AGREEMENT AND PLAN OF REORGANIZATION
BY
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
TABLE OF CONTENTS
Preamble................................................................................1
1. Transfer of Assets of California Municipal Money Market.................................1
2. Liquidating Distribution and Termination of California Municipal Money Market...........2
3. Valuation Time..........................................................................3
4. Certain Representations, Warranties and Agreements of ACCTFMF...........................3
5. Certain Representations, Warranties and Agreements of ACCTFMF...........................6
6. Shareholder Action on Behalf of California Municipal Money Market.......................7
7. Registration Statement and Proxy Solicitation Materials.................................8
8. Effective Time of the Reorganization....................................................8
9. ACCTFMF Conditions.....................................................................10
10. ACCTFMF 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. ACCTFMF Liability......................................................................13
20. Notices................................................................................13
21. Expenses...............................................................................14
22. Entire Agreement.......................................................................14
23. Counterparts...........................................................................14
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION made as of April 15, 2002
by American Century California Tax-Free and Municipal Funds, a Massachusetts
business trust ("ACCTFMF").
WHEREAS, the parties desire that substantially all of the assets and
liabilities of the California Municipal Money Market portfolio of ACCTFMF
("California Municipal Money Market") be transferred to, and be acquired and
assumed by, the California Tax-Free Money Market portfolio of ACCTFMF
("California Tax-Free Money Market") in exchange for shares of California
Tax-Free Money Market which shall thereafter be distributed by ACCTFMF to the
holders of shares of California Municipal Money Market, all as described in this
Agreement (the "Reorganization");
WHEREAS, the parties intend that the transfer of assets, assumption of
liabilities and distribution of shares in California Municipal Money Market be
treated as a tax-free reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, the parties intend that in connection with the Reorganization,
California Municipal Money Market shall be terminated and de-registered as
described in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and subject to the terms and conditions hereof, and
intending to be legally bound hereby, ACCTFMF agrees as follows:
1. TRANSFER OF ASSETS OF CALIFORNIA MUNICIPAL MONEY MARKET.
1.1. At the Effective Time (as defined in Section 8), ACCTFMF shall
transfer and convey, on behalf of California Municipal Money
Market, all property of every description, and all interests,
rights, privileges and powers of California Municipal Money
Market (such assets, the "California Municipal Money Market
Assets"). Simultaneously, ACCTFMF shall, on behalf of
California Tax-Free Money Market, accept the California
Municipal Money Market Assets and assume all liabilities,
whether accrued, absolute, contingent or otherwise, of
California Municipal Money Market reflected in the calculation
of California Municipal Money Market's net asset value (the
"California Municipal Money Market Liabilities"). As a result,
at and after the Effective Time: (i) all assets of California
Municipal Money Market shall become and be the assets of
California Tax-Free Money Market; and (ii) all known
liabilities of California Municipal Money Market reflected as
such in the calculation of California Municipal Money Market's
net asset value shall attach to California Tax-Free Money
Market as aforesaid and may thenceforth be enforced against
California Tax-Free Money Market to the extent as if the same
had been incurred by it. Without limiting the generality of
the foregoing, the California Municipal Money Market Assets
shall include all property and assets of any nature
whatsoever, including without limitation, all cash, cash
equivalents, securities, other investments, claims and
receivables (including dividend and interest receivables)
owned by California Municipal Money Market, and any deferred
or prepaid expenses shown as an asset on California Municipal
Money Market's books at the Effective Time, and all good will,
other intangible property and books and records belonging to
California Municipal Money Market. Recourse by any person for
the California Municipal Money Market Liabilities assumed by
California Tax-Free Money Market shall, at and after the
Effective Time, be limited to California Tax-Free Money
Market.
1.2. In exchange for the transfer of the California Municipal Money
Market Assets and the assumption of the California Municipal
Money Market Liabilities, ACCTFMF shall simultaneously issue
at the Effective Time to California Municipal Money Market a
number of full and fractional shares (to the third decimal
place) of California Tax-Free Money Market, all determined and
adjusted as provided in this Agreement. The number of shares
of California Tax-Free Money Market so issued will have an
aggregate net asset value equal to the value of the California
Municipal Money Market Assets, less the California Municipal
Money Market Liabilities, that are represented by shares of
California Municipal Money Market, the holders of which shall
receive shares of California Tax-Free Money Market, all
determined and adjusted as provided in this Agreement.
1.3. The net asset values of shares of California Tax-Free Money
Market and of California Municipal Money Market shall be
determined as of the Valuation Time, as defined in Section 3.
1.4. The net asset value of shares of California Tax-Free Money
Market shall be computed in the manner set forth in California
Tax-Free Money Market's then-current prospectus under the
Securities Act of 1933, as amended (the "1933 Act"). The net
asset value of the California Municipal Money Market Assets to
be transferred by ACCTFMF shall be computed by ACCTFMF. In
determining the value of the securities transferred by
California Municipal Money Market to California Tax-Free Money
Market, each security shall be priced in accordance with the
policies and procedures of ACCTFMF as described in its
then-current prospectus and statement of additional
information and adopted by ACCTFMF's Board of Trustees. Price
quotations and the security characteristics relating to
establishing such quotations shall be determined by ACCTFMF.
2. LIQUIDATING DISTRIBUTION AND TERMINATION OF CALIFORNIA MUNICIPAL MONEY
MARKET.
Immediately after the Effective Time, California Municipal Money Market
shall distribute in the complete liquidation pro rata to the record
holders of its shares at the Effective Time the shares of California
Tax-Free Money Market to be received by the record holders of
California Municipal Money Market. ACCTFMF shall record on its books
the ownership of shares of California Tax-Free Money Market by the
record holders of shares of California Municipal Money Market. All of
the issued and outstanding shares of California Municipal Money Market
shall be redeemed and canceled on the books of ACCTFMF at the Effective
Time and shall thereafter represent only the right to receive the
shares of California Tax-Free Money Market, and California Municipal
Money Market's transfer books shall be closed permanently. As soon as
practicable after the Effective Time, ACCTFMF shall take all steps as
shall be necessary and proper to effect the dissolution of California
Municipal Money Market under federal and state law. After the Effective
Time, ACCTFMF shall not conduct any business with respect to California
Municipal Money Market except in connection with California Municipal
Money Market's liquidation and dissolution.
3. VALUATION TIME.
Subject to Section 1.4 hereof, the Valuation Time for the
Reorganization shall be on such date as may be agreed by the duly
authorized officers of ACCTFMF.
4. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACCTFMF.
ACCTFMF, on behalf of itself and California Municipal Money Market,
represents and warrants to, and agrees with the following:
4.1. ACCTFMF 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,
California Municipal Money Market is registered with the SEC
as an open-end management investment company under the 1940
Act and such registration is in full force and effect.
4.2. ACCTFMF 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 ACCTFMF, and represents ACCTFMF'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 ACCTFMF'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. California Municipal Money Market has elected to qualify and
has qualified as a "regulated investment company" under
Subtitle A, Chapter 1, Subchapter M, Part I of the Code, as of
and since its first taxable year; has been a regulated
investment company at all times since the end of its first
taxable year when it so qualified; and qualifies and shall
continue to qualify as a regulated investment company until
the Effective Time.
4.5. All federal, state, local and foreign income, profits,
franchise, sales, withholding, customs, transfer and other
taxes, including interest, additions to tax and penalties
(collectively, "Taxes") relating to the California Municipal
Money Market Assets or properly shown to be due on any return
filed by California Municipal Money Market with respect to
taxable periods ending on or prior to, and the portion of any
interim period up to, the date hereof have been fully and
timely paid or provided for; and there are no levies, liens,
or other encumbrances relating to Taxes existing, threatened
or pending with respect to the California Municipal Money
Market Assets.
4.6. The financial statements of California Municipal Money Market
for the fiscal year ended August 31, 2001, audited by
PricewaterhouseCoopers, LLP, independent auditors, copies of
which have been previously furnished to ACCTFMF, present
fairly the financial position of California Municipal Money
Market as of August 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, California Municipal Money Market
shall have declared a dividend or dividends, with a record
date and ex-dividend date prior to such Valuation Time, which,
together with all previous dividends, shall have the effect of
distributing to its shareholders all of its investment company
taxable income, if any, for the taxable periods or years ended
on or before California Municipal Money Market's most recent
fiscal year end, and for the period from said date to and
including the Effective Time (computed without regard to any
deduction for dividends paid), and all of its tax-exempt
income and net capital gain, if any, realized in taxable
periods or years ended on or before California Municipal Money
Market's fiscal year end and for the period from said date to
and including the Effective Time. Such dividends will be paid
to shareholders of California Municipal Money Market prior to
the Effective Date.
4.8. At both the Valuation Time and the Effective Time, there shall
be no known liabilities of California Municipal Money Market,
whether accrued, absolute, contingent or otherwise, not
reflected in the net asset value per share of its outstanding
shares.
4.9. There are no legal, administrative or other proceedings
pending or, to ACCTFMF's knowledge threatened, against ACCTFMF
or California Municipal Money Market which could result in
liability on the part of California Municipal Money Market.
4.10. Subject to the approval of shareholders, at both the Valuation
Time and the Effective Time, ACCTFMF shall have full right,
power and authority to assign, transfer and deliver the
California Municipal Money Market Assets and, upon delivery
and payment for the California Municipal Money Market Assets
as contemplated herein, California Tax-Free Money Market shall
acquire good and marketable title thereto, free and clear of
all liens and encumbrances, and subject to no restrictions on
the ownership or transfer thereof (except as imposed by
federal or state securities laws).
4.11. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by
ACCTFMF 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 ACCTFMF, the registration
statement filed by ACCTFMF on Form N-14 relating to the shares
of California Tax-Free Money Market that will be registered
with the SEC pursuant to this Agreement, which, without
limitation, shall include a proxy statement and prospectus of
ACCTFMF 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 ACCTFMF for use in
the N-14 Registration Statement.
4.13. All of the issued and outstanding shares of California
Municipal Money Market have been duly and validly issued, are
fully paid and non-assessable, and were offered for sale and
sold in conformity with all applicable federal and state
securities laws, and no shareholder of California Municipal
Money Market has any preemptive right of subscription or
purchase in respect of such shares.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACCTFMF.
ACCTFMF, on behalf of itself and California Tax-Free Money Market,
represents and warrants to, and agrees with the following:
5.1. ACCTFMF 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,
California Tax-Free Money Market is registered with the SEC as
an open-end management investment company under the 1940 Act
and such registration is in full force and effect.
5.2. ACCTFMF 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 ACCTFMF, and represents ACCTFMF'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 ACCTFMF'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. California Tax-Free Money Market has elected to qualify, and
has qualified, as a "regulated investment company" under
Subtitle A, Chapter 1, Subchapter M, Part I of the Code, as of
and since its first taxable year; and has been a regulated
investment company at all times since the end of its first
taxable year when it so qualified and intends to continue to
qualify as a regulated investment company.
5.5. The financial statements of California Tax-Free Money Market
for its fiscal year ended August 31, 2001, audited by
PricewaterhouseCoopers LLP, independent auditors, copies of
which have been previously furnished to ACCTFMF, present
fairly the financial position of California Tax-Free Money
Market as of August 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 California Tax-Free Money Market
whether accrued, absolute, contingent or otherwise, not
reflected in the net asset value per share of its shares to be
issued pursuant to this Agreement.
5.7. There are no legal, administrative or other proceedings
pending or, to its knowledge, threatened against ACCTFMF or
California Tax-Free Money Market that could result in
liability on the part of ACCTFMF or California Tax-Free Money
Market.
5.8. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by
ACCTFMF 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 ACCTFMF, 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
ACCTFMF for use in the N-14 Registration Statement.
5.10. The shares of California Tax-Free Money Market to be issued
and delivered to California Municipal Money Market for the
account of record holders of shares of California Municipal
Money Market pursuant to the terms hereof shall have been duly
authorized as of the Effective Time and, when so issued and
delivered, shall be registered under the 1933 Act, duly and
validly issued, fully paid and non-assessable, and no
shareholder of ACCTFMF shall have any preemptive right of
subscription or purchase in respect thereto.
6. SHAREHOLDER ACTION ON BEHALF OF CALIFORNIA MUNICIPAL MONEY MARKET.
6.1. As soon as practicable after the effective date of the N-14
Registration Statement, but in any event prior to the
Effective Time and as a condition to the Reorganization, the
Board of Directors of ACCTFMF shall call, and ACCTFMF shall
hold, a meeting of the shareholders of California Municipal
Money Market for the purpose of considering and voting upon:
6.1.1. Approval of this Agreement and the transactions contemplated
hereby, including, without limitation:
6.1.1.1. The transfer of the California Municipal
Money Market Assets to California Tax-Free
Money Market and the assumption by
California Tax-Free Money Market of the
California Municipal Money Market
Liabilities, in exchange for shares of
California Tax-Free Money Market, as
described in this Agreement; and
6.1.1.2. The liquidation of California Municipal
Money Market through the distribution to its
record holders of the shares of California
Tax-Free Money Market as described in this
Agreement; and
6.1.2. Such other matters as may be determined by
the Board of Directors or authorized
officers of the parties.
6.2. Approval of this Reorganization Agreement by the shareholders
of California Municipal Money Market shall constitute the
waiver of the application of any fundamental policy of
California Municipal Money Market that might be deemed to
prevent them from taking the actions necessary to effectuate
the Reorganization as described, and such policies, if any,
shall be deemed to have been amended accordingly.
7. REGISTRATION STATEMENT AND PROXY SOLICITATION MATERIALS.
The N-14 Registration Statement under the 1933 Act, including the
combined prospectus/proxy statement contained therein under the 1934
Act and 1940 Act proxy rules, shall be filed with the SEC as promptly
as practicable, ACCTFMF shall have furnished and shall continue to
furnish the information relating to California Municipal Money Market
and California Tax-Free Money Market that is required by the 1933 Act,
the 1934 Act, the 1940 Act, the rules and regulations under each of
those Acts and state securities laws, to be included in the N-14
Registration Statement.
8. EFFECTIVE TIME OF THE REORGANIZATION.
Delivery of the California Municipal Money Market Assets and the shares
of California Tax-Free Money Market to be issued pursuant to Section 1
and the liquidation of California Municipal Money Market pursuant to
Section 2 shall occur at the opening of business on the next business
day following the Valuation Time, or on such other date, and at such
place and time, as may be determined by the President or any Vice
President of ACCTFMF. The date and time at which such actions are taken
are referred to herein as the "Effective Time." To the extent any of
the California Municipal Money Market Assets are, for any reason, not
transferred at the Effective Time, ACCTFMF shall cause such California
Municipal Money Market Assets to be transferred in accordance with this
Agreement at the earliest practicable date thereafter.
9. ACCTFMF CONDITIONS.
The obligations of ACCTFMF hereunder with respect to California
Tax-Free Money Market shall be subject to the following conditions
precedent:
9.1. This Agreement and the transactions contemplated by this
Agreement shall have been approved by the shareholders of
California Municipal Money Market, in the manner required by
law.
9.2. ACCTFMF 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 ACCTFMF
and California Municipal Money Market in and to the California
Municipal Money Market Assets. The California Municipal Money
Market Assets shall be accompanied by all necessary state
stock transfer stamps or cash for the appropriate purchase
price therefor.
9.3. All representations and warranties made in this Agreement
shall be true and correct in all material respects as if made
at and as of the Valuation Time and the Effective Time. As of
the Valuation Time and the Effective Time, there shall have
been no material adverse change in the financial position of
California Municipal Money Market since August 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. ACCTFMF shall have received a tax opinion addressed to ACCTFMF
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 California
Municipal Money Market Assets hereunder, and the assumption by
California Tax-Free Money Market of the California Municipal
Money Market Liabilities, in exchange for shares of California
Tax-Free Money Market, and the distribution of said shares to
the shareholders of California Municipal Money Market, as
provided in this Agreement, will constitute a reorganization
within the meaning of Section 368 of the Code, and California
Municipal Money Market and California Tax-Free Money Market
will each be considered "a party to a reorganization" within
the meaning of Section 368(b) of the Code; (ii) no gain or
loss will be recognized by California Municipal Money Market
as a result of such transaction; (iii) no gain or loss will be
recognized by California Tax-Free Money Market as a result of
such transaction; (iv) no gain or loss will be recognized by
the shareholders of California Municipal Money Market on the
distribution to them by California Municipal Money Market of
shares of California Tax-Free Money Market in exchange for
their shares of California Municipal Money Market; (v) the
aggregate basis of California Tax-Free Money Market shares
received by each shareholder of California Municipal Money
Market will be the same as the aggregate basis of the
shareholder's California Municipal Money Market shares
immediately prior to the transaction; (vi) the basis of the
California Municipal Money Market Assets to California
Tax-Free Money Market will be the same as the basis of the
California Municipal Money Market Assets in the hands of
California Municipal Money Market immediately prior to the
exchange; (vii) a shareholder's holding period for California
Tax-Free Money Market shares will be determined by including
the period for which the shareholder held the shares of
California Municipal Money Market exchanged therefor, provided
that the shareholder held such shares of California Municipal
Money Market as a capital asset; and (viii) the holding period
of California Tax-Free Money Market with respect to the
California Municipal Money Market Assets will include the
period for which the California Municipal Money Market Assets
were held by California Municipal Money Market (except to the
extent that an activity or investment of California Tax-Free
Money Market has the effect of diminishing a holding period
with respect to an asset).
9.5. The SEC shall not have issued any unfavorable advisory report
under Section 25(b) of the 1940 Act nor instituted any
proceeding seeking to enjoin consummation of the transactions
contemplated by this Agreement under Section 25(c) of the 1940
Act.
9.6. The N-14 Registration Statement shall have become effective
under the 1933 Act and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge
of ACCTFMF, 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 ACCTFMF shall have
certified that ACCTFMF 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. ACCTFMF CONDITIONS.
The obligations of ACCTFMF hereunder with respect to California
Municipal Money Market shall be subject to the following conditions
precedent:
10.1. This Agreement and the transactions contemplated by this
Agreement shall have been approved by the shareholders of
California Municipal Money Market in the manner required by
law.
10.2. All representations and warranties of ACCTFMF 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 California Tax-Free Money Market since August 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. ACCTFMF shall have received a tax opinion, addressed to
ACCTFMF 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 ACCTFMF, 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. ACCTFMF shall not sell or otherwise dispose of any shares of
California Tax-Free Money Market to be received in the
transactions contemplated herein, except in distribution to
its shareholders as contemplated herein.
10.6. The SEC shall not have issued any unfavorable advisory report
under Section 25(b) of the 1940 Act nor instituted any
proceeding seeking to enjoin consummation of the transactions
contemplated by this Agreement under Section 25(c) of the 1940
Act.
10.7. The President or a Vice President of ACCTFMF shall have
certified that ACCTFMF 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.
ACCTFMF shall have at the Effective Time confirmations or other
adequate evidence as to the adjusted tax basis of the California
Municipal Money Market Assets then delivered to California Tax-Free
Money Market in accordance with the terms of this Agreement.
12. FURTHER ASSURANCES.
Subject to the terms and conditions herein provided, each of the
parties hereto shall use its best efforts to take, or cause to be
taken, such action, to execute and deliver, or cause to be executed and
delivered, such additional documents and instruments, and to do, or
cause to be done, all things necessary, proper or advisable under the
provisions of this Agreement and under applicable law to consummate and
make effective the transactions contemplated by this Agreement.
13. TERMINATION OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the parties set forth in this
Agreement shall terminate at the Effective Time.
14. TERMINATION OF AGREEMENT.
14.1. This Agreement may be terminated prior to the Effective Time
by the Board of Trustees of ACCTFMF, as provided below:
14.1.1. With respect to California Tax-Free Money Market, by ACCTFMF
if the conditions set forth in Section 9 are not satisfied as
specified in said Section;
14.1.2. With respect to California Municipal Money Market, by ACCTFMF
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 ACCTFMF with respect
to California Tax-Free Money Market pursuant to Section 14.1.1
as a result of a breach by ACCTFMF with respect to California
Municipal Money Market of any of its representations,
warranties or covenants in this Agreement, or such termination
is by ACCTFMF with respect to California Municipal Money
Market pursuant to Section 14.1.2 as a result of a breach by
ACCTFMF with respect to California Tax-Free Money Market of
any of its representations, warranties or covenants in this
Agreement, nothing herein shall affect the non-breaching
party's right to damages on account of such other party's
breach.
15. AMENDMENT AND WAIVER.
At any time prior to or (to the fullest extent permitted by law) after
approval of this Agreement by the shareholders of ACCTFMF, (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. ACCTFMF LIABILITY.
19.1. The name "American Century California Tax-Free and Municipal
Funds" and "Trustees of American Century California Tax-Free
and Municipal Funds" 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
ACCTFMF. The obligations of ACCTFMF 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 ACCTFMF personally, but bind only the trust
property, and all persons dealing with any portfolio of
ACCTFMF must look solely to the trust property belonging to
such portfolio for the enforcement of any claims against
ACCTFMF.
19.2. Both parties specifically acknowledge and agree that any
liability of ACCTFMF under this Agreement with respect to
California Tax-Free Money Market, or in connection with the
transactions contemplated herein with respect to California
Tax-Free Money Market, shall be discharged only out of the
assets of California Tax-Free Money Market and that no other
portfolio of ACCTFMF, if any, shall be liable with respect
thereto.
19.3. Both parties specifically acknowledge and agree that any
liability of ACCTFMF under this Agreement with respect to
California Municipal Money Market, or in connection with the
transactions contemplated herein with respect to California
Municipal Money Market, shall be discharged only out of the
assets of California Municipal Money Market and that no other
portfolio of ACCTFMF, 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 California Tax-Free and Municipal Funds:
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 CALIFORNIA
TAX-FREE AND MUNICIPAL FUNDS
By: /s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Vice President
ATTEST: /s/Xxxxxxxxx X. Xxxxxxxx
Xxxxxxxxx X. Xxxxxxxx
