AGREEMENT AND PLAN OF REORGANIZATION
BY
AMERICAN CENTURY GOVERNMENT INCOME TRUST
TABLE OF CONTENTS
1. Transfer of Assets of Short-Term Treasury.............................1
2. Liquidating Distribution and Termination of Short-Term 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 Short-Term Treasury...................7
7. Registration Statement and Proxy Solicitation Materials...............8
8. Effective Time of the Reorganization..................................8
9. ACGIT's Conditions....................................................9
10. ACGIT's 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. ACGIT Liability......................................................13
21. Notices..............................................................14
22. Expenses.............................................................14
23. Entire Agreement.....................................................14
24. Counterparts.........................................................14
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION made as of __________, 2001 by
American Century Government Income Trust, a Massachusetts business trust
("ACGIT").
WHEREAS, ACGIT desires that substantially all of the assets and
liabilities of the Short-Term Treasury portfolio of ACMF ("Short-Term Treasury")
to be transferred to, and be acquired and assumed by, the Treasury portfolio of
ACGIT ("Treasury") in exchange for shares of Treasury which shall thereafter be
distributed by ACGIT to the holders of shares of Short-Term Treasury, all as
described in this Agreement (the "Reorganization");
WHEREAS, ACGIT intends that the transfer of assets, assumption of
liabilities and distribution of shares in Short-Term 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, ACGIT intends that in connection with the Reorganization,
Short-Term 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 to the following:
1. TRANSFER OF ASSETS OF SHORT-TERM TREASURY.
1.1. At the Effective Time (as defined in Section 8), ACGIT shall
transfer and convey, on behalf of Short-Term Government, all
property of every description, and all interests, rights,
privileges and powers of Short-Term Treasury (such assets, the
"Short-Term Treasury Assets"). Simultaneously, ACGIT shall, on
behalf of Treasury, accept the Short-Term Treasury Assets and
assume all liabilities, whether accrued, absolute, contingent
or otherwise, of Short-Term Treasury reflected in the
calculation of Short-Term Treasury's net asset value (the
"Short-Term Treasury Liabilities"). As a result, at and after
the Effective Time: (i) all assets of Short-Term Treasury
shall become and be the assets of Treasury; and (ii) all known
liabilities of Short-Term Treasury reflected as such in the
calculation of Short-Term Treasury's net asset value shall
attach to Treasury as aforesaid and may thenceforth be
enforced against Treasury to the extent as if the same had
been incurred by it. Without limiting the generality of the
foregoing, the Short-Term 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 Short-Term Treasury, and
any deferred or prepaid expenses shown as an asset on
Short-Term Treasury's books at the Effective Time, and all
good will, other intangible property and books and records
belonging to Short-Term Treasury. Recourse by any person for
the Short-Term Treasury Liabilities assumed by Treasury shall,
at and after the Effective Time, be limited to Treasury.
1.2 In exchange for the transfer of the Short-Term Treasury Assets
and the assumption of the Short-Term Treasury Liabilities,
ACGIT shall simultaneously issue at the Effective Time to
Short-Term Treasury a number of full and fractional shares (to
the third decimal place) Treasury, all determined and adjusted
as provided in this Agreement. The number of shares of
Treasury so issued will have an aggregate net asset value
equal to the value of the Short-Term Treasury Assets, less the
Short-Term Treasury Liabilities, that are represented by
shares of Short-Term Treasury, the holders of which shall
receive shares of Treasury, all determined and adjusted as
provided in this Agreement.
1.3. The net asset values of shares of Treasury and of Short-Term
Treasury shall be determined as of the Valuation Time, as
defined in Section 3.
1.4. The net asset value of shares of Treasury shall be computed in
the manner set forth in Treasury's then-current prospectus
under the Securities Act of 1933, as amended (the "1933 Act").
The net asset value of the Short-Term Treasury Assets to be
transferred by ACGIT shall be computed by ACGIT and shall be
subject to adjustment by the amount, if any, agreed to by
ACGIT. In determining the value of the securities transferred
by Short-Term Treasury to Treasury, 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 SHORT-TERM TREASURY.
Immediately after the Effective Time, Short-Term Treasury shall
distribute in the complete liquidation pro rata to the record holders
of its shares at the Effective Time the shares of Treasury to be
received by the record holders of Short-Term Treasury. ACGIT shall
record on its books the ownership of shares of Treasury by the record
holders of shares of Short-Term Treasury. All of the issued and
outstanding shares of Short-Term 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 Treasury,
and Short-Term 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
Short-Term Treasury under federal and state law. After the Effective
Time, ACGIT shall not conduct any business with respect to Short-Term
Treasury except in connection with Short-Term 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 Short-Term Treasury, represents and
warrants to, and agrees with, the following:
4.1. ACGIT is a Massachusetts business trust duly created pursuant
to its Agreement and 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.
Short-Term Treasury is registered with the Securities and
Exchange Commission (the "SEC") as an open-end management
investment company under the Investment Company Act of 1940,
as amended (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 Agreement and Declaration of Trust, By-laws,
or any agreement or arrangement to which it is a party or by
which it is bound.
4.4. Short-Term 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 Short-Term Treasury
Assets or properly shown to be due on any return filed by
Short-Term 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
Short-Term Treasury Assets.
4.6. The financial statements of Short-Term 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 Short-Term 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, Short-Term 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 Short-Term 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 net capital gain, if any,
realized in taxable periods or years ended on or before
Short-Term 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 Short-Term Treasury prior to
the Effective Date.
4.8. At both the Valuation Time and the Effective Time, there shall
be no known liabilities of Short-Term 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
Short-Term Treasury which could result in liability on the
part of Short-Term 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
Short-Term Treasury Assets and, upon delivery and payment for
the Short-Term Treasury Assets as contemplated herein,
Treasury 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 Treasury that will be registered with the SEC pursuant to
this Agreement, which, without limitation, shall include a
proxy statement of ACGIT and the 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 Short-Term
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 Short-Term 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 Treasury, 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,
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.
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 did not, and the consummation of the
transactions contemplated by this Agreement will not, violate
ACGIT's Agreement and 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. 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; 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 Treasury 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
Treasury 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 Treasury 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
Treasury that could result in liability on the part of ACGIT
or Treasury.
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 Treasury to be issued and delivered to
Short-Term Treasury for the account of record holders of
shares of Short-Term 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 SHORT-TERM 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 Trustees of ACGIT shall call, and ACGIT shall hold, a
meeting of the shareholders of Short-Term 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 Short-Term Treasury
Assets to Treasury and the assumption by
Treasury of the Short-Term Treasury
Liabilities, in exchange for shares of
Treasury, as described in this Agreement;
and
6.1.1.2. The liquidation of Short-Term Treasury
through the distribution to its record
holders of shares of the shares of Treasury
as described in this Agreement; and
6.1.2. Such other matters as may be determined by the Board
of Trustees or authorized officers of the parties.
6.2. Approval of this Reorganization Agreement by the shareholders
of Short-Term Treasury shall constitute the waiver of the
application of any fundamental policy of Short-Term 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 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 Short-Term Treasury Assets and the shares of Treasury
to be issued pursuant to Section 1 and the liquidation of Short-Term
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 each party hereto. The date and time at which
such actions are taken are referred to herein as the "Effective Time."
To the extent any of the Short-Term Treasury Assets are, for any
reason, not transferred at the Effective Time, ACGIT shall cause such
Short-Term 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 Treasury 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
Short-Term 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 Short-Term Treasury in and to the Short-Term Treasury
Assets. The Short-Term 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
Short-Term 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 dated the Effective
Time, substantially to the effect that for federal income tax
purposes: (i) the transfer of the Short-Term Treasury Assets
hereunder, and the assumption by Treasury of the Short-Term
Treasury Liabilities, in exchange for shares of Treasury, and
the distribution of said shares to the shareholders of
Short-Term Treasury, as provided in this Agreement, will
constitute a reorganization within the meaning of Section 368
of the Code, and Short-Term Treasury and Treasury 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 Short-Term Treasury as a result of such
transaction; (iii) no gain or loss will be recognized by
Treasury as a result of such transaction; (iv) no gain or loss
will be recognized by the shareholders of Short-Term Treasury
on the distribution to them by Short-Term Treasury of shares
of Treasury in exchange for their shares of Short-Term
Treasury; (v) the aggregate basis of Treasury shares received
by each shareholder of Short-Term Treasury will be the same as
the aggregate basis of the shareholder's Short-Term Treasury
shares immediately prior to the transaction; (vi) the basis of
the Short-Term Treasury Assets to Treasury will be the same as
the basis of the Short-Term Treasury Assets in the hands of
Short-Term Treasury immediately prior to the exchange; (vii) a
shareholder's holding period for Treasury shares will be
determined by including the period for which the shareholder
held the shares of Short-Term Treasury exchanged therefor,
provided that the shareholder held such shares of Short-Term
Treasury as a capital asset; and (viii) the holding period of
Treasury with respect to the Short-Term Treasury Assets will
include the period for which the Short-Term Treasury Assets
were held by Short-Term Treasury.
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'S CONDITIONS.
The obligations of ACGIT hereunder with respect to Short-Term 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
Short-Term 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 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.
10.3. ACGIT shall have received a tax opinion 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
Treasury 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 obtain at the Effective Time confirmations or other
adequate evidence as to the adjusted tax basis of the Short-Term
Treasury Assets then delivered to Treasury 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. By ACGIT if the conditions set forth in Section 9 are
not satisfied in said Section;
14.1.2. By ACGIT if the conditions set forth in Section 10
are not satisfied as specified in said Section;
14.2. If ACGIT terminates this Agreement because one or more of its
conditions precedent have not been fulfilled, this Agreement
will become null and void without any liability of ACGIT or
any of its investment portfolios.
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) ACGIT may,
by written agreement authorized by its Board of Trustees, or its
President or any Vice President, and with or without the approval of
its shareholders, amend any of the provisions of this Agreement, and
(b) ACGIT may waive any breach 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 ACGIT with or without
the approval of ACGIT'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.
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. ACGIT specifically acknowledges and agrees 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. ACGIT LIABILITY.
ACGIT specifically acknowledges and agrees that any liability of ACGIT
under this Agreement with respect to Short-Term Treasury or in
connection with the transactions contemplated herein with respect to
Short-Term Treasury, shall be discharged only out of the Short-Term
Treasury Assets and that no other portfolio of ACGIT shall be liable
with respect thereto.
21. 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
22. 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.
23. ENTIRE AGREEMENT.
This Agreement embodies the entire agreement and understanding of ACGIT
and supersedes any and all prior agreements, arrangements and
understandings relating to matters provided for herein.
24. 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:/s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Vice President
ATTEST:/s/Xxxxxxxxx X. Xxxxxxxx
Xxxxxxxxx X. Xxxxxxxx
