EXHIBIT 99.4
EXECUTION COPY
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
XXXXX STREET FUNDS, INC.
ON BEHALF OF
XXXXX STREET SMALL CAP GROWTH STOCK FUND
XXXXX STREET AGGRESSIVE GROWTH STOCK FUND
XXXXX STREET SELECT BOND FUND
XXXXX STREET HIGH YIELD BOND FUND
XXXXX STREET INDEX 500 STOCK FUND
XXXXX STREET LARGE CAP CORE STOCK FUND
XXXXX STREET INTERNATIONAL EQUITY FUND
XXXXX STREET ASSET ALLOCATION FUND
XXXXX STREET GROWTH STOCK FUND
XXXXX STREET MUNICIPAL BOND FUND
AND
AMERICAN CENTURY MUTUAL FUNDS, INC.
ON BEHALF OF
AMERICAN CENTURY-XXXXX STREET SMALL CAP GROWTH FUND
AMERICAN CENTURY-XXXXX STREET MID CAP GROWTH FUND
AMERICAN CENTURY SELECT FUND
AMERICAN CENTURY INVESTMENT TRUST
ON BEHALF OF
AMERICAN CENTURY-XXXXX STREET SELECT BOND FUND
AMERICAN CENTURY-XXXXX STREET HIGH-YIELD BOND FUND
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
ON BEHALF OF
AMERICAN CENTURY EQUITY INDEX FUND
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
ON BEHALF OF
AMERICAN CENTURY EQUITY GROWTH FUND
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
ON BEHALF OF
AMERICAN CENTURY INTERNATIONAL VALUE FUND
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
ON BEHALF OF
AMERICAN CENTURY STRATEGIC ALLOCATION: MODERATE FUND
AND
AMERICAN CENTURY MUNICIPAL TRUST
ON BEHALF OF
AMERICAN CENTURY LONG-TERM TAX-FREE FUND
DATED DECEMBER 14, 2005
TABLE OF CONTENTS
PAGE
1. Defined Terms; Sections and Exhibits; Miscellaneous Terms...............3
a. Definitions....................................................3
b. Use of Defined Terms...........................................9
c. Sections and Exhibits..........................................9
d. Miscellaneous Terms...........................................10
2. The Reorganizations....................................................10
a. Transfer of Assets............................................10
b. Liabilities to be Discharged..................................10
c. Issuance and Valuation of Corresponding
Shares in the Reorganization................................10
d. Distribution of Corresponding Shares to the
Acquired Fund Shareholders..................................11
e. Interest; Proceeds............................................11
f. Valuation Time................................................11
g. Evidence of Transfer..........................................11
h. Termination...................................................11
i. Separate Agreements; Reorganizations
Conditioned on One Another..................................11
3. Representations and Warranties of the Acquired Fund....................11
a. Formation and Qualification...................................11
b. Licenses......................................................12
c. Authority.....................................................12
d. Financial Statements..........................................12
e. Semi-Annual Report to Shareholders............................12
f. Prospectus and Statement of Additional Information............13
g. Litigation....................................................13
h. Material Contracts............................................13
i. No Conflict...................................................13
j. Undisclosed Liabilities.......................................13
k. Taxes.........................................................13
l. Assets........................................................14
m. Consents......................................................14
n. N-14 Registration Statement...................................14
o. Capitalization................................................14
p. Books and Records.............................................14
4. Representations and Warranties of the Acquiring Fund...................14
a. Formation and Qualification...................................15
b. Licenses......................................................15
c. Authority.....................................................15
i
d. Financial Statements..........................................15
e. Semi-Annual Report to Stockholders............................15
f. Prospectuses and Statements of Additional Information.........16
g. Litigation....................................................16
h. Material Contracts............................................16
i. No Conflict...................................................16
j. Undisclosed Liabilities.......................................16
k. Taxes.........................................................16
l. Consents......................................................17
m. N-14 Registration Statement...................................17
n. Capitalization................................................17
o. Corresponding Shares..........................................17
5. Covenants of the Acquired Fund and the Acquiring Fund..................18
a. Unaudited Financial Statements................................18
b. Share Ledger Records of the Acquiring Fund....................18
c. Termination of the Acquired Fund..............................18
d. Corresponding Shares..........................................18
e. Tax Returns...................................................18
f. Combined Proxy Statement and Prospectus.......................18
g. Confirmation of Tax Basis.....................................19
h. Tax Representations...........................................19
i. Tax-Free Reorganization.......................................19
j. Shareholder Information.......................................19
k. Preservation of Records.......................................19
6. Closing................................................................19
a. Closing.......................................................19
b. Custodian's Certificate.......................................20
c. Transfer Agent's Certificate..................................20
7. Conditions of the Acquired Fund........................................20
a. Representations and Warranties................................20
b. Performance...................................................20
c. Shareholder Approval..........................................20
d. Approval of Board of Trustees/Directors.......................20
e. Deliveries by the Acquiring Fund..............................21
f. Tax Opinion/Private Letter Ruling.............................21
g. No Material Adverse Change....................................22
h. Absence of Litigation.........................................22
i. Proceedings and Documents.....................................22
j. N-14 Registration Statement...................................22
k. Compliance with Laws; No Adverse Action or Decision...........22
l. Commission Orders or Interpretations..........................23
ii
m. Sub-Advisory Agreements.......................................23
8. Conditions of the Acquiring Fund.......................................23
a. Representations and Warranties................................23
b. Performance...................................................23
c. Shareholder Approval..........................................23
d. Approval of Board of Directors................................23
e. Deliveries by the Acquired Fund...............................23
f. Tax Representation Certificate................................24
g. Tax Opinion/Private Letter Ruling.............................24
h. No Material Adverse Change....................................25
i. Absence of Litigation.........................................25
j. Proceedings and Documents.....................................25
k. N-14 Registration Statement...................................25
l. Compliance with Laws; No Adverse Action or Decision...........25
m. Commission Orders or Interpretations..........................26
n. Dividends.....................................................26
o. Sub-Advisory Agreements.......................................26
9. Termination, Postponement and Waivers..................................26
a. Termination of Agreement......................................26
b. Commission Order..............................................27
c. Effect of Termination.........................................27
d. Waivers; Non-Material Changes.................................27
10. Survival of Representations and Warranties.............................27
11. Other Matters..........................................................28
a. Obligations...................................................28
b. Further Assurances............................................28
c. Notices.......................................................28
d. Entire Agreement..............................................29
e. Amendment.....................................................29
f. Governing Law.................................................29
g. Assignment....................................................29
h. Severability..................................................29
i. Expenses......................................................30
j. Headings......................................................30
k. Counterparts..................................................30
iii
EXHIBITS
--------
Exhibit A Corresponding Shares
SCHEDULES
---------
Schedule 4(d) Acquiring Fund Audited Financial Statements
Schedule 4(e) Acquiring Fund Semi-Annual Reports
Schedule 4(n) Acquiring Fund Capitalization
iv
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "AGREEMENT") is made as of
the 14th day of December 2005, by and between XXXXX STREET FUNDS, INC. ("MSF"),
a Maryland corporation and open-end series fund registered under the Investment
Company Act of 1940 (the "INVESTMENT COMPANY ACT"), on behalf of each Acquired
Fund (as defined in this Agreement), each a separate series of MSF, AMERICAN
CENTURY MUTUAL FUNDS, INC., a Maryland corporation and open-end series fund
registered under the Investment Company Act ("ACMF"), on behalf of the AC-MS
Small Cap Growth Fund, AC-MS Mid Cap Growth Fund and AC Select Fund, each a
separate series of ACMF, AMERICAN CENTURY INVESTMENT TRUST, a Massachusetts
business trust ("ACIT"), on behalf of the AC-MS Select Bond Fund and the AC-MS
High-Yield Bond Fund, each a separate investment portfolio of ACIT, AMERICAN
CENTURY CAPITAL PORTFOLIOS, INC., a Maryland corporation and open-end series
fund registered under the Investment Company Act ("ACCP"), on behalf of the AC
Equity Index Fund, a series of ACCP, AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS,
INC., a Maryland corporation and open-end series fund registered under the
Investment Company Act ("ACQEF"), on behalf of the AC Equity Growth Fund, a
series of ACQEF, AMERICAN CENTURY WORLD MUTUAL FUNDS, INC., a Maryland
corporation and open-end series fund registered under the Investment Company Act
("AWMF"), on behalf of the AC International Value Fund, a series of AWMF,
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC., a Maryland corporation and
open-end series fund registered under the Investment Company Act ("ACSAA"), on
behalf of the AC Strategic Allocation: Moderate Fund, a series of ACSAA, and
AMERICAN CENTURY MUNICIPAL TRUST, a Massachusetts business trust ("ACMT," and
together with ACMF, ACIT, ACCP, ACQEF, AWMF, and ACSAA, the "AMERICAN CENTURY
PARTIES," and each, individually, an "AMERICAN CENTURY PARTY"), on behalf of the
AC Long-Term Tax-Free Fund, an investment portfolio of ACMT.
PLANS OF REORGANIZATION
WHEREAS, this Agreement constitutes a separate agreement and plan of
reorganization between MSF on behalf of each of its separate series (each an
"ACQUIRED FUND", and collectively, the "ACQUIRED FUNDS") and the corresponding
American Century Parties on behalf of each corresponding series (each an
"ACQUIRING FUND," and collectively, the "ACQUIRING FUNDS") set forth below:
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ACQUIRED FUND ACQUIRING FUND
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Xxxxx Street Funds Small Cap Growth Stock Fund American Century-Xxxxx Street Small Cap Growth Fund
("MSF SMALL CAP GROWTH FUND") ("AC-MS SMALL CAP GROWTH FUND")
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Xxxxx Street Funds Aggressive Growth Stock Fund American Century-Xxxxx Street Mid Cap Growth Fund
("MSF AGGRESSIVE GROWTH FUND") ("AC-MS MID CAP GROWTH FUND")
---------------------------------------------------- ------------------------------------------------------
Xxxxx Street Funds Growth Stock Fund American Century Select Fund
("MSF GROWTH FUND") ("AC SELECT FUND")
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ACQUIRED FUND ACQUIRING FUND
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Xxxxx Street Funds Select Bond Fund American Century-Xxxxx Street Select Bond Fund ("AC-MS
("MSF SELECT BOND FUND") SELECT BOND FUND")
---------------------------------------------------- ------------------------------------------------------
Xxxxx Street Funds High Yield Bond Fund American Century-Xxxxx Street High-Yield Bond Fund
("MSF HIGH YIELD BOND FUND") ("AC-MS HIGH-YIELD BOND FUND")
---------------------------------------------------- ------------------------------------------------------
Xxxxx Street Funds Index 500 Stock Fund American Century Equity Index Fund
("MSF INDEX 500 FUND") ("AC EQUITY INDEX FUND")
---------------------------------------------------- ------------------------------------------------------
Xxxxx Street Funds Large Cap Core Stock Fund American Century Equity Growth Fund
("MSF LARGE CAP CORE FUND") ("AC EQUITY GROWTH FUND")
---------------------------------------------------- ------------------------------------------------------
Xxxxx Street Funds International Equity Fund American Century International Value Fund
("MSF INTERNATIONAL EQUITY FUND") ("AC INTERNATIONAL VALUE FUND")
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Xxxxx Street Funds Asset Allocation Fund American Century Strategic Allocation: Moderate Fund
("MSF ASSET ALLOCATION FUND") ("AC STRATEGIC ALLOCATION: MODERATE FUND")
---------------------------------------------------- ------------------------------------------------------
Xxxxx Street Funds Municipal Bond Fund American Century Long-Term Tax-Free Fund
("MSF MUNICIPAL BOND FUND") ("AC LONG-TERM TAX-FREE FUND")
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WHEREAS, each Acquired Fund owns securities that generally are assets of
the character in which the respective Acquiring Fund is permitted to invest;
WHEREAS, each Acquiring Fund and each Acquired Fund is authorized to issue
its shares of beneficial interests and common stock, respectively;
WHEREAS, each reorganization will consist of (i) the acquisition of an
Acquired Fund's Assets (as defined in this Agreement) by the corresponding
Acquiring Fund solely in exchange for an aggregate value of newly issued shares
of beneficial interest of such Acquiring Fund (the "SHARES"), equal to the net
asset value of such Acquired Fund's Assets determined in accordance with Section
2(c) hereof, and (ii) the subsequent distribution by that Acquired Fund of the
Shares to its shareholders in liquidation of the Acquired Fund, all upon and
subject to the terms hereinafter set forth (each a "REORGANIZATION" and
collectively the "REORGANIZATIONS");
WHEREAS, in the course of each Reorganization, Shares of an Acquiring Fund
will be issued to an Acquired Fund and distributed to the shareholders thereof
as set forth on EXHIBIT A (the "CORRESPONDING SHARES"), on the Closing Date;
WHEREAS, the aggregate net asset value of the Corresponding Shares to be
received by each shareholder of an Acquired Fund will equal the aggregate net
asset value of the respective Acquired Fund shares owned by such shareholder as
of the Valuation Time (as defined in Section 1 of this Agreement);
WHEREAS, it is intended that each Reorganization described in this
Agreement shall be a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as
2
amended (the "CODE"), and any successor provision and the parties intend, by
executing this Agreement, to adopt a plan of reorganization within the meaning
of Section 368(a) of the Code;
WHEREAS, the consummation of each Reorganization is expressly conditioned
upon the consummation of all Reorganizations contemplated by this Agreement;
WHEREAS, the consummation of each Reorganization is expressly conditioned
upon the execution of sub-advisory agreements (the "MSA SUB-ADVISORY
AGREEMENTS") whereby Xxxxx Street Advisors, LLC ("MSA"), a Delaware limited
liability company and registered investment adviser under the Investment
Advisers Act of 1940, as amended (the "ADVISERS ACT"), shall become sub-adviser
to the AC-MS Small Cap Growth Fund, the AC-MS Mid Cap Growth Fund, the AC-MS
Select Bond Fund, and the AC-MS High-Yield Bond Fund;
WHEREAS, the consummation of each Reorganization is expressly conditioned
upon the execution of a sub-advisory agreement (the "TEMPLETON SUB-ADVISORY
AGREEMENT") whereby Xxxxxxxxx Investment Counsel, LLC ("TEMPLETON"), a Florida
limited liability company and registered investment adviser under the Advisers
Act, shall become sub-adviser to the AC International Value Fund; and
WHEREAS, for the purposes of this Agreement reference to an individual
"Acquired Fund" or an individual "Acquiring Fund" shall relate to the
Reorganization by and between such Acquired Fund and the corresponding Acquiring
Fund, as set forth in the table above.
AGREEMENT
NOW, THEREFORE, in order to consummate each Reorganization and in
consideration of the premises and the covenants and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, and intending to be legally bound, MSF, each
Acquired Fund, each American Century Party, and each Acquiring Fund hereby agree
as follows:
1. DEFINED TERMS; SECTIONS AND EXHIBITS; MISCELLANEOUS TERMS.
a. Definitions. As used in this Agreement the following terms have the
following respective meanings:
"ACCP" has the meaning ascribed thereto in the introduction hereof.
"ACIT" has the meaning ascribed thereto in the introduction hereof.
"ACMF" has the meaning ascribed thereto in the introduction hereof.
"ACMT" has the meaning ascribed thereto in the introduction hereof.
"ACQEF" has the meaning ascribed thereto in the introduction hereof.
"ACSAA" has the meaning ascribed thereto in the introduction hereof.
3
"ACQUIRED FUND" has the meaning ascribed thereto under the heading
"Plans of Reorganization." For purposes of this Agreement, the term "Acquired
Fund" shall refer to the MSF Small Cap Growth Fund in respect of the Small Cap
Growth Funds Reorganization, the MSF Aggressive Growth Fund in respect of the
Mid Cap Growth Funds Reorganization, the MSF Growth Fund in respect of the
Select Funds Reorganization, the MSF Select Bond Fund in respect of the Select
Bond Funds Reorganization, the MSF High Yield Bond Fund in respect of the
High-Yield Funds Reorganization, the MSF Index 500 Fund in respect of the Equity
Index Funds Reorganization, the MSF Large Cap Core Fund in respect of the Equity
Growth Funds Reorganization, the MSF International Equity Fund in respect of the
International Value Funds Reorganization, the MSF Asset Allocation Fund in
respect of the Strategic Allocation Funds Reorganization, and the MSF Municipal
Bond Fund in respect of the Municipal Bond Funds Reorganization.
"ACQUIRED FUND ORDINARY COURSE LIABILITIES" has the meaning ascribed
thereto in Section 2(b) hereof.
"ACQUIRING FUND" has the meaning ascribed thereto under the heading
"Plans of Reorganization." For purposes of this Agreement, the term "Acquiring
Fund" shall refer to the AC-MS Small Cap Growth Fund in respect of the Small Cap
Growth Funds Reorganization, the AC-MS Mid Cap Growth Fund in respect of the Mid
Cap Growth Funds Reorganization, the AC Select Fund in respect of the Select
Funds Reorganization the AC-MS Select Bond Fund in respect of the Select Bond
Funds Reorganization, the AC-MS High-Yield Fund in respect of the High Yield
Intermediate Bond Funds Reorganization, the AC Equity Index Fund in respect of
the Equity Index Funds Reorganization, the AC Equity Growth Fund in respect of
the Equity Growth Funds Reorganization, the AC International Value Fund in
respect of the International Value Funds Reorganization, the AC Strategic
Allocation: Moderate Fund in respect of the Strategic Allocation Funds
Reorganization, and the AC Long-Term Tax-Free Fund in respect of the Municipal
Bond Funds Reorganization.
"ADVISERS ACT" has the meaning ascribed thereto under the heading
"Plans of Reorganization."
"AGREEMENT" has the meaning ascribed thereto in the introduction
hereof.
"AMERICAN CENTURY" has the meaning ascribed thereto in Section 11(i)
hereof.
"AMERICAN CENTURY PARTIES" has the meaning ascribed thereto in the
introduction hereof.
"AMERICAN CENTURY PROSPECTUSES" means the prospectus relating to: (i)
AC Equity Index Fund, dated July 29, 2005, as amended or supplemented, (ii) AC
Equity Growth Fund, dated May 1, 2005, as amended or supplemented, (iii) AC
Strategic Allocation: Moderate Fund, dated March 31, 2005, as amended or
supplemented and (iv) AC Select Fund, dated July 29, 2005, as amended or
supplemented.
"AMERICAN CENTURY STATEMENTS OF ADDITIONAL INFORMATION" means the
statement of additional information relating to: (i) American Century Mutual
Funds, Inc., dated July 29, 2005, as amended or supplemented, (ii) American
Century Capital Portfolios, Inc., dated July 29, 2005,
4
as amended or supplemented, (iii) American Century Quantitative Equity Fund,
Inc., dated September 30, 2005, as amended or supplemented and (iv) American
Century Strategic Asset Allocations, Inc., dated March 31, 2005, as amended or
supplemented.
"ASSETS" has the meaning ascribed thereto in Section 2(a) hereof. For
purposes of this Agreement, the term "Assets" shall refer to Assets of the MSF
Small Cap Growth Fund in respect of the Small Cap Growth Funds Reorganization,
the MSF Aggressive Growth Fund in respect of the Mid Cap Growth Funds
Reorganization, the MSF Growth Fund in respect of the Select Funds
Reorganization, the MSF Select Bond Fund in respect of the Select Bond Funds
Reorganization, the MSF High Yield Bond Fund in respect of the High-Yield Funds
Reorganization, the MSF Index 500 Fund in respect of the Equity Index Funds
Reorganization, the MSF Large Cap Core Fund in respect of the Equity Growth
Funds Reorganization, the MSF International Equity Fund in respect of the
International Value Funds Reorganization, the MSF Asset Allocation Fund in
respect of the Strategic Allocation Funds Reorganization, and the AC Long-Term
Tax-Free Fund in respect of the Municipal Bond Funds Reorganization.
"AWMF" has the meaning ascribed thereto in the introduction hereof.
"CLOSING DATE" has the meaning ascribed thereto in Section 6 hereof.
"CODE" has the meaning ascribed thereto under the heading "Plans of
Reorganization."
"COMMISSION" means the Securities and Exchange Commission.
"CORRESPONDING SHARES" has the meaning ascribed thereto under the
heading "Plans of Reorganization." For purposes of this Agreement, the term
"Corresponding Shares" shall refer to the Corresponding Shares of the AC-MS
Small Cap Growth Fund in respect of the Small Cap Growth Funds Reorganization,
the AC-MS Mid Cap Growth Fund in respect of the Mid Cap Growth Funds
Reorganization, the AC Select Fund in respect of the Select Funds
Reorganization, the AC-MS Select Bond Fund in respect of the Select Bond Funds
Reorganization, the AC-MS High-Yield Intermediate Bond Fund in respect of the
High-Yield Funds Reorganization, the AC Equity Index Fund in respect of the
Equity Index Funds Reorganization, the AC Equity Growth Fund in respect of the
Equity Growth Funds Reorganization, the AC International Value Fund in respect
of the International Value Funds Reorganization, the AC Strategic Allocation:
Moderate Fund in respect of the Strategic Allocation Funds Reorganization, and
the AC Long-Term Tax-Free Fund in respect of the Municipal Bond Funds
Reorganization.
"E&Y" has the meaning ascribed thereto in Section 5(h) hereof.
"EQUITY GROWTH FUNDS REORGANIZATION" consists of (i) the acquisition
of the MSF Large Cap Core Fund's Assets by the AC Equity Growth Fund solely in
exchange for an aggregate value of Corresponding Shares of the AC Equity Growth
Fund, equal to the net asset value of the MSF Large Cap Core Fund's Assets
determined in accordance with Section 2(b) hereof, and (ii) the subsequent
distribution by the MSF Large Cap Core Fund of such Corresponding Shares to its
shareholders in proportion to such shareholders' interest in the MSF Large Cap
Core Fund in liquidation of the MSF Large Cap Core Fund.
5
"EQUITY INDEX FUNDS REORGANIZATION" consists of (i) the acquisition of
the MSF Index 500 Fund's Assets by the AC Equity Index Fund solely in exchange
for an aggregate value of Corresponding Shares of the AC Equity Index Fund,
equal to the net asset value of the MSF Index 500 Fund's Assets determined in
accordance with Section 2(b) hereof, and (ii) the subsequent distribution by the
MSF Index 500 Fund of such Corresponding Shares to its shareholders in
proportion to such shareholders' interest in the MSF Index 500 Fund in
liquidation of the MSF Index 500 Fund.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"GOVERNMENTAL AUTHORITY" means any federal, national, supranational,
state, provincial, local, or similar government, governmental, regulatory,
self-regulatory or administrative authority, agency or commission or any court,
tribunal, or judicial or arbitral body.
"HIGH-YIELD FUNDS REORGANIZATION" consists of (i) the acquisition of
the MSF High Yield Bond Fund's Assets by the AC-MS High-Yield Bond Fund solely
in exchange for an aggregate value of Corresponding Shares of the AC-MS
High-Yield Bond Fund, equal to the net asset value of the MSF High Yield Bond
Fund's Assets determined in accordance with Section 2(b) hereof, and (ii) the
subsequent distribution by the MSF High Yield Bond Fund of such Corresponding
Shares to its shareholders in proportion to such shareholders' interest in the
MSF High Yield Bond Fund in liquidation of the MSF High Yield Bond Fund.
"INTERNATIONAL VALUE FUNDS REORGANIZATION" consists of (i) the
acquisition of the MSF International Equity Fund's Assets by the AC
International Value Fund solely in exchange for an aggregate value of
Corresponding Shares of the AC International Value Fund, equal to the net asset
value of the MSF International Equity Fund's Assets determined in accordance
with Section 2(b) hereof, and (ii) the subsequent distribution by the MSF
International Equity Fund of such Corresponding Shares to its shareholders in
proportion to such shareholders' interest in the MSF International Equity Fund
in liquidation of the MSF International Equity Fund.
"INVESTMENT COMPANY ACT" has the meaning ascribed thereto in the
introduction hereto.
"INVESTMENTS" means, with respect to any Person, (i) the investments
of such Person shown on the schedule of its investments as of the date set forth
therein, with such additions thereto and deletions therefrom as may have arisen
in the course of such Person's business up to such date; and (ii) all other
assets owned by such Person or liabilities incurred as of such date.
"KNOWLEDGE": For the purposes of this Agreement, a matter shall be
deemed to be within the "Knowledge" of a party if such matter is, as of the date
of the execution of this Agreement or as of the Closing Date, actually known, or
should reasonably have been known after due inquiry, to such party or any of its
trustees or directors, as applicable, or executive officers.
6
"LAW" means any federal, national, supranational, state, provincial,
local or similar statute, law, ordinance, regulation, rule, code, order,
requirement or rule of law (including common law).
"LICENSES" has the meaning ascribed thereto in Section 3(b) hereof.
"LIEN" means any security agreement, financing statement (whether or
not filed), mortgage, lien (statutory or otherwise), charge, pledge,
hypothecation, conditional sales agreement, adverse claim, title retention
agreement or other security interest, encumbrance, restriction, deed of trust,
indenture, option, limitation, exception to or other title defect in or on any
interest or title of any vendor, lessor, lender or other secured party to or of
such Person under any conditional sale, lease, consignment or bailment given for
security purposes, trust receipt or other title retention agreement with respect
to any property or asset of such Person, whether direct, indirect, accrued or
contingent.
"MAJORITY SHAREHOLDER VOTE" means both (a) the lesser of (i) more than
50% of the outstanding shares of the Acquired Fund and (ii) 67% or more of the
shares of the Acquired Fund represented at the special shareholders' meeting
referenced in Section 5(a) hereof if more than 50% of such shares are
represented, and (b) in the case of the MSF Small Cap Growth Fund, the MSF
Aggressive Growth Fund, the MSF Growth Fund, the MSF Select Bond Fund, the MSF
High Yield Bond Fund and the MSF Asset Allocation Fund, the lesser of (i) more
than 50% of the outstanding Class C shares of such Acquired Fund, voting
separately as a class, and (ii) 67% or more of the Class C shares of such
Acquired Fund, voting separately as a class, represented at the special
shareholders' meeting referenced in Section 5(a) hereof if more than 50% of such
shares are represented.
"XXXXX STREET FUNDS PROSPECTUS" means the prospectus relating to the
Acquired Funds, dated July 22, 2005, as amended or supplemented.
"XXXXX STREET FUNDS STATEMENT OF ADDITIONAL INFORMATION" means the
statement of additional information relating to the Acquired Funds, dated July
22, 2005, as amended or supplemented.
"MATERIAL ADVERSE EFFECT" means, with respect to any Person, any
event, circumstance or condition that, individually or when aggregated with all
other similar events, circumstances or conditions could reasonably be expected
to have, or has had, a material adverse effect on: (i) the business, property,
operations, condition (financial or otherwise), results of operations or
prospects of such Person or (ii) the ability of such Person to consummate the
transactions contemplated by this Agreement in the manner contemplated hereby,
other than, in each case, any change relating to the economy or securities
markets in general.
"MID CAP GROWTH FUNDS REORGANIZATION" consists of (i) the acquisition
of the MSF Aggressive Growth Fund's Assets by the AC-MS Mid Cap Growth Fund
solely in exchange for an aggregate value of Corresponding Shares of the AC-MS
Mid Cap Growth Fund, equal to the net asset value of the MSF Aggressive Growth
Fund's Assets determined in accordance with Section 2(b) hereof, and (ii) the
subsequent distribution by the MSF Aggressive Growth Fund of such Corresponding
Shares to its shareholders in proportion to such
7
shareholders' interest in the MSF Aggressive Growth Fund in liquidation of the
MSF Aggressive Growth Fund.
"MSA" has the meaning ascribed thereto under the heading "Plans of
Reorganization."
"MSA SUB-ADVISORY AGREEMENT" has the meaning ascribed thereto under
the heading "Plans of Reorganization."
"MUNICIPAL BOND FUNDS REORGANIZATION" consists of (i) the acquisition
of the MSF Municipal Bond Fund's Assets by the AC Long-Term Tax-Free Fund solely
in exchange for an aggregate value of Corresponding Shares of the AC Long-Term
Tax-Free Fund, equal to the net asset value of the MSF Large Cap Core Fund's
Assets determined in accordance with Section 2(b) hereof, and (ii) the
subsequent distribution by the MSF Municipal Bond Fund of such Corresponding
Shares to its shareholders in proportion to such shareholders' interest in the
MSF Municipal Bond Fund in liquidation of the MSF Municipal Bond Fund.
"NORTHWESTERN MUTUAL" means The Northwestern Mutual Life Insurance
Company, a Wisconsin mutual insurance company.
"N-14 REGISTRATION STATEMENT" has the meaning ascribed thereto in
Section 3(n) hereof.
"PERSON" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint stock company,
trust, unincorporated organization, or government or any agency or political
subdivision thereof.
"REORGANIZATION" has the meaning ascribed thereto under the heading
"Plans of Reorganization."
"RICS" has the meaning ascribed thereto in Section 3(k) hereof.
"RULE 12B-1" means Rule 12b-1 under the Investment Company Act.
"RULE 17A-8(A)" means Rule 17a-8(a) under the Investment Company Act.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SELECT BOND FUNDS REORGANIZATION" consists of (i) the acquisition of
the MSF Select Bond Fund's Assets by the AC-MS Select Bond Fund solely in
exchange for an aggregate value of Corresponding Shares of the AC-MS Select Bond
Fund, equal to the net asset value of the MSF Select Bond Fund's Assets
determined in accordance with Section 2(b) hereof, and (ii) the subsequent
distribution by the MSF Select Bond Fund of such Corresponding Shares to its
shareholders in proportion to such shareholders' interest in the MSF Select Bond
Fund in liquidation of the MSF Select Bond Fund.
"SELECT FUNDS REORGANIZATION" consists of (i) the acquisition of the
MSF Growth Fund's Assets by the AC Select Fund solely in exchange for an
aggregate value of
8
Corresponding Shares of the AC Select Fund, equal to the net asset value of the
MSF Growth Fund's Assets determined in accordance with Section 2(b) hereof, and
(ii) the subsequent distribution by the MSF Growth Fund of such Corresponding
Shares to its shareholders in proportion to such shareholders' interest in the
MSF Growth Fund in liquidation of the MSF Growth Fund.
"SHARES" has the meaning ascribed thereto under the heading "Plans of
Reorganization."
"SMALL CAP GROWTH FUNDS REORGANIZATION" consists of (i) the
acquisition of the MSF Small Cap Growth Fund's Assets by the AC-MS Small Cap
Growth Fund solely in exchange for an aggregate value of Corresponding Shares of
the AC-MS Small Cap Growth Fund, equal to the net asset value of the MSF Small
Cap Growth Fund's Assets determined in accordance with Section 2(b) hereof, and
(ii) the subsequent distribution by the MSF Small Cap Growth Fund of such
Corresponding Shares to its shareholders in proportion to such shareholders'
interest in the MSF Small Cap Growth Fund in liquidation of the MSF Small Cap
Growth Fund.
"STRATEGIC ALLOCATION FUNDS REORGANIZATION" consists of (i) the
acquisition of the MSF Asset Allocation Fund's Assets by the AC Strategic
Allocation: Moderate Fund solely in exchange for an aggregate value of
Corresponding Shares of the AC Strategic Allocation: Moderate Fund, equal to the
net asset value of the MSF Asset Allocation Fund's Assets determined in
accordance with Section 2(b) hereof, and (ii) the subsequent distribution by the
MSF Asset Allocation Fund of such Corresponding Shares to its shareholders in
proportion to such shareholders' interest in the MSF Asset Allocation Fund in
liquidation of the MSF Asset Allocation Fund.
"TAX REPRESENTATION CERTIFICATE" has the meaning ascribed thereto in
Section 5(h) hereof.
"XXXXXXXXX" has the meaning ascribed thereto under the heading "Plans
of Reorganization."
"XXXXXXXXX SUB-ADVISORY AGREEMENT" has the meaning ascribed thereto
under the heading "Plans of Reorganization."
"VALUATION TIME" has the meaning ascribed thereto in Section 2(f).
b. USE OF DEFINED TERMS. Any defined term used in the plural shall refer to
all members of the relevant class, and any defined term used in the singular
shall refer to any one or more of the members of the relevant class. The use of
any gender shall be applicable to all genders.
c. SECTIONS AND EXHIBITS. References in this Agreement to Sections,
Exhibits and Schedules are to Sections, Exhibits and Schedules of and to this
Agreement. The Exhibits and Schedules to this Agreement are incorporated herein
by this reference as if fully set forth in this Agreement.
9
d. MISCELLANEOUS TERMS. The term "or" shall not be exclusive. The terms
"herein," "hereof," "hereto," "hereunder" and other terms similar to such terms
shall refer to this Agreement as a whole and not merely to the specific article,
section, paragraph or clause where such terms may appear. The term "including"
shall mean "including, but not limited to."
2. THE REORGANIZATIONS.
a. TRANSFER OF ASSETS. Subject to receiving the requisite approval of the
shareholders of the Acquired Fund, and subject to the other terms and conditions
contained in this Agreement and on the basis of the representations and
warranties contained in this Agreement, at the Valuation Time on the Closing
Date, the Acquired Fund shall convey, transfer and deliver to the Acquiring
Fund, and the Acquiring Fund shall purchase, acquire and accept from the
Acquired Fund, free and clear of all Liens, all of the property and assets
(including cash, securities, commodities, interests in futures and dividends,
any prepaid expenses and interest accrued on debt instruments, in each case as
of the Valuation Time) owned for investment purposes by the Acquired Fund (as to
each Acquired Fund, such assets are collectively referred to as the "ASSETS").
b. LIABILITIES TO BE DISCHARGED. The Acquired Fund will discharge all of
its liabilities and obligations prior to the Closing Date other than the
ordinary course liabilities reflected in the Acquired Fund's net asset value
incurred by the Acquired Fund prior to the Closing Date in connection with its
on-going business operations (including accrued fees and expenses and payables
for securities purchased or for share redemptions) (the "ACQUIRED FUND ORDINARY
COURSE LIABILITIES"). Subject to receiving the requisite approval of the
shareholders of the Acquired Fund, and subject to other terms and conditions
contained in this Agreement and on the basis of the representations and
warranties contained in this Agreement, on the Closing Date, the Acquiring Fund
shall assume and thereafter in due course pay and fully satisfy, discharge or
perform the Acquired Fund Ordinary Course Liabilities. For avoidance of doubt,
the Acquiring Fund shall not assume or agree to pay, satisfy, discharge or
perform any contingent liabilities, or any liabilities arising under any plan
adopted by the Acquired Fund under Rule 12b-1 with respect to the sale of the
Acquired Fund's shares prior to the Closing Date.
c. ISSUANCE AND VALUATION OF CORRESPONDING SHARES IN THE REORGANIZATION.
Full Corresponding Shares, as set forth on EXHIBIT A hereto, and to the extent
necessary, a fractional Corresponding Share, of an aggregate net asset value
equal to the net asset value of the Assets acquired by the Acquiring Fund under
this Agreement, determined as hereinafter provided, shall be issued by the
Acquiring Fund to the Acquired Fund in exchange for such Assets (without a sales
load, commission or other similar fee being imposed) at the Valuation Time on
the Closing Date. The net asset value of each of the Acquired Fund's Assets and
the Acquiring Fund's Corresponding Shares shall be determined in accordance with
the procedures approved by the boards of directors and trustees, as applicable,
of the American Century Parties as described in the American Century
Prospectuses and the American Century Statements of Additional Information as of
the Valuation Time. Such valuation and determination shall be made by the
Acquiring Fund in cooperation with the Acquired Fund.
10
d. DISTRIBUTION OF CORRESPONDING SHARES TO THE ACQUIRED FUND SHAREHOLDERS.
Pursuant to this Agreement, as soon as practicable after the Valuation Time, the
Acquired Fund will distribute all Corresponding Shares, as set forth on EXHIBIT
A hereto, received by it from the Acquiring Fund in connection with the
Reorganization to its shareholders in proportion to each shareholder's
respective interest in the Acquired Fund. Such distribution shall be
accomplished by the opening of shareholder accounts on the share ledger records
of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund
based on their respective holdings in the Acquired Fund as of the Valuation
Time.
e. INTEREST; PROCEEDS. The Acquired Fund shall pay or cause to be paid to
the Acquiring Fund any interest or proceeds it receives on or after the Closing
Date with respect to its Assets.
f. VALUATION TIME. The Valuation Time shall be at the close of the New York
Stock Exchange (generally 4:00 P.M., Eastern Standard Time) on March 31, 2006,
or such other day and time as may be mutually agreed upon in writing between the
parties hereto (the "VALUATION TIME"). In the event that at the Valuation Time
(a) the New York Stock Exchange or another primary trading market for portfolio
securities of the Acquiring Fund or the Acquired Fund shall be closed to trading
or trading thereon shall be restricted; or (b) trading or the reporting of
trading on said Exchange or elsewhere shall be disrupted so that accurate
appraisal of the value of the net assets of the Acquiring Fund or the Acquired
Fund is impracticable, the Valuation Time shall be postponed until the close of
the New York Stock Exchange on the first business day after the day when trading
shall have been fully resumed and reporting shall have been restored.
g. EVIDENCE OF TRANSFER. The Acquiring Fund and the Acquired Fund shall
jointly file any instrument as may be required by any Governmental Authority to
consummate the transfer of the Assets to the Acquiring Fund.
h. TERMINATION. Each Acquired Fund's existence as a separate series of MSF
shall be terminated as soon as practicable following the consummation of the
applicable Reorganization by making any required filings with the State of
Maryland, as provided in Section 5(c) hereof. After the consummation of the
applicable Reorganization, the Acquired Fund shall engage in no activity other
than winding up of its activities and dissolution.
i. SEPARATE AGREEMENTS; REORGANIZATIONS CONDITIONED ON ONE ANOTHER. Each of
the respective parties to this Agreement agrees that this Agreement shall
constitute a separate agreement and plan of reorganization as to each individual
Reorganization. The parties further agree that the consummation of each
Reorganization shall be conditioned on the consummation of all Reorganizations
contemplated by this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND.
MSF, on behalf of each Acquired Fund, represents and warrants to the
American Century Parties as follows:
a. FORMATION AND QUALIFICATION. The Acquired Fund is a separate series of
MSF, a corporation duly organized, validly existing and in good standing in
conformity with the laws of
11
the State of Maryland, and the Acquired Fund has all requisite power and
authority to own all of its properties and assets and carry on its business as
presently conducted. MSF is duly qualified, registered or licensed to do
business and is in good standing in each jurisdiction in which the ownership of
its properties and assets or the character of its present operations makes such
qualification, registration or licensing necessary, except where the failure to
so qualify or be in good standing would not have a Material Adverse Effect on
the Acquired Fund.
b. LICENSES. The Acquired Fund (or MSF on behalf of the Acquired Fund)
holds all permits, consents, registrations, certificates, authorizations and
other approvals (collectively, "LICENSES") required for the conduct of its
business as now being conducted; all such Licenses are in full force and effect
and no suspension or cancellation of any of them is pending or threatened; and
none of such Licenses will be affected by the consummation of the transactions
contemplated by this Agreement in a manner that would have a Material Adverse
Effect on the Acquired Fund. MSF is duly registered under the Investment Company
Act as an open-end series management investment company (File No. 811-07961),
and such registration has not been suspended, revoked or rescinded and is in
full force and effect.
c. AUTHORITY. MSF, on behalf of the Acquired Fund, has full power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary action on the part of each Acquired Fund and
no other proceedings on the part of MSF or the Acquired Fund are necessary to
authorize this Agreement or the consummation of the transactions contemplated
hereby, except for the approval of the Acquired Fund's shareholders as provided
in Section 7(c) of this Agreement. This Agreement has been duly and validly
executed by MSF on behalf of the Acquired Fund, and, subject to receipt of the
requisite shareholder approval, and assuming due authorization, execution and
delivery of this Agreement by the Acquiring Fund, this Agreement constitutes a
legal, valid and binding obligation of the Acquired Fund enforceable against the
Acquired Fund in accordance with its terms, subject to the effects of
bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto and the remedy of specific performance and injunctive and other
forms of equitable relief.
d. FINANCIAL STATEMENTS. The Acquiring Fund has been furnished with an
accurate, correct and complete statement of assets and liabilities and a
schedule of Investments of the Acquired Fund, each as of March 31, 2005, and
such financial statements have been audited by PricewaterhouseCoopers LLC,
independent public accountants. Such audited financial statements fairly present
in all material respects the financial position of the Acquired Fund as of the
dates and for the periods referred to therein and in conformity with generally
accepted accounting principles applied on a consistent basis.
e. SEMI-ANNUAL REPORT TO SHAREHOLDERS. The Acquiring Fund has been
furnished with the corresponding Acquired Fund's Semi-Annual Report to
Shareholders for the six months ended September 30, 2005, and the unaudited
financial statements appearing therein fairly present in all material respects
the financial position of the corresponding Acquired Fund as of the dates and
for the periods referred to therein and in conformity with generally accepted
accounting principles applied on a consistent basis.
12
f. PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION. The Acquiring Fund
has been furnished with the Xxxxx Street Funds Prospectus and the Xxxxx Street
Funds Statement of Additional Information, and insofar as they relate to the
Acquired Fund, such Prospectus and such Statement of Additional Information do
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
g. LITIGATION. There are no claims, actions, suits or legal, administrative
or other proceedings pending or, to the Knowledge of the Acquired Fund,
threatened against the Acquired Fund that could reasonably be expected to have a
Material Adverse Effect on the Acquired Fund. The Acquired Fund is not charged
with or, to its Knowledge, threatened with any violation or investigation of any
possible violation, of any provisions of any Federal, state, local or
self-regulatory law or regulation or administrative ruling relating to any
aspect of its business that could reasonably be expected to have a Material
Adverse Effect on the Acquired Fund.
h. MATERIAL CONTRACTS. There are no material contracts outstanding to which
MSF on behalf of any Acquired Fund is a party that have not been disclosed in
the N-14 Registration Statement, the Xxxxx Street Funds Prospectus or the Xxxxx
Street Funds Statement of Additional Information.
i. NO CONFLICT. The execution and delivery of this Agreement by MSF on
behalf of each Acquired Fund and the consummation of the transactions
contemplated hereby will not contravene or constitute a default under or
violation of (i) MSF's Articles of Incorporation or by-laws, each as amended,
supplemented and in effect as of the date hereof (subject to shareholder
approval as provided in Section 7(c) of this Agreement), (ii) any agreement or
contract (or require the consent of any Person under any agreement or contract
that has not been obtained) to which MSF on behalf of the Acquired Fund is a
party or to which its assets or properties are subject or (iii) any applicable
Law or any judgment, injunction, order or decree, or other instrument binding
upon the Acquired Fund or any of its assets or properties, except where such
contravention, default or violation would not have a Material Adverse Effect on
the Acquired Fund.
j. UNDISCLOSED LIABILITIES. The Acquired Fund has no material liabilities,
contingent or otherwise, other than those shown on its statements of assets and
liabilities referred to in this Agreement, the Acquired Fund Ordinary Course
Liabilities and those incurred in connection with the Reorganization.
k. TAXES. The Acquired Fund has elected and qualified for the special tax
treatment afforded to regulated investment companies ("RICS") under Sections
851-855 of the Code, and under any similar provisions of state or local law in
any jurisdiction in which the Acquired Fund filed, or is required to file, a tax
return, at all times since its inception and shall continue to so qualify for
its taxable year ending upon its liquidation. The Acquired Fund has filed (or
caused to be filed), or has obtained extensions to file, all Federal, state,
foreign and local tax returns which are required to be filed by it, and has paid
(or caused to be paid) or has obtained extensions to pay, all taxes shown on
said returns to be due and owing and all assessments
13
received by it, up to and including the taxable year in which the Closing Date
occurs. All tax liabilities of the Acquired Fund have been adequately provided
for on its books, and no tax deficiency or liability of the Acquired Fund has
been asserted and no question with respect thereto has been raised by the
Internal Revenue Service or by any state or local tax authority for taxes in
excess of those already paid, up to and including the taxable year in which the
Closing Date occurs.
l. ASSETS. The Acquired Fund has good and marketable title to the Assets,
free and clear of all Liens. The Acquired Fund is the direct, sole and exclusive
owner of the Assets. At the Closing Date, upon consummation of the transactions
contemplated hereby, the Acquiring Fund will have good and marketable title to
the Assets, free and clear of all Liens.
m. CONSENTS. No filing or registration with, or consent, approval,
authorization or order of, any Person is required for the consummation by the
Acquired Funds of the Reorganization, except for (i) such as may be required
under the Securities Act, the Exchange Act, the Investment Company Act or state
securities laws and (ii) a Majority Shareholder Vote.
n. N-14 REGISTRATION STATEMENT. The information furnished, or to be
furnished, by the Acquired Fund for use in the registration statement filed, or
to be filed, by the American Century Parties on Form N-14 relating to the
Corresponding Shares to be issued pursuant to this Agreement, which includes the
proxy statement of the Acquired Funds and the prospectus of the Acquiring Funds
with respect to the transactions contemplated hereby, and any supplement or
amendment thereto or to the documents therein (as amended and supplemented, the
"N-14 REGISTRATION STATEMENT"), on the effective date of the N-14 Registration
Statement, at the time of the shareholders' meeting referred to in Section 5(a)
hereof and on the Closing Date, insofar as it relates to the Acquired Fund (i)
complied, or will comply, as applicable, in all material respects, with the
applicable provisions of the Securities Act, the Exchange Act and the Investment
Company Act and the rules and regulations promulgated thereunder, and (ii) did
not, or will not, as applicable, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
o. CAPITALIZATION. All issued and outstanding shares of the Acquired Fund
are duly authorized, validly issued, fully paid and non-assessable and free of
preemptive rights. There are no options warrants, subscriptions, calls or other
rights, agreements or commitments obligating the Acquired Fund to issue any of
its shares or securities convertible into its shares.
p. BOOKS AND RECORDS The books and records of the Acquired Fund made
available to the Acquiring Fund and/or its counsel are substantially true and
correct and contain no material misstatements or omissions with respect to the
operations of the Acquired Fund.
4. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND.
The American Century Parties, on behalf of their corresponding Acquiring
Fund(s), represent and warrant to MSF as follows:
14
a. FORMATION AND QUALIFICATION. The Acquiring Fund is a separate series or
investment portfolio of its corresponding American Century Party, a corporation
or business trust, as applicable, organized, validly existing and in good
standing in conformity with the laws of the State of Maryland or Massachusetts,
as applicable, and the Acquiring Fund has all requisite power and authority to
own all of its properties or assets and carry on its business as presently
conducted. Each American Century Party is duly qualified, registered or licensed
as a foreign corporation to do business and is in good standing in each
jurisdiction in which the ownership of its properties or assets or the character
of its present operations makes such qualification, registration or licensing
necessary, except where the failure to so qualify or be in good standing would
not have a Material Adverse Effect on the Acquiring Fund.
b. LICENSES. The Acquiring Fund (or the relevant American Century Party on
behalf of the Acquiring Fund) holds all Licenses required for the conduct of its
business as now being conducted; all such Licenses are in full force and effect
and no suspension or cancellation of any of them is pending or threatened; and
none of such Licenses will be affected by the consummation of the transactions
contemplated by this Agreement in a manner that would have a Material Adverse
Effect on the Acquiring Fund. Each American Century Party is duly registered
under the Investment Company Act as an open-end management investment company,
and such registration has not been suspended, revoked or rescinded and is in
full force and effect.
c. AUTHORITY. Each American Century Party, on behalf of each corresponding
Acquiring Fund(s), has full power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
action on the part of the Acquiring Fund and no other proceedings on the part of
the Acquiring Fund are necessary to authorize this Agreement or the consummation
of the transactions contemplated hereby. This Agreement has been duly and
validly executed by the relevant American Century Party, on behalf of the
corresponding Acquiring Fund, and assuming due authorization, execution and
delivery of this Agreement by the Acquired Fund, this Agreement constitutes a
legal, valid and binding obligation of the Acquiring Fund enforceable against
the Acquiring Fund in accordance with its terms, subject to the effects of
bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto and the remedy of specific performance and injunctive and other
forms of equitable relief.
d. FINANCIAL STATEMENTS. The Acquired Fund has been furnished with an
accurate, correct and complete statement of assets and liabilities and a
schedule of Investments of the Acquiring Fund, each as of the date set out on
SCHEDULE 4(D), such financial statements having been audited by the independent
public accountants identified on SCHEDULE 4(D). Such audited financial
statements fairly present in all material respects the financial position of the
Acquiring Fund as of the dates and for the periods referred to therein and in
conformity with generally accepted accounting principles applied on a consistent
basis.
e. SEMI-ANNUAL REPORT TO STOCKHOLDERS. The Acquired Fund has been furnished
with the Acquiring Fund's Semi-Annual Report to Stockholders for the period
indicated on SCHEDULE 4(E), and the unaudited financial statements appearing
therein fairly present in all material respects the financial position of the
Acquiring Fund as of the dates and for the periods referred
15
to therein and in conformity with generally accepted accounting principles
applied on a consistent basis.
f. PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION. The Acquired Fund
has been furnished with the American Century Prospectuses and the American
Century Statements of Additional Information, and insofar as they relate to the
Acquiring Fund, said Prospectuses and Statements of Additional Information do
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
g. LITIGATION. There are no claims, actions, suits or legal, administrative
or other proceedings pending or, to the Knowledge of the Acquiring Fund,
threatened against the Acquiring Fund that could reasonably be expected to have
a Material Adverse Effect on the Acquiring Fund. The Acquiring Fund is not
charged with or, to its knowledge, threatened with any violation, or
investigation of any possible violation, of any provisions of any Federal, state
or local law or regulation or administrative ruling relating to any aspect of
its business that could reasonably be expected to have a Material Adverse Effect
on the Acquiring Fund.
h. MATERIAL CONTRACTS. There are no material contracts outstanding to which
any American Century Party on behalf of its corresponding Acquiring Fund is a
party that have not been disclosed in the N-14 Registration Statement, the
American Century Prospectuses, or the American Century Statements of Additional
Information.
i. NO CONFLICT. The execution and delivery of this Agreement by each
American Century Party on behalf of its corresponding Acquiring Fund(s) and the
consummation of the transactions contemplated hereby will not contravene or
constitute a default under or violation of (i) the Declaration of Trust or
Articles of Incorporation, as applicable, or by-laws of each American Century
Party, each as amended, supplemented and in effect as of the date hereof, (ii)
any agreement or contract (or require the consent of any Person under any
agreement or contract that has not been obtained) to which the relevant American
Century Party on behalf of the Acquiring Fund is a party or to which its assets
or properties are subject, or (iii) any applicable Law or any judgment,
injunction, order or decree, or other instrument binding upon the Acquiring Fund
or any of its assets or properties, except where such contravention, default or
violation would not have a Material Adverse Effect on the Acquiring Fund.
j. UNDISCLOSED LIABILITIES. The Acquiring Fund has no material liabilities,
contingent or otherwise, other than those shown on its statements of assets and
liabilities referred to in this Agreement, those incurred in the ordinary course
of its business as an investment company since the date of its most recent
audited financial statements and those incurred in connection with the
Reorganization.
k. TAXES. The Acquiring Fund has elected and qualified for the special tax
treatment afforded to RICs under Sections 851-855 of the Code, and under any
similar provisions of state or local law in any jurisdiction in which the
Acquiring Fund filed, or is required to file, a tax return, at all times since
its inception and shall continue to so qualify both until consummation of the
Reorganization and thereafter. The Acquiring Fund has filed (or caused to be
filed), or has obtained extensions to file, all Federal, state, foreign and
local tax returns which are required to
16
be filed by it, and has paid (or caused to be paid) or has obtained extensions
to pay, all taxes shown on said returns to be due and owing, and all assessments
received by it, up to and including the taxable year in which the Closing Date
occurs. All tax liabilities of the Acquiring Fund have been adequately provided
for on its books, and no tax deficiency or liability of the Acquiring Fund has
been asserted and no question with respect thereto has been raised by the
Internal Revenue Service or by any state or local tax authority for taxes in
excess of those already paid, up to and including the taxable year in which the
Closing Date occurs.
l. CONSENTS. No filing or registration with, or consent, approval,
authorization, or order of, any Person is required for the consummation by the
Acquiring Fund of the Reorganization, except for such as may be required under
the Securities Act, the Exchange Act, the Investment Company Act, or state
securities laws.
m. N-14 REGISTRATION STATEMENT. Assuming the accuracy of the Acquired
Fund's representations in Section 3(n), the N-14 Registration Statement, on its
effective date, at the time of the shareholders' meeting referred to in Section
5(a) hereof and on the Closing Date, (i) complied, or will comply, as
applicable, in all material respects, with the applicable provisions of the
Securities Act, the Exchange Act and the Investment Company Act and the rules
and regulations promulgated thereunder, and (ii) did not, or will not, as
applicable, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
n. CAPITALIZATION. Under the Declaration of Trust or Articles of
Incorporation, as applicable, of each American Century Party, each Acquiring
Fund is authorized to issue the number of full and fractional shares of
beneficial interest as further described on SCHEDULE 4(N). All issued and
outstanding shares of the Acquiring Fund are duly authorized, validly issued,
fully paid and non-assessable and free of preemptive rights. There are no
options, warrants, subscriptions, calls or other rights, agreements or
commitments obligating the Acquiring Fund to issue any of its shares or
securities convertible into its shares.
o. CORRESPONDING SHARES.
i. The Corresponding Shares to be issued by the Acquiring Fund to the
Acquired Fund and subsequently distributed by the Acquired Fund to its
shareholders as provided in this Agreement have been duly and validly authorized
and, when issued and delivered pursuant to this Agreement, will be legally and
validly issued and will be fully paid and nonassessable and will have full
voting rights, and no shareholder of the Acquiring Fund will have any preemptive
right of subscription or purchase in respect thereof.
ii. At or prior to the Closing Date, the Corresponding Shares to be
issued by the Acquiring Fund to the Acquired Fund on the Closing Date will be
duly qualified for offering to the public in all states of the United States in
which the sale of shares of the Acquiring Fund presently are qualified, and
there are a sufficient number of such shares registered under the Securities
Act, the Investment Company Act and with each pertinent state securities
commission to permit the Reorganization to be consummated.
17
5. COVENANTS OF THE ACQUIRED FUND AND THE ACQUIRING FUND.
a. UNAUDITED FINANCIAL STATEMENTS.
i. The Acquired Fund hereby agrees to furnish or cause its agents to
furnish to the Acquiring Fund, at or prior to the Closing Date, for the purpose
of determining the number of Corresponding Shares to be issued by the Acquiring
Fund to the Acquired Fund pursuant to Section 2(c) hereof, an accurate, correct
and complete unaudited statement of assets and liabilities of the Acquired Fund
with values determined in accordance with Section 2(c) hereof and an unaudited
schedule of Investments of the Acquired Fund (including the respective dates and
costs of acquisition thereof), each as of the Valuation Time. Such unaudited
financial statements shall fairly present in all material respects the financial
position of the Acquired Fund as of the dates and for the periods referred to
therein and in conformity with generally accepted accounting principles applied
on a consistent basis.
ii. The Acquiring Fund hereby agrees to furnish or cause its agents to
furnish to the Acquired Fund, at or prior to the Closing Date, for the purpose
of determining the number of Corresponding Shares to be issued by the Acquiring
Fund to the Acquired Fund pursuant to Section 2(c) hereof, an accurate, correct
and complete unaudited statement of assets and liabilities of the Acquiring Fund
with values determined in accordance with Section 2(c) hereof.
b. SHARE LEDGER RECORDS OF THE ACQUIRING FUND. The Acquiring Fund agrees,
as soon as practicable after the Valuation Time, to open shareholder accounts on
its share ledger records for the shareholders of the Acquired Fund in connection
with the distribution of Corresponding Shares by the Acquired Fund to such
shareholders in accordance with Section 2(c) hereof.
c. TERMINATION OF THE ACQUIRED FUND. MSF agrees that as soon as practicable
following the consummation of the Reorganization, it shall terminate the
existence of the Acquired Fund in accordance with the laws of the State of
Maryland and any other applicable Law.
d. CORRESPONDING SHARES. The Acquired Fund shall not sell or otherwise
dispose of any of the Corresponding Shares to be received by it from the
Acquiring Fund in connection with the Reorganization, except in distribution to
the shareholders of the Acquired Fund in accordance with the terms hereof.
e. TAX RETURNS. The Acquired Fund and the Acquiring Fund each agrees that
by the Closing Date all of its Federal, foreign and other applicable tax returns
and reports required to be filed on or before such date shall have been filed
and all taxes shown as due on said returns either shall have been paid or
adequate liability reserves shall have been provided for the payment of such
taxes. In connection with this provision, the Acquiring Fund and the Acquired
Fund agree to cooperate with each other in filing any tax return, amended return
or claim for refund, determining a liability for taxes or a right to a refund of
taxes or participating in or conducting any audit or other proceeding in respect
of taxes.
f. COMBINED PROXY STATEMENT AND PROSPECTUS. The Acquiring Fund will prepare
and file with the Commission the N-14 Registration Statement. The Acquired Fund
will use its best commercial efforts to provide information necessary to the
Acquiring Funds to prepare the N-14 Registration Statement and to cooperate in
the filing of such document. The Acquired Fund
18
agrees to mail to its shareholders of record entitled to vote at the special
meeting of shareholders at which action is to be considered regarding this
Agreement, in sufficient time to comply with requirements as to notice thereof,
a combined Proxy Statement and Prospectus which complies in all material
respects (except as to information therein relating to the Acquiring Fund) with
the applicable provisions of Section 14(a) of the Exchange Act and Section 20(a)
of the Investment Company Act, and the rules and regulations promulgated
thereunder.
g. CONFIRMATION OF TAX BASIS. The Acquired Fund shall deliver to the
Acquiring Fund on the Closing Date confirmations or other adequate evidence as
to the tax basis and holding period of each of the Assets delivered to the
Acquiring Fund hereunder.
h. TAX REPRESENTATIONS. The Acquired Fund and the Acquiring Fund shall each
deliver to Ernst & Young LLP ("E&Y") a certificate, in form and substance
reasonably satisfactory to E&Y, representing to such matters reasonably
requested by E&Y in connection with its opinion contemplated under Sections 7(f)
and 8(f) of this Agreement (the "TAX REPRESENTATION CERTIFICATE"). As of the
date of delivery of the Tax Representation Certificate and as of the Closing
Date, the Tax Representation Certificate shall not contain any untrue statement
of a material fact or omit to state any material fact required to make any
statement contained therein, in light of the circumstances in which it was made,
not misleading.
i. TAX-FREE REORGANIZATION. From and after the date of this Agreement and
until the Closing Date, the Acquired Fund and the Acquiring Fund shall use
commercially reasonable efforts to cause the Reorganization to qualify, and will
not knowingly take any action, cause any action to be taken, fail to take any
action or cause any action to fail to be taken which action or failure to act
could prevent the Reorganization from qualifying, as a reorganization under the
provisions of Section 368(a) of the Code.
j. SHAREHOLDER INFORMATION. As soon as practicable after the close of
business on the Closing Date, the Acquired Fund shall deliver to the Acquiring
Fund such information as the Acquiring Fund or its transfer agent shall
reasonably request with respect to the shareholders of record of the Acquired
Fund on the Closing Date and the number of shares of the Acquired Fund owned by
each such shareholder as of such date, certified to the best of its knowledge
and belief by the transfer agent on behalf of the Acquired Fund.
k. PRESERVATION OF RECORDS. The Acquiring Fund shall preserve all written
records that the Acquired Fund is required to preserve pursuant to the
Investment Company Act in connection with the Reorganization and this Agreement
for a period of six years after the Closing Date and for the first two years in
an easily accessible place.
6. CLOSING.
a. CLOSING. The closing of the transactions contemplated by this Agreement
shall take place at the offices of American Century Companies, Inc., 0000 Xxxx
Xxxxxx, Xxxxxx Xxxx, XX 00000, at the Valuation Time, or at such other place,
time and date agreed to by MSF and the American Century Parties. The date and
time upon which such closing is to take place shall be referred to in this
Agreement as the "CLOSING DATE." To the extent that any Assets, for any reason,
are not transferable on the Closing Date, the Acquired Fund shall cause such
Assets to be
19
transferred to the Acquiring Fund's custody account with X.X. Xxxxxx Xxxxx Bank
at the earliest practicable date thereafter.
b. CUSTODIAN'S CERTIFICATE. X.X. Xxxxxx Chase Bank, as custodian for the
Acquired Fund's domestic assets, and in the case of the MSF International Equity
Fund and any of the Acquired Fund's foreign assets, Xxxxx Brothers Xxxxxxxx &
Co., shall deliver at the Closing a certificate of an authorized officer stating
that: (i) the Acquired Fund's portfolio securities, cash, and any other assets
have been delivered in proper form to the Acquiring Fund on the Closing Date;
and (ii) all necessary taxes, including all applicable federal and state stock
transfer stamps, if any, shall have been paid, or provision for payment shall
have been made, in conjunction with the delivery of portfolio securities by the
Acquired Fund.
c. TRANSFER AGENT'S CERTIFICATE. Boston Financial Data Services, as
transfer agent for the Acquired Fund as of the Closing Date, shall deliver at
the Closing a certificate of an authorized officer stating that its records
contain the names and addresses of shareholders of the Acquired Fund
stockholders, and the number and percentage ownership of outstanding shares
owned by each such shareholder immediately prior to the Closing. Each Acquiring
Fund shall issue and deliver, or cause its transfer agent, to issue and deliver
a confirmation evidencing Corresponding Shares to be credited on the Closing
Date or provide evidence satisfactory to the Acquired Fund that the
Corresponding Shares have been credited to the Acquired Fund's account on the
books of the Acquiring Fund. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, share certificates, receipts and
other documents, if any, as such other party or its counsel may reasonably
request.
7. CONDITIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund hereunder shall be subject to the
satisfaction, at or before the Closing Date (or such other date specified in
this Agreement), of the conditions set forth below. The benefit of these
conditions is for the Acquired Fund only and, other than with respect to the
conditions set forth in Sections 7(c) and 7(f) hereof, may be waived, in whole
or in part, by the Acquired Fund at any time in its sole discretion.
a. REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Acquiring Fund made in this Agreement shall be true and correct in all
material respects when made, as of the Valuation Time and as of the Closing
Date, all with the same effect as if made at and as of such dates, except that
any representations and warranties that relate to a particular date or period
shall be true and correct in all material respects as of such date or period.
b. PERFORMANCE. The Acquiring Fund shall have performed, satisfied and
complied with all covenants, agreements and conditions required to be performed,
satisfied or complied with by it under this Agreement at or prior to the Closing
Date.
c. SHAREHOLDER APPROVAL. This Agreement shall have been adopted, and the
Reorganization shall have been approved, by a Majority Shareholder Vote.
d. APPROVAL OF BOARD OF TRUSTEES/DIRECTORS. This Agreement shall have been
adopted, and the Reorganization shall have been approved, by the Board of
Trustees or Directors, as
20
applicable, of each American Century Party, on behalf of each Acquiring Fund,
including a majority of the Trustees or Directors, as applicable, who are not
"interested persons" of MSF or any American Century Party as defined in Section
2(a)(19) of the Investment Company Act, in accordance with applicable state law
and the Investment Company Act.
e. DELIVERIES BY THE ACQUIRING FUND. At or prior to the Closing Date, the
Acquiring Fund shall deliver to the Acquired Fund the following:
i. a certificate, in form and substance reasonably satisfactory to the
Acquired Fund, executed by the President (or a Vice President) of the relevant
American Century Party on behalf of the Acquiring Fund, dated as of the Closing
Date, certifying that the conditions specified in Sections 7(a), (b), (c) and
(d) have been fulfilled;
ii. the unaudited financial statements of the Acquiring Fund required
by Section 5(a)(ii) hereof; and
iii. an opinion of Shearman & Sterling, LLP, counsel to the Acquiring
Fund, in form and substance reasonably acceptable to the Acquired Fund, covering
such matters as may be reasonably requested by the Acquired Fund and its
counsel.
f. TAX OPINION/PRIVATE LETTER RULING. The Acquired Fund shall have received
either:
(A) an opinion of E&Y in form and substance reasonably satisfactory to
the Acquired Fund and its counsel, to the effect that, for Federal income tax
purposes (i) the transfer of the Assets to the Acquiring Fund in exchange solely
for the Corresponding Shares and the assumption by the Acquiring Fund of the
Acquired Fund Ordinary Course Liabilities as provided for in the Agreement will
constitute a reorganization within the meaning of Section 368(a) of the Code,
and assuming that such transfer, issuance and assumption qualifies as a
reorganization within the meaning of Section 368(a) of the Code, the Acquired
Fund and the Acquiring Fund will each be deemed to be a "party to the
reorganization" within the meaning of Section 368(b) of the Code; (ii) in
accordance with Sections 357 and 361 of the Code, no gain or loss will be
recognized by the Acquired Fund as a result of the Asset transfer solely in
return for the Corresponding Shares and the assumption by the Acquiring Fund of
the Acquired Fund Ordinary Course Liabilities or on the distribution (whether
actual or constructive) of the Corresponding Shares to the Acquired Fund
shareholders as provided for in the Agreement; (iii) under Section 1032 of the
Code, no gain or loss will be recognized by the Acquiring Fund on the receipt of
the Assets in return for the Corresponding Shares and the assumption by the
Acquiring Fund of the Acquired Fund Ordinary Course Liabilities as provided for
in the Agreement; (iv) in accordance with Section 354(a)(1) of the Code, no gain
or loss will be recognized by the shareholders of the Acquired Fund on the
receipt (whether actual or constructive) of Corresponding Shares in return for
their shares of the Acquired Fund; (v) in accordance with Section 362(b) of the
Code, the tax basis of the Assets in the hands of the Acquiring Fund will be the
same as the tax basis of such Assets in the hands of the Acquired Fund
immediately prior to the consummation of the Reorganization; (vi) in accordance
with Section 358 of the Code, immediately after the Reorganization, the tax
basis of the Corresponding Shares received (whether actual or constructive) by
the shareholders of the Acquired Fund in the Reorganization will be equal, in
the aggregate, to the tax basis of the shares of the Acquired Fund surrendered
in return therefor;
21
(vii) in accordance with Section 1223 of the Code, the holding period of a
shareholder of the Acquired Fund in the Corresponding Shares it receives will be
determined by including the holding period of such shareholder in the shares of
the Acquired Fund exchanged therefor, PROVIDED that the Acquired Fund shares
were held as a capital asset; (viii) in accordance with Section 1223 of the
Code, the Acquiring Fund's holding period with respect to the Assets acquired by
it will include the Acquired Fund's holding period in such Assets; and (ix) in
accordance with Section 381(a) of the Code and regulations thereunder, the
Acquiring Fund will succeed to and take into account certain tax attributes of
the Acquired Fund, subject to applicable limitations; or
(B) an Internal Revenue Service private letter ruling covering all of
the matters described in the preceding clause (A), together with an opinion of
E&Y stating that such Internal Revenue Service private letter ruling covers in
all material respects the tax issues described above.
g. NO MATERIAL ADVERSE CHANGE. There shall have occurred no material
adverse change in the financial position of the Acquiring Fund since the date of
the Acquiring Fund's most recent audited financial statements referred to in
Section 4(d) other than changes in its portfolio securities since that date,
changes in the market value of its portfolio securities or changes in connection
with the payment of the Acquiring Fund's customary operating expenses, each in
the ordinary course of business.
h. ABSENCE OF LITIGATION. There shall not be pending before any
Governmental Authority any material litigation with respect to the matters
contemplated by this Agreement.
i. PROCEEDINGS AND DOCUMENTS. All proceedings contemplated by this
Agreement, the Reorganization, and all of the other documents incident thereto,
shall be reasonably satisfactory to the Acquired Fund and its counsel, and the
Acquired Fund and its counsel shall have received all such counterpart originals
or certified or other copies of such documents as the Acquired Fund or its
counsel may reasonably request.
j. N-14 REGISTRATION STATEMENT. The N-14 Registration Statement shall have
become effective under the Securities Act, and no stop order suspending such
effectiveness shall have been instituted or, to the Knowledge of the Acquiring
Fund or the Acquired Fund, contemplated by the Commission.
k. COMPLIANCE WITH LAWS; NO ADVERSE ACTION OR DECISION. Since the date
hereof, (i) no law, statute, ordinance, code, rule or regulation shall have been
promulgated, enacted or entered that restrains, enjoins, prevents, materially
delays, prohibits or otherwise makes illegal the performance of this Agreement,
the Reorganization or the consummation of any of the transactions contemplated
hereby and thereby; (ii) the Commission shall not have issued an unfavorable
advisory report under Section 25(b) of the Investment Company Act, nor
instituted or threatened to institute any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the Investment Company
Act, and (iii) no other legal, administrative or other proceeding shall be
instituted or threatened by any Governmental Authority which would materially
affect the financial condition of the Acquiring Fund or that seeks to restrain,
enjoin, prevent, materially delay, prohibit or otherwise make illegal the
performance of this Agreement,
22
the Reorganization or the consummation of any of the transactions contemplated
hereby or thereby.
l. COMMISSION ORDERS OR INTERPRETATIONS. The Acquired Fund shall have
received from the Commission such orders or interpretations as counsel to the
Acquired Fund deems reasonably necessary or desirable under the Securities Act
and the Investment Company Act in connection with the Reorganization; PROVIDED
that such counsel shall have requested such orders or interpretations as
promptly as practicable, and all such orders shall be in full force and effect.
m. SUB-ADVISORY AGREEMENTS. The MSA Sub-Advisory Agreements and the
Xxxxxxxxx Sub-Advisory Agreement each shall have been duly executed.
8. CONDITIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund hereunder shall be subject to
the satisfaction, at or before the Closing Date (or such other date specified in
this Agreement), of the conditions set forth below. The benefit of these
conditions is for the Acquiring Fund only and, other than with respect to the
condition set forth in Section 8(c) hereof, may be waived, in whole or in part,
by the Acquiring Fund at any time in its sole discretion.
a. REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Acquired Fund made in this Agreement shall be true and correct in all
material respects when made as of the Valuation Time and as of the Closing Date
all with the same effect as if made at and as of such dates, except that any
representations and warranties that relate to a particular date or period shall
be true and correct in all material respects as of such date or period.
b. PERFORMANCE. The Acquired Fund shall have performed, satisfied and
complied with all covenants, agreements and conditions required to be performed,
satisfied or complied with by it under this Agreement at or prior to the Closing
Date.
c. SHAREHOLDER APPROVAL. This Agreement shall have been adopted, and the
Reorganization shall have been approved, by a Majority Shareholder Vote.
d. APPROVAL OF BOARD OF DIRECTORS. This Agreement shall have been adopted
and the Reorganization shall have been approved by the Board of Directors of
MSF, on behalf of the Acquired Funds, including a majority of the Directors who
are not "interested persons" of MSF or any American Century Party within the
meaning of Section 2(a)(19) of the Investment Company Act, in accordance with
applicable state law and the Investment Company Act.
e. DELIVERIES BY THE ACQUIRED FUND. At or prior to the Closing Date, the
Acquired Fund shall deliver to the Acquiring Fund the following:
i. a certificate, in form and substance reasonably satisfactory to the
Acquiring Fund, executed by the President (or a Vice President) of MSF on behalf
of the Acquired Fund, dated as of the Closing Date, certifying that the
conditions specified in subsections (a), (b), (c) and (d) of this Section 8 have
been fulfilled;
23
ii. the unaudited financial statements of the Acquired Fund required
by Section 5(b)(i) hereof; and
iii. an opinion of Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP, counsel to
the Acquired Fund, in form and substance reasonably acceptable to the Acquiring
Fund, covering such matters as may be reasonably requested by the Acquiring Fund
and its counsel.
f. TAX REPRESENTATION CERTIFICATE. The Acquired Fund shall have delivered
to the Acquiring Fund a copy of the Tax Representations Certificate. As of the
date of delivery of the Tax Representation Certificate and as of the Closing
Date, the Tax Representation Certificate shall not contain any untrue statement
of a material fact or omit to state any material fact required to make any
statement contained therein, in light of the circumstances in which it was made,
not misleading.
g. TAX OPINION/PRIVATE LETTER RULING. The Acquiring Fund shall have
received either:
(A) an opinion of E&Y in form and substance reasonably satisfactory to
the Acquiring Fund and its counsel, to the effect that, for Federal income tax
purposes (i) the transfer of the Assets to the Acquiring Fund in exchange solely
for the Corresponding Shares and the assumption by the Acquiring Fund of the
Acquired Fund Ordinary Course Liabilities as provided for in the Agreement will
constitute a reorganization within the meaning of Section 368(a) of the Code,
and assuming that such transfer, issuance and assumption qualifies as a
reorganization within the meaning of Section 368(a) of the Code, the Acquired
Fund and the Acquiring Fund will each be deemed to be a "party to the
reorganization" within the meaning of Section 368(b) of the Code; (ii) in
accordance with Sections 357 and 361 of the Code, no gain or loss will be
recognized by the Acquired Fund as a result of the Asset transfer solely in
return for the Corresponding Shares and the assumption by the Acquiring Fund of
the Acquired Fund Ordinary Course Liabilities or on the distribution (whether
actual or constructive) of the Corresponding Shares to the Acquired Fund
shareholders as provided for in the Agreement; (iii) under Section 1032 of the
Code, no gain or loss will be recognized by the Acquiring Fund on the receipt of
the Assets in return for the Corresponding Shares and the assumption by the
Acquiring Fund of the Acquired Fund Ordinary Course Liabilities as provided for
in the Agreement; (iv) in accordance with Section 354(a)(1) of the Code, no gain
or loss will be recognized by the shareholders of the Acquired Fund on the
receipt (whether actual or constructive) of Corresponding Shares in return for
their shares of the Acquired Fund; (v) in accordance with Section 362(b) of the
Code, the tax basis of the Assets in the hands of the Acquiring Fund will be the
same as the tax basis of such Assets in the hands of the Acquired Fund
immediately prior to the consummation of the Reorganization; (vi) in accordance
with Section 358 of the Code, immediately after the Reorganization, the tax
basis of the Corresponding Shares received (whether actual or constructive) by
the shareholders of the Acquired Fund in the Reorganization will be equal, in
the aggregate, to the tax basis of the shares of the Acquired Fund surrendered
in return therefor; (vii) in accordance with Section 1223 of the Code, the
holding period of a shareholder of the Acquired Fund in the Corresponding Shares
it receives will be determined by including the holding period of such
shareholder in the shares of the Acquired Fund exchanged therefor, PROVIDED that
the Acquired Fund shares were held as a capital asset; (viii) in accordance with
Section 1223 of the Code, the Acquiring Fund's holding period with respect to
the Assets acquired by it will include the Acquired Fund's holding period in
such Assets; and (ix) in
24
accordance with Section 381(a) of the Code and regulations thereunder, the
Acquiring Fund will succeed to and take into account certain tax attributes of
the Acquired Fund, subject to applicable limitations; or
(B) an Internal Revenue Service private letter ruling covering all of
the matters described in the preceding clause (A), together with an opinion of
E&Y stating that such Internal Revenue Service private letter ruling covers in
all material respects the tax issues described above.
h. NO MATERIAL ADVERSE CHANGE. There shall have occurred no material
adverse change in the financial position of the Acquired Fund since March 31,
2005 other than changes in its portfolio securities since that date, changes in
the market value of its portfolio securities, changes in connection with the
payment of the Acquired Fund's customary operating expenses, or redemptions by
shareholders in accordance with Section 22(e) of the Investment Company Act,
each in the ordinary course of business, and redemptions made by Northwestern
Mutual and its subsidiaries prior to the Closing Date that have been disclosed
to the Acquiring Fund prior to the date of this Agreement.
i. ABSENCE OF LITIGATION. There shall not be pending before any
Governmental Authority any material litigation with respect to the matters
contemplated by this Agreement.
j. PROCEEDINGS AND DOCUMENTS. All proceedings contemplated by this
Agreement, the Reorganization, and all of the other documents incident thereto,
shall be reasonably satisfactory to the Acquiring Fund and its counsel, and the
Acquiring Fund and its counsel shall have received all such counterpart
originals or certified or other copies of such documents as the Acquiring Fund
or its counsel may reasonably request.
k. N-14 REGISTRATION STATEMENT. The N-14 Registration Statement shall have
become effective under the Securities Act, and no stop order suspending such
effectiveness shall have been instituted or, to the Knowledge of the Acquired
Fund or the Acquiring Fund, contemplated by the Commission.
l. COMPLIANCE WITH LAWS; NO ADVERSE ACTION OR DECISION. Since the date
hereof, (i) no law, statute, ordinance, code, rule or regulation shall have been
promulgated, enacted or entered that restrains, enjoins, prevents, materially
delays, prohibits or otherwise makes illegal the performance of this Agreement,
the Reorganization or the consummation of any of the transactions contemplated
hereby and thereby; (ii) the Commission shall not have issued an unfavorable
advisory report under Section 25(b) of the Investment Company Act, nor
instituted or threatened to institute any proceeding seeking to enjoin
consummation of the Reorganization under Section 25(c) of the Investment Company
Act, and (iii) no other legal, administrative or other proceeding shall be
instituted or threatened by any Governmental Authority which would materially
affect the financial condition of the Acquired Fund or that seeks to restrain,
enjoin, prevent, materially delay, prohibit or otherwise make illegal the
performance of this Agreement, the Reorganization or the consummation of any of
the transactions contemplated hereby or thereby.
25
m. COMMISSION ORDERS OR INTERPRETATIONS. The Acquiring Fund shall have
received from the Commission such orders or interpretations as counsel to the
Acquiring Fund deems reasonably necessary or desirable under the Securities Act
and the Investment Company Act in connection with the Reorganization; PROVIDED
that such counsel shall have requested such orders or interpretations as
promptly as practicable, and all such orders shall be in full force and effect.
n. DIVIDENDS. Prior to the Closing Date, the Acquired Fund shall have
declared a dividend or dividends which, together with all such previous
dividends, shall have the effect of distributing to its shareholders all of its
investment company taxable income as of the Closing Date, if any (computed
without regard to any deduction for dividends paid), and all of its net capital
gain, if any, recognized as of the Closing Date.
o. SUB-ADVISORY AGREEMENTS. The MSA Sub-Advisory Agreements and the
Xxxxxxxxx Sub-Advisory Agreement each shall have been duly executed.
9. TERMINATION, POSTPONEMENT AND WAIVERS.
a. TERMINATION OF AGREEMENT. Notwithstanding anything contained in this
Agreement to the contrary, subject to Section 10 hereof, this Agreement may be
terminated and the Reorganization abandoned at any time (whether before or after
approval thereof by the shareholders of the Acquired Fund) prior to the Closing
Date, or the Closing Date may be postponed, by mutual agreement of the parties,
or by MSF or an American Century Party following notice in writing to the other
party prior to the Closing Date that:
i. the Board of Trustees or Directors of such party, as applicable,
has determined that the Reorganization is no longer in the best
interests of its shareholders;
ii. any Governmental Authority of competent jurisdiction shall have
issued any judgment, injunction, order, ruling or decree or taken
any other action restraining, enjoining or otherwise prohibiting
this Agreement, the Reorganization or the consummation of any of
the transactions contemplated hereby or thereby and such
judgment, injunction, order, ruling, decree or other action
becomes final and non-appealable; PROVIDED that the party seeking
to terminate this Agreement pursuant to this Section 9(a)(ii)
shall have used its reasonable best efforts to have such
judgment, injunction, order, ruling, decree or other action
lifted, vacated or denied;
iii. there shall have been a breach by the other party of any of the
covenants or agreements or any of the representations or
warranties set forth in this Agreement on the part of such other
party, which breach, either individually or in the aggregate,
would result in, if occurring and continuing on the Closing Date,
the failure of the condition set forth in Sections 7 and 8, as
the case may be, and which breach has not been cured within 30
days of following written notice thereof to the breaching party
or, by its nature, cannot be cured within such time period; and
26
iv. Notwithstanding anything in this Section 9 to the contrary, the
Closing Date shall not have been consummated on or before May 31,
2006, PROVIDED that the right to terminate this Agreement under
this provision shall not be available to a party whose failure to
comply with any provisions of this Agreement has been the cause
of or resulted in the failure of the Closing Date to occur on or
before such date.
b. COMMISSION ORDER. If any order or orders of the Commission with respect
to this Agreement, the Reorganization or any of the transactions contemplated
hereby or thereby shall be issued prior to the Closing Date and shall impose any
terms or conditions which are determined by action of the Board of Directors of
MSF and the Board of Trustees or Directors, as applicable, of each American
Century Party to be acceptable, such terms and conditions shall be binding as if
a part of this Agreement without further vote or approval of the shareholders of
the Acquired Fund, unless such terms and conditions shall result in a change in
the method of computing the number of Corresponding Shares to be issued by the
Acquiring Fund to the Acquired Fund in which event, unless such terms and
conditions shall have been included in the proxy solicitation materials
furnished to the shareholders of the Acquired Fund prior to the meeting at which
the Reorganization shall have been approved, this Agreement shall not be
consummated and shall terminate unless the Acquired Fund promptly shall call a
special meeting of shareholders at which such conditions so imposed shall be
submitted for approval and the requisite approval of such conditions shall be
obtained.
c. EFFECT OF TERMINATION. In the event of termination of this Agreement
pursuant to the provisions hereof, the same shall become null and void and have
no further force or effect, and there shall not be any liability on the part of
either the Acquired Fund or the Acquiring Fund, MSF or the American Century
Parties, or Persons who are their directors, trustees, officers, agents or
shareholders in respect of this Agreement.
d. WAIVERS; NON-MATERIAL CHANGES. At any time prior to the Closing Date,
any of the terms or conditions of this Agreement may be waived by the party that
is entitled to the benefit thereof if such action or waiver will not have a
Material Adverse Effect on the benefits intended under this Agreement to the
shareholders of such party on behalf of which such action is taken. In addition,
each party hereby delegates to its investment adviser, or designated officers of
the investment adviser or funds, the ability to make non-material changes to
this Agreement if such investment adviser deems it to be in the best interests
of the Acquired Fund or Acquiring Fund for which it serves as investment adviser
to do so.
10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties contained in Sections 3 and 4 hereof
shall expire with, and be terminated by, the consummation of the Reorganization,
and neither the Acquired Fund nor the Acquiring Fund nor any of their officers,
trustees, agents or shareholders shall have any liability with respect to such
representations or warranties after the Closing Date. This provision shall not
protect any officer, trustee or agent of the Acquired Fund or the Acquiring
Fund, or of MSF or the American Century Parties against any liability to the
entity for which such Person serves in such capacity, or to its shareholders, to
which such Person would be subject by reason
27
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties in the conduct of such office.
11. OTHER MATTERS
a. OBLIGATIONS. Copies of the MSF Articles of Incorporation is on file with
the Secretary of State of the State of Maryland and copies of the Declaration of
Trust or Articles of Incorporation, as applicable, of each American Century
Party are on file with the Secretary of State of the State of Massachusetts or
Maryland, as applicable, and notice is hereby given that this instrument is
executed on behalf of the Directors of MSF on behalf of the Acquired Fund and on
behalf of the Trustees or Directors, as applicable, of the relevant American
Century Party on behalf of the Acquiring Fund, as trustees or directors, as
applicable, and not individually, and that the obligations of or arising out of
this instrument are not binding upon any of the trustees or directors, as
applicable, officers, employees, agents or shareholders of MSF or the American
Century Parties individually, but are binding solely upon the assets and
property of the Acquired Fund and the Acquiring Fund, respectively.
b. FURTHER ASSURANCES. Each party hereto covenants and agrees to provide
the other parties hereto and their agents and counsel with any and all
documentation, information, assistance and cooperation that may become necessary
from time to time with respect to the transactions contemplated by this
Agreement.
c. NOTICES. Any notice, report or other communication hereunder shall be in
writing and shall be given to the Person entitled thereto by hand delivery,
prepaid certified mail or overnight service, addressed to the Acquired Fund or
the Acquiring Fund, as applicable, at the address set forth below. If the notice
is sent by certified mail, it shall be deemed to have been given to the Person
entitled thereto upon receipt and if the notice is sent by overnight service, it
shall be deemed to have been given to the Person entitled thereto one (1)
business day after it was deposited with the courier service for delivery to
that Person. Notice of any change in any address listed below also shall be
given in the manner set forth above. Whenever the giving of notice is required,
the giving of such notice may be waived by the party entitled to receive such
notice.
If to the Acquired Fund, to: Xxxxx Street Funds, Inc.
000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000-0000
Attention: Xxxx Xxxxxxx, Vice President
Attention: Xxxxxxx X. Xxxxxxxxx,
Assistant Secretary
With a copy to: Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxx
28
If to the Acquiring Fund, to: American Century Companies, Inc.
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Attention: Xxxxxxx X. Xxxxxxxxxxx, Esq.
With a copy to: Shearman & Sterling LLP
000 Xxxxxxxxxxxx Xxx., XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. XxXxxxxx, Esq.
d. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties hereto with respect to the matters contemplated in this Agreement
and supersedes all previous agreements or understandings between the parties
related to such matters.
e. AMENDMENT. Except as set forth in Section 9(d) hereof, this Agreement
may be amended, modified, superseded, canceled, renewed or extended, and the
terms or covenants hereof may be waived, only by a written instrument executed
by all of the parties hereto or, in the case of a waiver, by the party waiving
compliance; PROVIDED that following the meeting of shareholders of the Acquired
Fund pursuant to Section 5(a) hereof, no such amendment may have the effect of
changing the provisions for determining the number of Corresponding Shares to be
issued to the Acquired Fund shareholders under this Agreement to the detriment
of such shareholders without their further approval. Except as otherwise
specifically provided in this Agreement, no waiver by either party hereto of any
breach by the other party hereto of any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of a similar or
dissimilar provision or condition at the same or at any prior or subsequent
time.
f. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York applicable to agreements made and to be performed in said
state, without giving effect to the principles of conflict of laws thereof.
g. ASSIGNMENT. This Agreement shall not be assigned by any of the parties
hereto, in whole or in part, whether by operation of law or otherwise, without
the prior written consent of the other party hereto. Any purported assignment
contrary to the terms hereof shall be null, void and of no effect. Nothing in
this Agreement expressed or implied is intended or shall be construed to confer
upon or give any person, firm, or corporation, other than the parties hereto and
their respective successors and assigns, any rights or remedies under or by
reason of this Agreement.
h. SEVERABILITY. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms and
provisions of this Agreement in any other jurisdiction.
29
i. EXPENSES. Northwestern Mutual and/or American Century Companies, Inc.
("AMERICAN CENTURY") or their affiliates will pay all expenses associated with
the Acquired Fund's and the Acquiring Fund's participation in the
Reorganization. Such expenses include (i) all expenses and professional fees of
the independent directors of the Acquired Fund and the Acquiring Fund in
connection with this Agreement, the Reorganization and the transactions
contemplated hereby and thereby, (ii) all expenses and professional fees of
outside legal counsel for Northwestern Mutual and American Century and their
respective affiliates in connection with this Agreement, the Reorganization and
the transactions contemplated hereby and thereby, (iii) all expenses associated
with any proxy solicitations or shareholders' meetings related to this
Agreement, the Reorganization or the transactions contemplated hereby and
thereby, (iv) all expenses and professional fees of outside accountants in
connection with this Agreement, the Reorganization and the transactions
contemplated hereby and thereby, (v) all fees and expenses payable to the
Internal Revenue Service in connection with the Private Letter Ruling request
referred to in Section 7(f) hereof and (vi) all expenses associated with the
termination or amendment of any transfer agency relationship of the Acquired
Fund or Acquiring Fund arising from this Agreement and the Reorganization
Agreement or the transactions contemplated hereby and thereby (including any
programming costs), other than any termination fee or penalty related to such
termination.
j. HEADINGS. Headings to sections in this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference
to the heading of any section.
k. 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 such counterparts together shall constitute but one
instrument.
SIGNATURES ON FOLLOWING PAGES.
30
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
ATTEST: XXXXX STREET FUNDS, INC.
On behalf of:
MSF SMALL CAP GROWTH FUND
MSF AGGRESSIVE GROWTH FUND
MSF SELECT BOND FUND
MSF HIGH YIELD BOND FUND
MSF INDEX 500 FUND
MSF LARGE CAP CORE FUND
MSF INTERNATIONAL EQUITY FUND
MSF ASSET ALLOCATION FUND
MSF GROWTH FUND
MSF MUNICIPAL BOND FUND
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxx
---------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxx
Secretary President
SIGNATURE PAGE: AGREEMENT AND PLAN OF REORGANIZATION
ATTEST: AMERICAN CENTURY MUTUAL FUNDS, INC.
On behalf of:
AC-MS SMALL CAP GROWTH FUND
AC-MS MID CAP GROWTH FUND
AC SELECT FUND
AMERICAN CENTURY INVESTMENT TRUST
On behalf of:
AC-MS SELECT BOND FUND
AC-MS HIGH-YIELD BOND FUND
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
On behalf of:
AC EQUITY INDEX FUND
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
On behalf of:
AC EQUITY GROWTH FUND
AMERICAN CENTURY WORLD MUTUAL FUNDS,INC.
On behalf of:
AC INTERNATIONAL VALUE FUND
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
On behalf of:
AC STRATEGIC ALLOCATION: MODERATE FUND
AMERICAN CENTURY MUNICIPAL TRUST
On behalf of:
AC LONG-TERM TAX-FREE FUND
By: /s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------------- ------------------------------------
Xxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxx
Assistant Secretary President
EXHIBIT A
CORRESPONDING SHARES
----------------------------------------- --------------------------------------
ACQUIRED FUND ACQUIRING FUND
----------------------------------------- --------------------------------------
MSF Small Cap Growth Fund AC-MS Small Cap Growth Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class A Shares
----------------------------------------- --------------------------------------
MSF Aggressive Growth Fund AC-MS Mid Cap Growth Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class A Shares
----------------------------------------- --------------------------------------
MSF Growth Fund AC Select Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class A Shares
----------------------------------------- --------------------------------------
MSF Select Bond Fund AC-MS Select Bond Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class A Shares
----------------------------------------- --------------------------------------
MSF High Yield Bond Fund AC-MS High-Yield Bond Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class A Shares
----------------------------------------- --------------------------------------
MSF Index 500 Fund AC Equity Index Fund
Class A Shares Investor Class Shares
Class B Shares Investor Class Shares
----------------------------------------- --------------------------------------
MSF Large Cap Core Fund AC Equity Growth Fund
Class A Shares Advisor Class Shares
Class B Shares Advisor Class Shares
----------------------------------------- --------------------------------------
MSF International Equity Fund AC International Value Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
----------------------------------------- --------------------------------------
MSF Asset Allocation Fund AC Strategic Allocation: Moderate Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class A Shares
----------------------------------------- --------------------------------------
MSF Municipal Bond Fund AC Long-Term Tax-Free Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
----------------------------------------- --------------------------------------
SCHEDULE 4(D)
ACQUIRING FUND AUDITED FINANCIAL STATEMENTS
------------------------ -------------------------- ----------------------------
FINANCIAL STATEMENTS
ACQUIRING FUND AS OF DATE AUDITOR
------------------------ -------------------------- ----------------------------
AC Equity Index Fund March 31, 2005 Deloitte & Touche LLP
------------------------ -------------------------- ----------------------------
AC Equity Growth Fund December 31, 2004 PricewaterhouseCoopers LLP
------------------------ -------------------------- ----------------------------
AC Strategic Allocation: November 30, 2004 Deloitte & Touche LLP
Moderate Fund
------------------------ -------------------------- ----------------------------
AC Select Fund October 31, 2004 Deloitte & Touche LLP
------------------------ -------------------------- ----------------------------
SCHEDULE 4(E)
ACQUIRING FUND SEMI-ANNUAL REPORTS
------------------------------------------ -------------------------------------
ACQUIRING FUND PERIOD OF SEMI-ANNUAL REPORT
------------------------------------------ -------------------------------------
AC Equity Index Fund March 31, 2005 through
September 30, 2005
------------------------------------------ -------------------------------------
AC Equity Growth Fund December 31, 2004 through
June 30, 2005
------------------------------------------ -------------------------------------
AC Strategic Allocation: Moderate November 30, 2004 through May
Fund 31, 2005
------------------------------------------ -------------------------------------
AC Select Fund October 31, 2004 through
April 30, 2005
------------------------------------------ -------------------------------------
SCHEDULE 4(N)
ACQUIRING FUND CAPITALIZATION
------------------------------------------ -------------------------------------
ACQUIRING FUND SHARES AUTHORIZED TO BE ISSUED
------------------------------------------ -------------------------------------
AC-MS Small Cap Growth Fund 155,000,000
------------------------------------------ -------------------------------------
AC-MS Mid Cap Growth Fund 155,000,000
------------------------------------------ -------------------------------------
AC Select Fund 465,000,000
------------------------------------------ -------------------------------------
AC-MS Select Bond Fund Unlimited
------------------------------------------ -------------------------------------
AC-MS High-Yield Bond Fund Unlimited
------------------------------------------ -------------------------------------
AC Equity Index Fund 750,000,000
------------------------------------------ -------------------------------------
AC Equity Growth Fund 420,000,000
------------------------------------------ -------------------------------------
AC International Value Fund 225,000,000
------------------------------------------ -------------------------------------
AC Strategic Allocation: Moderate 1,100,000,000
Fund
------------------------------------------ -------------------------------------
AC Long-Term Tax-Free Fund Unlimited
------------------------------------------ -------------------------------------
