AGREEMENT AND PLAN OF REORGANIZATION
BY
AMERICAN CENTURY MUNICIPAL TRUST
TABLE OF CONTENTS
Preamble.........................................................................1
1. Transfer of Assets of Limited-Term Tax-Free......................................1
2. Liquidating Distribution and Termination of Limited-Term Tax-Free................2
3. Valuation Time...................................................................3
4. Certain Representations, Warranties and Agreements of ACMT.......................3
5. Certain Representations, Warranties and Agreements of ACMT.......................6
6. Shareholder Action on Behalf of Limited-Term Tax-Free............................7
7. Registration Statement and Proxy Solicitation Materials..........................8
8. Effective Time of the Reorganization.............................................8
9. ACMT Conditions.................................................................10
10. ACMT Conditions.................................................................10
11. Tax Documents...................................................................11
12. Further Assurances..............................................................11
13. Termination of Representations and Warranties...................................12
14. Termination of Agreement........................................................12
15. Amendment and Waiver............................................................12
16. Governing Law...................................................................13
17. Successors and Assigns..........................................................13
18. Beneficiaries...................................................................13
19. ACMT Liability..................................................................13
20. Notices.........................................................................13
21. Expenses........................................................................14
22. Entire Agreement................................................................14
23. Counterparts....................................................................14
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION made as of ______________ , 2001
by American Century Municipal Trust, a Massachusetts business trust ("ACMT").
WHEREAS, the parties desire that substantially all of the assets and
liabilities of the Limited-Term Tax-Free portfolio of ACMT ("Limited-Term
Tax-Free") be transferred to, and be acquired and assumed by, the Tax-Free Bond
portfolio of ACMT ("Tax-Free Bond") in exchange for shares of Tax-Free Bond
which shall thereafter be distributed by ACMT to the holders of shares of
Limited-Term Tax-Free, all as described in this Agreement (the
"Reorganization");
WHEREAS, the parties intend that the transfer of assets, assumption of
liabilities and distribution of shares in Limited-Term Tax-Free be treated as a
tax-free reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"); and
WHEREAS, the parties intend that in connection with the Reorganization,
Limited-Term Tax-Free shall be terminated and de-registered as described in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and subject to the terms and conditions hereof, and
intending to be legally bound hereby, ACMT agrees as follows:
1. TRANSFER OF ASSETS OF LIMITED-TERM TAX-FREE.
1.1. At the Effective Time (as defined in Section 8), ACMT shall
transfer and convey, on behalf of Limited-Term Tax-Free, all
property of every description, and all interests, rights,
privileges and powers of Limited-Term Tax-Free (such assets,
the "Limited-Term Tax-Free Assets"). Simultaneously, ACMT
shall, on behalf of Tax-Free Bond, accept the Limited-Term
Tax-Free Assets and assume all liabilities, whether accrued,
absolute, contingent or otherwise, of Limited-Term Tax-Free
reflected in the calculation of Limited-Term Tax-Free's net
asset value (the "Limited-Term Tax-Free Liabilities"). As a
result, at and after the Effective Time: (i) all assets of
Limited-Term Tax-Free shall become and be the assets of
Tax-Free Bond; and (ii) all known liabilities of
Limited-Term Tax-Free reflected as such in the calculation
of Limited-Term Tax-Free's net asset value shall attach to
Tax-Free Bond as aforesaid and may thenceforth be enforced
against Tax-Free Bond to the extent as if the same had been
incurred by it. Without limiting the generality of the
foregoing, the Limited-Term Tax-Free Assets shall include
all property and assets of any nature whatsoever, including
without limitation, all cash, cash equivalents, securities,
other investments, claims and receivables (including
dividend and interest receivables) owned by Limited-Term
Tax-Free, and any deferred or prepaid expenses shown as an
asset on Limited-Term Tax-Free's books at the Effective
Time, and all good will, other intangible property and books
and records belonging to Limited-Term Tax-Free. Recourse by
any person for the Limited-Term Tax-Free Liabilities assumed
by Tax-Free Bond shall, at and after the Effective Time, be
limited to Tax-Free Bond.
1.2. In exchange for the transfer of the Limited-Term Tax-Free
Assets and the assumption of the Limited-Term Tax-Free
Liabilities, ACMT shall simultaneously issue at the
Effective Time to Limited-Term Tax-Free a number of full and
fractional shares (to the third decimal place) of Tax-Free
Bond, all determined and adjusted as provided in this
Agreement. The number of shares of Tax-Free Bond so issued
will have an aggregate net asset value equal to the value of
the Limited-Term Tax-Free Assets, less the Limited-Term
Tax-Free Liabilities, that are represented by shares of
Limited-Term Tax-Free, the holders of which shall receive
shares of Tax-Free Bond, all determined and adjusted as
provided in this Agreement.
1.3. The net asset values of shares of Tax-Free Bond and of
Limited-Term Tax-Free shall be determined as of the
Valuation Time, as defined in Section 3.
1.4. The net asset value of shares of Tax-Free Bond shall be
computed in the manner set forth in Tax-Free Bond's
then-current prospectus under the Securities Act of 1933, as
amended (the "1933 Act"). The net asset value of the
Limited-Term Tax-Free Assets to be transferred by ACMT shall
be computed by ACMT. In determining the value of the
securities transferred by Limited-Term Tax-Free to Tax-Free
Bond, each security shall be priced in accordance with the
policies and procedures of ACMT as described in its
then-current prospectus and statement of additional
information and adopted by ACMT's Board of Trustees. Price
quotations and the security characteristics relating to
establishing such quotations shall be determined by ACMT.
2. LIQUIDATING DISTRIBUTION AND TERMINATION OF LIMITED-TERM TAX-FREE
Immediately after the Effective Time, Limited-Term Tax-Free shall
distribute in the complete liquidation pro rata to the record holders
of its shares at the Effective Time the shares of Tax-Free Bond to be
received by the record holders of Limited-Term Tax-Free. ACMT shall
record on its books the ownership of shares of Tax-Free Bond by the
record holders of shares of Limited-Term Tax-Free. All of the issued
and outstanding shares of Limited-Term Tax-Free shall be redeemed and
canceled on the books of ACMT at the Effective Time and shall
thereafter represent only the right to receive the shares of Tax-Free
Bond, and Limited-Term Tax-Free's transfer books shall be closed
permanently. As soon as practicable after the Effective Time, ACMT
shall take all steps as shall be necessary and proper to effect the
dissolution of Limited-Term Tax-Free under federal and state law.
After the Effective Time, ACMT shall not conduct any business with
respect to Limited-Term Tax-Free except in connection with
Limited-Term Tax-Free's liquidation and dissolution.
3. VALUATION TIME.
Subject to Section 1.4 hereof, the Valuation Time for the
Reorganization shall be on such date as may be agreed by the duly
authorized officers of ACMT.
4. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACMT.
ACMT, on behalf of itself and Limited-Term Tax-Free, represents and
warrants to, and agrees with the following:
4.1. ACMT is a Massachusetts business trust duly created pursuant
to a Declaration of Trust for the purpose of acting as a
management investment company under the 1940 Act and is
validly existing under the laws of, and duly authorized to
transact business in, the Commonwealth of Massachusetts,
Limited-Term Tax-Free is registered with the SEC as an
open-end management investment company under the 1940 Act
and such registration is in full force and effect.
4.2. ACMT has power to own all of its properties and assets and,
subject to the approval of shareholders referred to herein,
to carry out and consummate the transactions contemplated
hereby, and has all necessary federal, state and local
authorizations to carry on its business as now being
conducted and to consummate the transactions contemplated by
this Agreement.
4.3. This Agreement has been duly authorized, executed and
delivered by ACMT, and represents ACMT's valid and binding
contract, enforceable in accordance with its terms, subject
as to enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and
to general principles of equity. The execution and delivery
of this Agreement does not and will not, and the
consummation of the transactions contemplated by this
Agreement will not, violate ACMT's Declaration of Trust,
By-laws, or any agreement or arrangement to which it is a
party or by which it is bound.
4.4. Limited-Term Tax-Free has elected to qualify and has
qualified as a "regulated investment company" under Subtitle
A, Chapter 1, Subchapter M, Part I of the Code, as of and
since its first taxable year; has been a regulated
investment company at all times since the end of its first
taxable year when it so qualified; and qualifies and shall
continue to qualify as a regulated investment company until
the Effective Time.
4.5. All federal, state, local and foreign income, profits,
franchise, sales, withholding, customs, transfer and other
taxes, including interest, additions to tax and penalties
(collectively, "Taxes") relating to the Limited-Term
Tax-Free Assets or properly shown to be due on any return
filed by Limited-Term Tax-Free with respect to taxable
periods ending on or prior to, and the portion of any
interim period up to, the date hereof have been fully and
timely paid or provided for; and there are no levies, liens,
or other encumbrances relating to Taxes existing, threatened
or pending with respect to the Limited-Term Tax-Free Assets.
4.6. The financial statements of Limited-Term Tax-Free for the
fiscal year ended May 31, 2001, audited by
PricewaterhouseCoopers, LLP, independent auditors, copies of
which have been previously furnished to ACMT, present fairly
the financial position of Limited-Term Tax-Free as of May
31, 2001 and the results of its operations for the year then
ending, in conformity with generally accepted accounting
principles.
4.7. Prior to the Valuation Time, Limited-Term Tax-Free shall
have declared a dividend or dividends, with a record date
and ex-dividend date prior to such Valuation Time, which,
together with all previous dividends, shall have the effect
of distributing to its shareholders all of its investment
company taxable income, if any, for the taxable periods or
years ended on or before Limited-Term Tax-Free's most recent
fiscal year end, and for the period from said date to and
including the Effective Time (computed without regard to any
deduction for dividends paid), and all of its tax-exempt
income and net capital gain, if any, realized in taxable
periods or years ended on or before Limited-Term Tax-Free's
fiscal year end and for the period from said date to and
including the Effective Time. Such dividends will be paid to
shareholders of Limited-Term Tax-Free prior to the Effective
Date.
4.8. At both the Valuation Time and the Effective Time, there
shall be no known liabilities of Limited-Term Tax-Free,
whether accrued, absolute, contingent or otherwise, not
reflected in the net asset value per share of its
outstanding shares.
4.9. There are no legal, administrative or other proceedings
pending or, to ACMT's knowledge threatened, against ACMT or
Limited-Term Tax-Free which could result in liability on the
part of Limited-Term Tax-Free.
4.10. Subject to the approval of shareholders, at both the
Valuation Time and the Effective Time, ACMT shall have full
right, power and authority to assign, transfer and deliver
the Limited-Term Tax-Free Assets and, upon delivery and
payment for the Limited-Term Tax-Free Assets as contemplated
herein, Tax-Free Bond shall acquire good and marketable
title thereto, free and clear of all liens and encumbrances,
and subject to no restrictions on the ownership or transfer
thereof (except as imposed by federal or state securities
laws).
4.11. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by
ACMT of the transactions contemplated by this Agreement,
except such as may be required under the 1933 Act, the
Securities Exchange Act of 1934, as amended (the "1934
Act"), the 1940 Act, the rules and regulations under those
Acts, and state securities laws.
4.12. Insofar as the following relate to ACMT, the registration
statement filed by ACMT on Form N-14 relating to the shares
of Tax-Free Bond that will be registered with the SEC
pursuant to this Agreement, which, without limitation, shall
include a proxy statement and prospectus of ACMT with
respect to the transactions contemplated by this Agreement,
and any supplement or amendment thereto or to the documents
contained or incorporated therein by reference (the "N-14
Registration Statement"), on the effective date of the N-14
Registration Statement, at the time of any shareholders'
meeting referred to herein and at the Effective Time: (i)
shall comply in all material respects with the provisions of
the 1933 Act, the 1934 Act and the 1940 Act, the rules and
regulations thereunder, and state securities laws, and (ii)
shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading;
provided, however, that the representations and warranties
in this subsection shall apply only to statements in or
omissions from the N-14 Registration Statement made in
reliance upon and in conformity with information furnished
by ACMT for use in the N-14 Registration Statement.
4.13. All of the issued and outstanding shares of Limited-Term
Tax-Free have been duly and validly issued, are fully paid
and non-assessable, and were offered for sale and sold in
conformity with all applicable federal and state securities
laws, and no shareholder of Limited-Term Tax-Free has any
preemptive right of subscription or purchase in respect of
such shares.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACMT.
ACMT, on behalf of itself and Tax-Free Bond, represents and warrants
to, and agrees with the following:
5.1. ACMT is a Massachusetts business trust duly created pursuant
to a Declaration of Trust for the purpose of acting as a
management investment company under the 1940 Act and is
validly existing under the laws of, and duly authorized to
transact business in, the Commonwealth of Massachusetts,
Tax-Free Bond is registered with the SEC as an open-end
management investment company under the 1940 Act and such
registration is in full force and effect.
5.2. ACMT has the power to own all of its properties and assets
and to carry out and consummate the transactions
contemplated herein, and has all necessary federal, state
and local authorizations to carry on its business as now
being conducted and to consummate the transactions
contemplated by this Agreement.
5.3. This Agreement has been duly authorized, executed and
delivered by ACMT, and represents ACMT's valid and binding
contract, enforceable in accordance with its terms, subject
as to enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and
to general principles of equity. The execution and delivery
of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement will not,
violate ACMT's Declaration of Trust or By-laws or any
agreement or arrangement to which it is a party or by which
it is bound.
5.4. Tax-Free Bond has elected to qualify, and has qualified, as
a "regulated investment company" under Subtitle A, Chapter
1, Subchapter M, Part I of the Code, as of and since its
first taxable year; and has been a regulated investment
company at all times since the end of its first taxable year
when it so qualified and intends to continue to qualify as a
regulated investment company.
5.5. The financial statements of Tax-Free Bond for its fiscal
year ended May 31, 2001, audited by PricewaterhouseCoopers
LLP, independent auditors, copies of which have been
previously furnished to ACMT, present fairly the financial
position of Tax-Free Bond as of May 31, 2001 and the results
of its operations for the year then ending, in conformity
with generally accepted accounting principles.
5.6. At both the Valuation Time and the Effective Time, there
shall be no known liabilities of Tax-Free Bond whether
accrued, absolute, contingent or otherwise, not reflected in
the net asset value per share of its shares to be issued
pursuant to this Agreement.
5.7. There are no legal, administrative or other proceedings
pending or, to its knowledge, threatened against ACMT or
Tax-Free Bond that could result in liability on the part of
ACMT or Tax-Free Bond.
5.8. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by
ACMT of the transactions contemplated by this Agreement,
except such as may be required under the 1933 Act, the 1934
Act, the 1940 Act, the rules and regulations under those
Acts, and state securities laws.
5.9. Insofar as the following relate to ACMT, the N-14
Registration Statement on its effective date, at the time of
any shareholders' meetings referred to herein and at the
Effective Time: (i) shall comply in all material respects
with the provisions of the 1933 Act, the 1934 Act and the
1940 Act, the rules and regulations thereunder, and state
securities laws, and (ii) shall not contain any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that
the representations and warranties in this subsection shall
apply only to statements in or omissions from the N-14
Registration Statement made in reliance upon and in
conformity with information furnished by ACMT for use in the
N-14 Registration Statement.
5.10. The shares of Tax-Free Bond to be issued and delivered to
Limited-Term Tax-Free for the account of record holders of
shares of Limited-Term Tax-Free pursuant to the terms hereof
shall have been duly authorized as of the Effective Time
and, when so issued and delivered, shall be registered under
the 1933 Act, duly and validly issued, fully paid and
non-assessable, and no shareholder of ACMT shall have any
preemptive right of subscription or purchase in respect
thereto.
6. SHAREHOLDER ACTION ON BEHALF OF LIMITED-TERM TAX-FREE.
6.1. As soon as practicable after the effective date of the N-14
Registration Statement, but in any event prior to the
Effective Time and as a condition to the Reorganization, the
Board of Directors of ACMT shall call, and ACMT shall hold,
a meeting of the shareholders of Limited-Term Tax-Free for
the purpose of considering and voting upon:
6.1.1. Approval of this Agreement and the transactions
contemplated hereby, including, without
limitation:
6.1.1.1. The transfer of the Limited-Term
Tax-Free Assets to Tax-Free Bond and the
assumption by Tax-Free Bond of the
Limited-Term Tax-Free Liabilities, in
exchange for shares of Tax-Free Bond, as
described in this Agreement; and
6.1.1.2. The liquidation of Limited-Term Tax-Free
through the distribution to its record
holders of the shares of Tax-Free Bond
as described in this Agreement; and
6.1.2. Such other matters as may be determined by the
Board of Directors or authorized officers of the
parties.
6.2. Approval of this Reorganization Agreement by the
shareholders of Limited-Term Tax-Free shall constitute the
waiver of the application of any fundamental policy of
Limited-Term Tax-Free that might be deemed to prevent them
from taking the actions necessary to effectuate the
Reorganization as described, and such policies, if any,
shall be deemed to have been amended accordingly.
7. REGISTRATION STATEMENT AND PROXY SOLICITATION MATERIALS.
The N-14 Registration Statement under the 1933 Act, including the
combined prospectus/proxy statement contained therein under the 1934
Act and 1940 Act proxy rules, shall be filed with the SEC as promptly
as practicable, ACMT shall have furnished and shall continue to
furnish the information relating to Limited-Term Tax-Free and Tax-Free
Bond that is required by the 1933 Act, the 1934 Act, the 1940 Act, the
rules and regulations under each of those Acts and state securities
laws, to be included in the N-14 Registration Statement.
8. EFFECTIVE TIME OF THE REORGANIZATION.
Delivery of the Limited-Term Tax-Free Assets and the shares of
Tax-Free Bond to be issued pursuant to Section 1 and the liquidation
of Limited-Term Tax-Free pursuant to Section 2 shall occur at the
opening of business on the next business day following the Valuation
Time, or on such other date, and at such place and time, as may be
determined by the President or any Vice President of ACMT. The date
and time at which such actions are taken are referred to herein as the
"Effective Time." To the extent any of the Limited-Term Tax-Free
Assets are, for any reason, not transferred at the Effective Time,
ACMT shall cause such Limited-Term Tax-Free Assets to be transferred
in accordance with this Agreement at the earliest practicable date
thereafter.
9. ACMT CONDITIONS.
The obligations of ACMT hereunder with respect to Tax-Free Bond shall
be subject to the following conditions precedent:
9.1. This Agreement and the transactions contemplated by this
Agreement shall have been approved by the shareholders of
Limited-Term Tax-Free, in the manner required by law.
9.2. ACMT shall have duly executed and delivered such bills of
sale, assignments, certificates and other instruments of
transfer ("Transfer Documents") as may be necessary or
desirable to transfer all right, title and interest of ACMT
and Limited-Term Tax-Free in and to the Limited-Term
Tax-Free Assets. The Limited-Term Tax-Free Assets shall be
accompanied by all necessary state stock transfer stamps or
cash for the appropriate purchase price therefor.
9.3. All representations and warranties made in this Agreement
shall be true and correct in all material respects as if
made at and as of the Valuation Time and the Effective Time.
As of the Valuation Time and the Effective Time, there shall
have been no material adverse change in the financial
position of Limited-Term Tax-Free since May 31, 2001, other
than those changes incurred in the ordinary course of
business as an investment company. No action, suit or other
proceeding shall be threatened or pending before any court
or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection
with, this Agreement or the transactions contemplated
herein.
9.4. ACMT shall have received a tax opinion addressed to ACMT in
a form reasonably satisfactory to it and dated the Effective
Time, substantially to the effect that for federal income
tax purposes: (i) the transfer of the Limited-Term Tax-Free
Assets hereunder, and the assumption by Tax-Free Bond of the
Limited-Term Tax-Free Liabilities, in exchange for shares of
Tax-Free Bond, and the distribution of said shares to the
shareholders of Limited-Term Tax-Free, as provided in this
Agreement, will constitute a reorganization within the
meaning of Section 368 of the Code, and Limited-Term
Tax-Free and Tax-Free Bond will each be considered "a party
to a reorganization" within the meaning of Section 368(b) of
the Code; (ii) no gain or loss will be recognized by
Limited-Term Tax-Free as a result of such transaction; (iii)
no gain or loss will be recognized by Tax-Free Bond as a
result of such transaction; (iv) no gain or loss will be
recognized by the shareholders of Limited-Term Tax-Free on
the distribution to them by Limited-Term Tax-Free of shares
of Tax-Free Bond in exchange for their shares of
Limited-Term Tax-Free; (v) the aggregate basis of Tax-Free
Bond shares received by each shareholder of Limited-Term
Tax-Free will be the same as the aggregate basis of the
shareholder's Limited-Term Tax-Free shares immediately prior
to the transaction; (vi) the basis of the Limited-Term
Tax-Free Assets to Tax-Free Bond will be the same as the
basis of the Limited-Term Tax-Free Assets in the hands of
Limited-Term Tax-Free immediately prior to the exchange;
(vii) a shareholder's holding period for Tax-Free Bond
shares will be determined by including the period for which
the shareholder held the shares of Limited-Term Tax-Free
exchanged therefor, provided that the shareholder held such
shares of Limited-Term Tax-Free as a capital asset; and
(viii) the holding period of Tax-Free Bond with respect to
the Limited-Term Tax-Free Assets will include the period for
which the Limited-Term Tax-Free Assets were held by
Limited-Term Tax-Free (except to the extent that an activity
or investment of Tax-Free Bond has the effect of diminishing
a holding period with respect to an asset).
9.5. The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted
any proceeding seeking to enjoin consummation of the
transactions contemplated by this Agreement under Section
25(c) of the 1940 Act.
9.6. The N-14 Registration Statement shall have become effective
under the 1933 Act and no stop order suspending such
effectiveness shall have been instituted or, to the
knowledge of ACMT, contemplated by the SEC, and the parties
shall have received all permits and other authorizations
necessary under state securities laws to consummate the
transactions contemplated by this Agreement.
9.7. The President or a Vice President of ACMT shall have
certified that ACMT has performed and complied in all
material respects with each of its agreements and covenants
required by this Agreement to be performed or complied with
by it prior to or at the Valuation Time and the Effective
Time.
10. ACMT CONDITIONS.
The obligations of ACMT hereunder with respect to Limited-Term
Tax-Free shall be subject to the following conditions precedent:
10.1. This Agreement and the transactions contemplated by this
Agreement shall have been approved by the shareholders of
Limited-Term Tax-Free in the manner required by law.
10.2. All representations and warranties of ACMT made in this
Agreement shall be true and correct in all material respects
as if made at and as of the Valuation Time and the Effective
Time. As of the Valuation Time and the Effective Time, there
shall have been no material adverse change in the financial
condition of Tax-Free Bond since May 31, 2001, other than
those changes incurred in the ordinary course of business as
an investment company. No action, suit or other proceeding
shall be threatened or pending before any court or
governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection
with, this Agreement or the transactions contemplated
herein.
10.3. ACMT shall have received a tax opinion, addressed to ACMT in
a form reasonably satisfactory to it and dated the Effective
Time, with respect to the matters specified in Section 9.4.
10.4. The N-14 Registration Statement shall have become effective
under the 1933 Act and no stop order suspending such
effectiveness shall have been instituted, or to the
knowledge of ACMT, contemplated by the SEC, and the parties
shall have received all permits and other authorizations
necessary under state securities laws to consummate the
transactions contemplated by this Agreement.
10.5. ACMT shall not sell or otherwise dispose of any shares of
Tax-Free Bond to be received in the transactions
contemplated herein, except in distribution to its
shareholders as contemplated herein.
10.6. The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted
any proceeding seeking to enjoin consummation of the
transactions contemplated by this Agreement under Section
25(c) of the 1940 Act.
10.7. The President or a Vice President of ACMT shall have
certified that ACMT has performed and complied in all
material respects with each of its agreements and covenants
required by this Agreement to be performed or complied with
by it prior to or at the Valuation Time and the Effective
Time.
11. TAX DOCUMENTS.
ACMT shall have at the Effective Time confirmations or other adequate
evidence as to the adjusted tax basis of the Limited-Term Tax-Free
Assets then delivered to Tax-Free Bond in accordance with the terms of
this Agreement.
12. FURTHER ASSURANCES.
Subject to the terms and conditions herein provided, each of the
parties hereto shall use its best efforts to take, or cause to be
taken, such action, to execute and deliver, or cause to be executed
and delivered, such additional documents and instruments, and to do,
or cause to be done, all things necessary, proper or advisable under
the provisions of this Agreement and under applicable law to
consummate and make effective the transactions contemplated by this
Agreement.
13. TERMINATION OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the parties set forth in this
Agreement shall terminate at the Effective Time.
14. TERMINATION OF AGREEMENT.
14.1. This Agreement may be terminated prior to the Effective Time
by the Board of Trustees of ACMT, as provided below:
14.1.1. With respect to Tax-Free Bond, by ACMT if the
conditions set forth in Section 9 are not
satisfied as specified in said Section;
14.1.2. With respect to Limited-Term Tax-Free, by ACMT if
the conditions set forth in Section 10 are not
satisfied as specified in said Section;
14.1.3. By the mutual consent of the parties.
14.2. If a party terminates this Agreement because one or more of
its conditions precedent have not been fulfilled, or if this
Agreement is terminated by mutual consent, this Agreement
will become null and void without any liability of either
party or any of their investment portfolios to the other;
provided, however, that if such termination is by ACMT with
respect to Tax-Free Bond pursuant to Section 14.1.1 as a
result of a breach by ACMT with respect to Limited-Term
Tax-Free of any of its representations, warranties or
covenants in this Agreement, or such termination is by ACMT
with respect to Limited-Term Tax-Free pursuant to Section
14.1.2 as a result of a breach by ACMT with respect to
Tax-Free Bond of any of its representations, warranties or
covenants in this Agreement, nothing herein shall affect the
non-breaching party's right to damages on account of such
other party's breach.
15. AMENDMENT AND WAIVER.
At any time prior to or (to the fullest extent permitted by law) after
approval of this Agreement by the shareholders of ACMT, (a) the
parties hereto may, by written agreement authorized by their Board of
Trustees, or their respective Presidents or any Vice Presidents, and
with or without the approval of their shareholders, amend any of the
provisions of this Agreement, and (b) either party may waive any
breach by the other party or the failure to satisfy any of the
conditions to its obligations (such waiver to be in writing and
executed by the President or Vice President of the waiving party with
or without the approval of such party's shareholders).
16. GOVERNING LAW.
This Agreement and the transactions contemplated hereby shall be
governed, construed and enforced in accordance with the laws of
Massachusetts without giving effect to the conflicts of law principles
otherwise applicable therein.
17. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon the respective successors and
permitted assigns of the parties hereto. This Agreement and the
rights, obligations and liabilities hereunder may not be assigned by
either party without the consent of the other party.
18. BENEFICIARIES.
Nothing contained in this Agreement shall be deemed to create rights
in persons not parties hereto, other than the successors and permitted
assigns of the parties.
19. ACMT LIABILITY.
19.1. The name "American Century Municipal Trust" and "Trustees of
American Century Municipal Trust" refer respectively to the
trust created and the trustees, as trustees but not
individually or personally, acting from time to time under
an Amended and Restated Agreement and Declaration of Trust
dated as of March 1, 1999, as amended, which is hereby
referred to and copies of which are on file at the office of
the State Secretary of the Commonwealth of Massachusetts and
at the principal office of ACMT. The obligations of ACMT
entered into in the name or on behalf thereof by any of its
trustees, representatives or agents are made not
individually, but in such capacities, and are not binding
upon any of the trustees, shareholders or representatives of
ACMT personally, but bind only the trust property, and all
persons dealing with any portfolio of ACMT must look solely
to the trust property belonging to such portfolio for the
enforcement of any claims against ACMT.
19.2. Both parties specifically acknowledge and agree that any
liability of ACMT under this Agreement with respect to
Tax-Free Bond, or in connection with the transactions
contemplated herein with respect to Tax-Free Bond, shall be
discharged only out of the assets of Tax-Free Bond and that
no other portfolio of ACMT, if any, shall be liable with
respect thereto.
19.3. Both parties specifically acknowledge and agree that any
liability of ACMT under this Agreement with respect to
Limited-Term Tax-Free, or in connection with the
transactions contemplated herein with respect to
Limited-Term Tax-Free, shall be discharged only out of the
assets of Limited-Term Tax-Free and that no other portfolio
of ACMT, if any, shall be liable with respect thereto.
20. NOTICES.
All notices required or permitted herein shall be in writing and shall
be deemed to be properly given when delivered personally or by
telecopier to the party entitled to receive the notice or when sent by
certified or registered mail, postage prepaid, or delivered to a
nationally recognized overnight courier service, in each case properly
addressed to the party entitled to receive such notice at the address
or telecopier number stated below or to such other address or
telecopier number as may hereafter be furnished in writing by notice
similarly given by one party to the other party hereto:
If to American Century Municipal Trust:
Xxxxxxx X. Xxxxxxxxxxx
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
21. EXPENSES.
Expenses incurred in connection with the Reorganization are the sole
responsibility of and will be borne by American Century Investment
Management, Inc. or one or more of its affiliates.
22. ENTIRE AGREEMENT.
This Agreement embodies the entire agreement and understanding of the
parties hereto and supersedes any and all prior agreements,
arrangements and understandings relating to matters provided for
herein.
23. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers designated below as of the date
first written.
AMERICAN CENTURY MUNICIPAL TRUST
By: /s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Vice President
ATTEST: /s/Xxxxxxxxx X. Xxxxxxxx
Xxxxxxxxx X. Xxxxxxxx
