in writing and
executed by the President or Vice President of the waiving party with or without
the approval of such party's shareholders).
16. GOVERNING LAW.
This Agreement and the transactions contemplated hereby shall be governed,
construed and enforced in accordance with the laws of Massachusetts without
giving effect to the conflicts of law principles otherwise applicable therein.
17. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon the respective successors and
permitted assigns of the parties hereto. This Agreement and the rights,
obligations and liabilities hereunder may not be assigned by either party
without the consent of the other party.
18. BENEFICIARIES.
Nothing contained in this Agreement shall be deemed to create rights in
persons not parties hereto, other than the successors and permitted assigns of
the parties.
19. ACGIT LIABILITY.
19.1. The name "American Century Government Income Trust" and "Trustees of
American Century Government Income Trust" refer respectively to the trust
created and the trustees, as trustees but not individually or personally, acting
from time to time under an Amended and Restated Agreement and Declaration of
Trust dated as of March 9, 1998, as amended, which is hereby referred to and
copies of which are on file at the office of the State Secretary of the
Commonwealth of Massachusetts and at the principal office of ACGIT. The
obligations of ACGIT entered into in the name or on behalf thereof by any of its
trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the trustees, shareholders or
representatives of ACGIT personally, but bind only the trust property, and all
persons dealing with any portfolio of ACGIT must look solely to the trust
property belonging to such portfolio for the enforcement of any claims against
ACGIT.
19.2. Both parties specifically acknowledge and agree that any liability of
ACGIT under this Agreement with respect to Government Bond, or in connection
with the transactions contemplated herein with respect to Government Bond, shall
be discharged only out of the assets of Government Bond and that no other
portfolio of ACGIT, if any, shall be liable with respect thereto.
19.3. Both parties specifically acknowledge and agree that any liability of
ACGIT under this Agreement with respect to Treasury, or in connection with the
transactions contemplated herein with respect to Treasury, shall be discharged
only out of the assets of Treasury and that no other portfolio of ACGIT, if any,
shall be liable with respect thereto.
20. NOTICES.
All notices required or permitted herein shall be in writing and shall be
deemed to be properly given when delivered personally or by telecopier to the
party entitled to receive the notice or when sent by certified or registered
mail, postage prepaid, or delivered to a nationally recognized overnight courier
service, in each case properly addressed to the party entitled to receive such
notice at the address or telecopier number stated below or to such other address
or telecopier number as may hereafter be furnished in writing by notice
similarly given by one party to the other party hereto:
If to American Century Government Income Trust:
Xxxxxxx X. Xxxxxxxxxxx
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
21. EXPENSES.
Expenses incurred in connection with the Reorganization are the sole
responsibility of and will be borne by American Century Investment Management,
Inc. or one or more of its affiliates.
22. ENTIRE AGREEMENT.
This Agreement embodies the entire agreement and understanding of the
parties hereto and supersedes any and all prior agreements, arrangements and
understandings relating to matters provided for herein.
23. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers designated below as of the date
first written.
AMERICAN CENTURY GOVERNMENT
INCOME TRUST
By:
Xxxxxxx X. Xxxxxxxxxxx
Vice President
ATTEST:
Xxxxxxxxx X. Xxxxxxxx
