AGREEMENT AND PLAN OF REORGANIZATION
BY
AMERICAN CENTURY MUNICIPAL TRUST
TABLE OF CONTENTS
Preamble........................................................................................1
1. Transfer of Assets of Florida Municipal Money Market............................................1
2. Liquidating Distribution and Termination of Florida Municipal Money Market......................2
3. Valuation Time..................................................................................3
4. Certain Representations, Warranties and Agreements of ACMT......................................3
5. Certain Representations, Warranties and Agreements of ACMT......................................6
6. Shareholder Action on Behalf of Florida Municipal Money Market..................................7
7. Registration Statement and Proxy Solicitation Materials.........................................8
8. Effective Time of the Reorganization............................................................8
9. ACMT Conditions................................................................................10
10. ACMT 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. ACMT 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 Municipal Trust, a Massachusetts business trust ("ACMT").
WHEREAS, the parties desire that substantially all of the assets and
liabilities of the Florida Municipal Money Market portfolio of ACMT ("Florida
Municipal Money Market") be transferred to, and be acquired and assumed by, the
Tax-Free Money Market portfolio of ACMT ("Tax-Free Money Market") in exchange
for shares of Tax-Free Money Market which shall thereafter be distributed by
ACMT to the holders of shares of Florida Municipal Money Market, 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 Florida Municipal Money Market 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,
Florida Municipal Money Market 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, ACMT agrees as follows:
1. TRANSFER OF ASSETS OF FLORIDA MUNICIPAL MONEY MARKET.
1.1. At the Effective Time (as defined in Section 8), ACMT shall transfer
and convey, on behalf of Florida Municipal Money Market, all property of every
description, and all interests, rights, privileges and powers of Florida
Municipal Money Market (such assets, the "Florida Municipal Money Market
Assets"). Simultaneously, ACMT shall, on behalf of Tax-Free Money Market, accept
the Florida Municipal Money Market Assets and assume all liabilities, whether
accrued, absolute, contingent or otherwise, of Florida Municipal Money Market
reflected in the calculation of Florida Municipal Money Market's net asset value
(the "Florida Municipal Money Market Liabilities"). As a result, at and after
the Effective Time: (i) all assets of Florida Municipal Money Market shall
become and be the assets of Tax-Free Money Market; and (ii) all known
liabilities of Florida Municipal Money Market reflected as such in the
calculation of Florida Municipal Money Market's net asset value shall attach to
Tax-Free Money Market as aforesaid and may thenceforth be enforced against
Tax-Free Money Market to the extent as if the same had been incurred by it.
Without limiting the generality of the foregoing, the Florida Municipal Money
Market 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 Florida Municipal Money Market, and any deferred or
prepaid expenses shown as an asset on Florida Municipal Money Market's books at
the Effective Time, and all good will, other intangible property and books and
records belonging to Florida Municipal Money Market. Recourse by any person for
the Florida Municipal Money Market Liabilities assumed by Tax-Free Money Market
shall, at and after the Effective Time, be limited to Tax-Free Money Market.
1.2. In exchange for the transfer of the Florida Municipal Money Market
Assets and the assumption of the Florida Municipal Money Market Liabilities,
ACMT shall simultaneously issue at the Effective Time to Florida Municipal Money
Market a number of full and fractional shares (to the third decimal place) of
Tax-Free Money Market, all determined and adjusted as provided in this
Agreement. The number of shares of Tax-Free Money Market so issued will have an
aggregate net asset value equal to the value of the Florida Municipal Money
Market Assets, less the Florida Municipal Money Market Liabilities, that are
represented by shares of Florida Municipal Money Market, the holders of which
shall receive shares of Tax-Free Money Market, all determined and adjusted as
provided in this Agreement.
1.3. The net asset values of shares of Tax-Free Money Market and of Florida
Municipal Money Market shall be determined as of the Valuation Time, as defined
in Section 3.
1.4. The net asset value of shares of Tax-Free Money Market shall be
computed in the manner set forth in Tax-Free Money Market's then-current
prospectus under the Securities Act of 1933, as amended (the "1933 Act"). The
net asset value of the Florida Municipal Money Market Assets to be transferred
by ACMT shall be computed by ACMT. In determining the value of the securities
transferred by Florida Municipal Money Market to Tax-Free Money Market, each
security shall be priced in accordance with the policies and procedures of ACMT
as described in its then-current prospectus and statement of additional
information and adopted by ACMT's Board of Trustees. Price quotations and the
security characteristics relating to establishing such quotations shall be
determined by ACMT.
2. LIQUIDATING DISTRIBUTION AND TERMINATION OF FLORIDA MUNICIPAL MONEY MARKET
Immediately after the Effective Time, Florida Municipal Money Market shall
distribute in the complete liquidation pro rata to the record holders of its
shares at the Effective Time the shares of Tax-Free Money Market to be received
by the record holders of Florida Municipal Money Market. ACMT shall record on
its books the ownership of shares of Tax-Free Money Market by the record holders
of shares of Florida Municipal Money Market. All of the issued and outstanding
shares of Florida Municipal Money Market shall be redeemed and canceled on the
books of ACMT at the Effective Time and shall thereafter represent only the
right to receive the shares of Tax-Free Money Market, and Florida Municipal
Money Market's transfer books shall be closed permanently. As soon as
practicable after the Effective Time, ACMT shall take all steps as shall be
necessary and proper to effect the dissolution of Florida Municipal Money Market
under federal and state law. After the Effective Time, ACMT shall not conduct
any business with respect to Florida Municipal Money Market except in connection
with Florida Municipal Money Market'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 ACMT.
4. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACMT.
ACMT, on behalf of itself and Florida Municipal Money Market, represents
and warrants to, and agrees with the following:
4.1. ACMT 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, Florida
Municipal Money Market 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. ACMT 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
ACMT, and represents ACMT'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 ACMT'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. Florida Municipal Money Market 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 Florida
Municipal Money Market Assets or properly shown to be due on any return filed by
Florida Municipal Money Market 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 Florida Municipal Money Market Assets.
4.6. The financial statements of Florida Municipal Money Market for the
fiscal year ended May 31, 2001, audited by PricewaterhouseCoopers, LLP,
independent auditors, copies of which have been previously furnished to ACMT,
present fairly the financial position of Florida Municipal Money Market as of
May 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, Florida Municipal Money Market 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
Florida Municipal Money Market'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
Florida Municipal Money Market'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 Florida Municipal Money Market prior to the Effective Date.
4.8. At both the Valuation Time and the Effective Time, there shall be no
known liabilities of Florida Municipal Money Market, 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
ACMT's knowledge threatened, against ACMT or Florida Municipal Money Market
which could result in liability on the part of Florida Municipal Money Market.
4.10. Subject to the approval of shareholders, at both the Valuation Time
and the Effective Time, ACMT shall have full right, power and authority to
assign, transfer and deliver the Florida Municipal Money Market Assets and, upon
delivery and payment for the Florida Municipal Money Market Assets as
contemplated herein, Tax-Free Money Market 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 ACMT 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 ACMT, the registration statement
filed by ACMT on Form N-14 relating to the shares of Tax-Free Money Market that
will be registered with the SEC pursuant to this Agreement, which, without
limitation, shall include a proxy statement and prospectus of ACMT 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 ACMT for use in the N-14 Registration Statement.
4.13. All of the issued and outstanding shares of Florida Municipal Money
Market 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 Florida Municipal Money Market has
any preemptive right of subscription or purchase in respect of such shares.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACMT.
ACMT, on behalf of itself and Tax-Free Money Market, represents and
warrants to, and agrees with the following:
5.1. ACMT 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, Tax-Free
Money Market 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. ACMT 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
ACMT, and represents ACMT'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 ACMT'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. Tax-Free Money Market 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 Tax-Free Money Market for its fiscal year
ended May 31, 2001, audited by PricewaterhouseCoopers LLP, independent auditors,
copies of which have been previously furnished to ACMT, present fairly the
financial position of Tax-Free Money Market as of May 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 Tax-Free Money Market 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 ACMT or Tax-Free Money Market that could
result in liability on the part of ACMT or Tax-Free Money Market.
5.8. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by ACMT 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 ACMT, 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 ACMT for use in the N-14 Registration Statement.
5.10. The shares of Tax-Free Money Market to be issued and delivered to
Florida Municipal Money Market for the account of record holders of shares of
Florida Municipal Money Market 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 ACMT shall have any preemptive right of
subscription or purchase in respect thereto.
6. SHAREHOLDER ACTION ON BEHALF OF FLORIDA MUNICIPAL MONEY MARKET.
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 ACMT shall call, and
ACMT shall hold, a meeting of the shareholders of Florida Municipal Money Market
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 Florida Municipal Money Market Assets to
Tax-Free Money Market and the assumption by Tax-Free Money Market of the Florida
Municipal Money Market Liabilities, in exchange for shares of Tax-Free Money
Market, as described in this Agreement; and
6.1.1.2. The liquidation of Florida Municipal Money Market through the
distribution to its record holders of the shares of Tax-Free Money Market 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
Florida Municipal Money Market shall constitute the waiver of the application of
any fundamental policy of Florida Municipal Money Market 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, ACMT shall
have furnished and shall continue to furnish the information relating to Florida
Municipal Money Market and Tax-Free Money Market 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 Florida Municipal Money Market Assets and the shares of
Tax-Free Money Market to be issued pursuant to Section 1 and the liquidation of
Florida Municipal Money Market 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 ACMT. The date and time at which such actions are taken
are referred to herein as the "Effective Time." To the extent any of the Florida
Municipal Money Market Assets are, for any reason, not transferred at the
Effective Time, ACMT shall cause such Florida Municipal Money Market Assets to
be transferred in accordance with this Agreement at the earliest practicable
date thereafter.
9. ACMT CONDITIONS.
The obligations of ACMT hereunder with respect to Tax-Free Money Market
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 Florida Municipal Money Market,
in the manner required by law.
9.2. ACMT 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 ACMT and Florida Municipal Money Market in and to the Florida
Municipal Money Market Assets. The Florida Municipal Money Market 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
Florida Municipal Money Market since May 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. ACMT shall have received a tax opinion addressed to ACMT 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 Florida
Municipal Money Market Assets hereunder, and the assumption by Tax-Free Money
Market of the Florida Municipal Money Market Liabilities, in exchange for shares
of Tax-Free Money Market, and the distribution of said shares to the
shareholders of Florida Municipal Money Market, as provided in this Agreement,
will constitute a reorganization within the meaning of Section 368 of the Code,
and Florida Municipal Money Market and Tax-Free Money Market 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 Florida Municipal Money
Market as a result of such transaction; (iii) no gain or loss will be recognized
by Tax-Free Money Market as a result of such transaction; (iv) no gain or loss
will be recognized by the shareholders of Florida Municipal Money Market on the
distribution to them by Florida Municipal Money Market of shares of Tax-Free
Money Market in exchange for their shares of Florida Municipal Money Market; (v)
the aggregate basis of Tax-Free Money Market shares received by each shareholder
of Florida Municipal Money Market will be the same as the aggregate basis of the
shareholder's Florida Municipal Money Market shares immediately prior to the
transaction; (vi) the basis of the Florida Municipal Money Market Assets to
Tax-Free Money Market will be the same as the basis of the Florida Municipal
Money Market Assets in the hands of Florida Municipal Money Market immediately
prior to the exchange; (vii) a shareholder's holding period for Tax-Free Money
Market shares will be determined by including the period for which the
shareholder held the shares of Florida Municipal Money Market exchanged
therefor, provided that the shareholder held such shares of Florida Municipal
Money Market as a capital asset; and (viii) the holding period of Tax-Free Money
Market with respect to the Florida Municipal Money Market Assets will include
the period for which the Florida Municipal Money Market Assets were held by
Florida Municipal Money Market (except to the extent that an activity or
investment of Tax-Free Money Market 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 ACMT, 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 ACMT shall have certified that
ACMT 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. ACMT CONDITIONS.
The obligations of ACMT hereunder with respect to Florida Municipal Money
Market 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 Florida Municipal Money Market
in the manner required by law.
10.2. All representations and warranties of ACMT 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 Tax-Free Money Market since May 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. ACMT shall have received a tax opinion, addressed to ACMT 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 ACMT, 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. ACMT shall not sell or otherwise dispose of any shares of Tax-Free
Money Market 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 ACMT shall have certified that
ACMT 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.
ACMT shall have at the Effective Time confirmations or other adequate
evidence as to the adjusted tax basis of the Florida Municipal Money Market
Assets then delivered to Tax-Free Money Market 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 ACMT, as provided below:
14.1.1. With respect to Tax-Free Money Market, by ACMT if the conditions
set forth in Section 9 are not satisfied as specified in said Section;
14.1.2. With respect to Florida Municipal Money Market, by ACMT 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 ACMT with respect to Tax-Free
Money Market pursuant to Section 14.1.1 as a result of a breach by ACMT with
respect to Florida Municipal Money Market of any of its representations,
warranties or covenants in this Agreement, or such termination is by ACMT with
respect to Florida Municipal Money Market pursuant to Section 14.1.2 as a result
of a breach by ACMT with respect to Tax-Free Money Market 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 ACMT, (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. ACMT LIABILITY.
19.1. The name "American Century Municipal Trust" and "Trustees of American
Century Municipal 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 1, 1999, 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 ACMT. The obligations of ACMT
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
ACMT personally, but bind only the trust property, and all persons dealing with
any portfolio of ACMT must look solely to the trust property belonging to such
portfolio for the enforcement of any claims against ACMT.
19.2. Both parties specifically acknowledge and agree that any liability of
ACMT under this Agreement with respect to Tax-Free Money Market, or in
connection with the transactions contemplated herein with respect to Tax-Free
Money Market, shall be discharged only out of the assets of Tax-Free Money
Market and that no other portfolio of ACMT, if any, shall be liable with respect
thereto.
19.3. Both parties specifically acknowledge and agree that any liability of
ACMT under this Agreement with respect to Florida Municipal Money Market, or in
connection with the transactions contemplated herein with respect to Florida
Municipal Money Market, shall be discharged only out of the assets of Florida
Municipal Money Market and that no other portfolio of ACMT, 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 Municipal 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 MUNICIPAL TRUST
By: /s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Vice President
ATTEST: /s/Xxxxxxxxx X. Xxxxxxxx
Xxxxxxxxx X. Xxxxxxxx
