AGREEMENT AND PLAN OF REORGANIZATION
BY
AMERICAN CENTURY GOVERNMENT INCOME TRUST
TABLE OF CONTENTS
Preamble...........................................................................1
1. Transfer of Assets of Treasury.....................................................1
2. Liquidating Distribution and Termination of Treasury...............................2
3. Valuation Time.....................................................................3
4. Certain Representations, Warranties and Agreements of ACGIT........................3
5. Certain Representations, Warranties and Agreements of ACGIT........................6
6. Shareholder Action on Behalf of Treasury...........................................7
7. Registration Statement and Proxy Solicitation Materials............................8
8. Effective Time of the Reorganization...............................................8
9. ACGIT Conditions..................................................................10
10. ACGIT 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. ACGIT 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 Government Income Trust, a Massachusetts business trust
("ACGIT").
WHEREAS, the parties desire that substantially all of the assets and
liabilities of the Treasury portfolio of ACGIT ("Treasury") be transferred to,
and be acquired and assumed by, the Government Bond portfolio of ACGIT
("Government Bond") in exchange for shares of Short- Term Government which shall
thereafter be distributed by ACGIT to the holders of shares of Treasury, 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 Treasury 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,
Treasury 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, ACGIT agrees as follows:
1. TRANSFER OF ASSETS OF TREASURY.
1.1. At the Effective Time (as defined in Section 8), ACGIT shall
transfer and convey, on behalf of Treasury, all property of
every description, and all interests, rights, privileges and
powers of Treasury (such assets, the "Treasury Assets").
Simultaneously, ACGIT shall, on behalf of Government Bond,
accept the Treasury Assets and assume all liabilities, whether
accrued, absolute, contingent or otherwise, of Treasury
reflected in the calculation of Treasury's net asset value
(the "Treasury Liabilities"). As a result, at and after the
Effective Time: (i) all assets of Treasury shall become and be
the assets of Government Bond; and (ii) all known liabilities
of Treasury reflected as such in the calculation of Treasury's
net asset value shall attach to Government Bond as aforesaid
and may thenceforth be enforced against Government Bond to the
extent as if the same had been incurred by it. Without
limiting the generality of the foregoing, the Treasury 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 Treasury, and any deferred or prepaid expenses shown
as an asset on Treasury's books at the Effective Time, and all
good will, other intangible property and books and records
belonging to Treasury. Recourse by any person for the Treasury
Liabilities assumed by Government Bond shall, at and after the
Effective Time, be limited to Government Bond.
1.2. In exchange for the transfer of the Treasury Assets and the
assumption of the Treasury Liabilities, ACGIT shall
simultaneously issue at the Effective Time to Treasury a
number of full and fractional shares (to the third decimal
place) of Government Bond, all determined and adjusted as
provided in this Agreement. The number of shares of Government
Bond so issued will have an aggregate net asset value equal to
the value of the Treasury Assets, less the Treasury
Liabilities, that are represented by shares of Treasury, the
holders of which shall receive shares of Government Bond, all
determined and adjusted as provided in this Agreement.
1.3. The net asset values of shares of Government Bond and of
Treasury shall be determined as of the Valuation Time, as
defined in Section 3.
1.4. The net asset value of shares of Government Bond shall be
computed in the manner set forth in Government Bond's
then-current prospectus under the Securities Act of 1933, as
amended (the "1933 Act"). The net asset value of the Treasury
Assets to be transferred by ACGIT shall be computed by ACGIT.
In determining the value of the securities transferred by
Treasury to Government Bond, each security shall be priced in
accordance with the policies and procedures of ACGIT as
described in its then-current prospectus and statement of
additional information and adopted by ACGIT's Board of
Trustees. Price quotations and the security characteristics
relating to establishing such quotations shall be determined
by ACGIT.
2. LIQUIDATING DISTRIBUTION AND TERMINATION OF TREASURY.
Immediately after the Effective Time, Treasury shall distribute in the
complete liquidation pro rata to the record holders of its shares at
the Effective Time the shares of Government Bond to be received by the
record holders of Treasury. ACGIT shall record on its books the
ownership of shares of Government Bond by the record holders of shares
of Treasury. All of the issued and outstanding shares of Treasury shall
be redeemed and canceled on the books of ACGIT at the Effective Time
and shall thereafter represent only the right to receive the shares of
Government Bond, and Treasury's transfer books shall be closed
permanently. As soon as practicable after the Effective Time, ACGIT
shall take all steps as shall be necessary and proper to effect the
dissolution of Treasury under federal and state law. After the
Effective Time, ACGIT shall not conduct any business with respect to
Treasury except in connection with Treasury'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 ACGIT.
4. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACGIT.
ACGIT, on behalf of itself and Treasury, represents and warrants to,
and agrees with the following:
4.1. ACGIT 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,
Treasury 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. ACGIT 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 ACGIT, and represents ACGIT'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 ACGIT'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. Treasury 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 Treasury Assets or
properly shown to be due on any return filed by Treasury 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 Treasury
Assets.
4.6. The financial statements of Treasury for the fiscal year ended
March 31, 2001, audited by PricewaterhouseCoopers, LLP,
independent auditors, copies of which have been previously
furnished to ACGIT, present fairly the financial position of
Treasury as of March 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, Treasury 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
Treasury'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
Treasury'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 Treasury prior to the Effective Date.
4.8. At both the Valuation Time and the Effective Time, there shall
be no known liabilities of Treasury, 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 ACGIT's knowledge threatened, against ACGIT or
Treasury which could result in liability on the part of
Treasury.
4.10. Subject to the approval of shareholders, at both the Valuation
Time and the Effective Time, ACGIT shall have full right,
power and authority to assign, transfer and deliver the
Treasury Assets and, upon delivery and payment for the
Treasury Assets as contemplated herein, Government 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
ACGIT 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 ACGIT, the registration
statement filed by ACGIT on Form N-14 relating to the shares
of Government Bond that will be registered with the SEC
pursuant to this Agreement, which, without limitation, shall
include a proxy statement and prospectus of ACGIT 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 ACGIT for use in
the N-14 Registration Statement.
4.13. All of the issued and outstanding shares of Treasury 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 Treasury has any preemptive right of
subscription or purchase in respect of such shares.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACGIT.
ACGIT, on behalf of itself and Government Bond, represents and warrants
to, and agrees with the following:
5.1. ACGIT 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,
Government 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. ACGIT 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 ACGIT, and represents ACGIT'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
ACGIT'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. Government 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 Government Bond for its fiscal
year ended March 31, 2001, audited by PricewaterhouseCoopers
LLP, independent auditors, copies of which have been
previously furnished to ACGIT, present fairly the financial
position of Government Bond as of March 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 Government 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 ACGIT or
Government Bond that could result in liability on the part of
ACGIT or Government Bond.
5.8. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by
ACGIT 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 ACGIT, 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
ACGIT for use in the N-14 Registration Statement.
5.10. The shares of Government Bond to be issued and delivered to
Treasury for the account of record holders of shares of
Treasury 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 ACGIT shall have any preemptive right of
subscription or purchase in respect thereto.
6. SHAREHOLDER ACTION ON BEHALF OF TREASURY.
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 ACGIT shall call, and ACGIT shall hold,
a meeting of the shareholders of Treasury 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 Treasury Assets to
Government Bond and the assumption by
Government Bond of the Treasury Liabilities,
in exchange for shares of Government Bond,
as described in this Agreement; and
6.1.1.2. The liquidation of Treasury through the
distribution to its record holders of the
shares of Government 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 Treasury shall constitute the waiver of the application of
any fundamental policy of Treasury 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, ACGIT shall have furnished and shall continue to
furnish the information relating to Treasury and Government 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 Treasury Assets and the shares of Government Bond to be
issued pursuant to Section 1 and the liquidation of Treasury 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 ACGIT. The date and time at which such actions are
taken are referred to herein as the "Effective Time." To the extent any
of the Treasury Assets are, for any reason, not transferred at the
Effective Time, ACGIT shall cause such Treasury Assets to be
transferred in accordance with this Agreement at the earliest
practicable date thereafter.
9. ACGIT CONDITIONS.
The obligations of ACGIT hereunder with respect to Government 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
Treasury, in the manner required by law.
9.2. ACGIT 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 ACGIT
and Treasury in and to the Treasury Assets. The Treasury
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
Treasury since March 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. ACGIT shall have received a tax opinion addressed to ACGIT 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 Treasury Assets hereunder,
and the assumption by Government Bond of the Treasury
Liabilities, in exchange for shares of Government Bond, and
the distribution of said shares to the shareholders of
Treasury, as provided in this Agreement, will constitute a
reorganization within the meaning of Section 368 of the Code,
and Treasury and Government 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
Treasury as a result of such transaction; (iii) no gain or
loss will be recognized by Government Bond as a result of such
transaction; (iv) no gain or loss will be recognized by the
shareholders of Treasury on the distribution to them by
Treasury of shares of Government Bond in exchange for their
shares of Treasury; (v) the aggregate basis of Government Bond
shares received by each shareholder of Treasury will be the
same as the aggregate basis of the shareholder's Treasury
shares immediately prior to the transaction; (vi) the basis of
the Treasury Assets to Government Bond will be the same as the
basis of the Treasury Assets in the hands of Treasury
immediately prior to the exchange; (vii) a shareholder's
holding period for Government Bond shares will be determined
by including the period for which the shareholder held the
shares of Treasury exchanged therefor, provided that the
shareholder held such shares of Treasury as a capital asset;
and (viii) the holding period of Government Bond with respect
to the Treasury Assets will include the period for which the
Treasury Assets were held by Treasury (except to the extent
that an activity or investment of Government 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 ACGIT, 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 ACGIT shall have
certified that ACGIT 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. ACGIT CONDITIONS.
The obligations of ACGIT hereunder with respect to Treasury 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
Treasury in the manner required by law.
10.2. All representations and warranties of ACGIT 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 Government Bond since March 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. ACGIT shall have received a tax opinion, addressed to ACGIT 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 ACGIT, 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. ACGIT shall not sell or otherwise dispose of any shares of
Government 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 ACGIT shall have
certified that ACGIT 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.
ACGIT shall have at the Effective Time confirmations or other adequate
evidence as to the adjusted tax basis of the Treasury Assets then
delivered to Government 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 ACGIT, as provided below:
14.1.1. With respect to Government Bond, by ACGIT if the
conditions set forth in Section 9 are not satisfied
as specified in said Section;
14.1.2. With respect to Treasury, by ACGIT 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 ACGIT with respect to
Government Bond pursuant to Section 14.1.1 as a result of a
breach by ACGIT with respect to Treasury of any of its
representations, warranties or covenants in this Agreement, or
such termination is by ACGIT with respect to Treasury pursuant
to Section 14.1.2 as a result of a breach by ACGIT with
respect to Government 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 ACGIT, (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. ACGIT LIABILITY.
19.1. The name "American Century Government Income Trust" and
"Trustees of American Century Government Income 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 9, 1998, 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 ACGIT. The
obligations of ACGIT 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 ACGIT personally, but bind only the trust
property, and all persons dealing with any portfolio of ACGIT
must look solely to the trust property belonging to such
portfolio for the enforcement of any claims against ACGIT.
19.2. Both parties specifically acknowledge and agree that any
liability of ACGIT under this Agreement with respect to
Government Bond, or in connection with the transactions
contemplated herein with respect to Government Bond, shall be
discharged only out of the assets of Government Bond and that
no other portfolio of ACGIT, if any, shall be liable with
respect thereto.
19.3. Both parties specifically acknowledge and agree that any
liability of ACGIT under this Agreement with respect to
Treasury, or in connection with the transactions contemplated
herein with respect to Treasury, shall be discharged only out
of the assets of Treasury and that no other portfolio of
ACGIT, 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 Government Income 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 GOVERNMENT
INCOME TRUST
By: /s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Vice President
ATTEST: /s/Xxxxxxxxx X. Xxxxxxxx
Xxxxxxxxx X. Xxxxxxxx
