EXHIBIT 99.4c
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this
"AMENDMENT") is made as of the 30th day of March 2006, 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, 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.
RECITALS
WHEREAS, MSF and each of the American Century Parties have heretofore
entered into that certain Agreement and Plan of Reorganization dated as of
December 14, 2005 (as amended by the First Amendment thereto dated January 23,
2006, the "REORGANIZATION AGREEMENT"), pursuant to which, INTER ALIA, the assets
of each Acquired Fund shall be acquired by its corresponding Acquiring Fund in
exchange for newly issued shares of such Acquiring Fund with a net asset value
equal to that of the assets of such Acquiring Fund; and
WHEREAS, MSF and each of the American Century Parties now desire to amend
the Reorganization Agreement in the respects, but only in the respects,
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual 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. AMENDMENTS.
(a) Section 2(b) of the Reorganization Agreement is hereby amended and
restated in its entirety as follows:
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 which consist of payables for securities purchased. For
avoidance of doubt, the Acquiring Fund shall not assume or agree to pay,
satisfy, discharge or perform any Acquired Fund Ordinary Course Liabilities
other than those consisting of payables for securities purchased (including
accrued fees and expenses and payables for share redemptions), 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.
(b) The Reorganization Agreement is hereby amended to add the following as
new Section 5(l):
l. PAYMENT OF UNASSUMED ACQUIRED FUND ORDINARY COURSE LIABILITIES. The
Acquired Fund will discharge all of its Acquired Fund Ordinary Course
Liabilities which have not been assumed by the Acquiring Fund under Section
2 hereof as such liabilities become due, and will on the Closing Date
establish cash reserves in the amount of such unassumed and outstanding
Acquired Fund Ordinary Course Liabilities. For the avoidance of doubt, such
cash reserves established for such purpose shall not be transferred or
conveyed to the Acquiring Fund under Section 2 hereof.
(c) Clauses (i) and (iii) of Section 7(e) of the Reorganization Agreement
are hereby amended in their entirety to read, respectively, as follows:
i. a certificate or certificates, in form and substance
reasonably satisfactory to the Acquired Fund, executed by the
President, a Vice President or the Secretary 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)
and (d) have been fulfilled;
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iii. an opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special 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.
(d) Sections 7(f)(A) and 8(g)(A) of the Reorganization Agreement are hereby
amended to insert the phrase "consisting of payables for securities purchased"
immediately following the term "Acquired Fund Ordinary Course Liabilities" in
each instance where it appears therein.
(e) Clause (i) of Section 8(e) of the Reorganization Agreement is hereby
amended in its entirety to read as follows:
i. a certificate or certificates, in form and substance
reasonably satisfactory to the Acquiring Fund, executed by the
President, a Vice President or the Secretary of MSF on behalf of the
Acquired Fund, dated as of the Closing Date, certifying that the
conditions specified in Sections 8(a), (b), (c) and (d) have been
fulfilled;
(f) Section 11(c) of the Reorganization Agreement is hereby amended to
delete the reference to Shearman & Sterling LLP and to substitute the following
therefor:
Xxxxxxx Xxxx & Xxxxxxxxx LLP
0000 X Xxxxxx X.X.
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. XxXxxxxx, Esq.
2. TERMINATION. Each Acquiring Fund agrees that the Acquired Funds will not
be terminated as separate series of MSF until such time as the Acquired Fund
Ordinary Course Liabilities which have not been assumed by the Acquiring Fund
under Section 2 of the Reorganization have been discharged.
3. REAFFIRMATION OF REORGANIZATION AGREEMENT. This Amendment shall be
construed in connection with and as part of the Reorganization Agreement, and
except as modified and expressly amended by this Amendment, all terms,
conditions and covenants contained in the Reorganization Agreement are hereby
ratified and shall be and remain in full force and effect.
4. DEFINED TERMS. Capitalized terms used herein shall have the respective
meanings ascribed thereto in the Reorganization Agreement unless herein defined
or the context shall otherwise require.
5. GOVERNING LAW. This Amendment 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
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applicable to agreements made and to be performed in said state, without giving
effect to the principles of conflict of laws thereof.
6. COUNTERPARTS. This Amendment 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.
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IN WITNESS WHEREOF, the parties have executed this Amendment 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/ Xxxxxxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxx
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Xxxxxxxxxxx X. Xxxxxxx Xxxx X. Xxxx
Assistant Secretary President
AMERICAN CENTURY SIGNATURES ON FOLLOWING PAGE.
SIGNATURE PAGE
SECOND AMENDMENT TO 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
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Xxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxx
Assistant Secretary President
