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 15, 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
