AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
AMERICAN CENTURY MUNICIPAL TRUST
TABLE OF CONTENTS
1. Transfer of Assets of Long-Term Tax-Free..............................1
2. Liquidating Distribution and Termination of Long-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 Long-Term Tax-Free....................7
7. Registration Statement and Proxy Solicitation Materials...............8
8. Effective Time of the Reorganization..................................8
9. ACMT's Conditions.....................................................9
10. ACMT's 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. ACMT Liability.......................................................13
21. Notices..............................................................14
22. Expenses.............................................................14
23. Entire Agreement.....................................................14
24. 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 ACMT desires that substantially all of the assets and
liabilities of the Long-Term Tax-Free portfolio of ACMT ("Long-Term Tax-Free")
to 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
Long-Term Tax-Free, all as described in this Agreement (the "Reorganization");
WHEREAS, the ACMT intends that the transfer of assets, assumption of
liabilities and distribution of shares in Long-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 ACMT intends that in connection with the Reorganization,
Long-Term Tax-Free shall be terminated and de-registered as described in this
Agreement.
NOW, THEREFORE, in consideration of the 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 LONG-TERM TAX-FREE.
1.1. At the Effective Time (as defined in Section 8), ACMT shall
transfer and convey, on behalf of Tax-Free Bond, all property
of every description, and all interests, rights, privileges
and powers of Long-Term Tax-Free (such assets, the "Long-Term
Tax-Free Assets"). Simultaneously, ACMT shall, on behalf of
Tax-Free Bond, accept the Long-Term Tax-Free Assets and assume
all liabilities, whether accrued, absolute, contingent or
otherwise, of Long-Term Tax-Free reflected in the calculation
of Long-Term Tax-Free's net asset value (the "Long-Term
Tax-Free Liabilities"). As a result, at and after the
Effective Time: (i) all assets of Long-Term Tax-Free shall
become and be the assets of Tax-Free Bond, and (ii) all known
liabilities of Long-Term Tax-Free reflected as such in the
calculation of Long-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 Long-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 Long-Term Tax-Free, and any
deferred or prepaid expenses shown as an asset on Long-Term
Tax-Free's books at the Effective Time, and all good will,
other intangible property and books and records belonging to
Long-Term Tax-Free. Recourse by any person for the Long-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 Long-Term Tax-Free Assets
and the assumption of the Long-Term Tax-Free Liabilities, ACMT
shall simultaneously issue at the Effective Time to Long-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 Long-Term Tax-Free Assets, less the
Long-Term Tax-Free Liabilities, that are represented by shares
of Long-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
Long-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 Long-Term
Tax-Free Assets to be transferred by ACMT shall be computed by
ACMT and shall be subject to adjustment by the amount, if any,
agreed to by ACMT. In determining the value of the securities
transferred by Long-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, which are and shall be consistent with the
policies now in effect for ACMT. Price quotations and the
security characteristics relating to establishing such
quotations shall be determined by ACMT.
2. LIQUIDATING DISTRIBUTION AND TERMINATION OF LONG-TERM TAX-FREE.
Immediately after the Effective Time, Long-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 Long-Term Tax-Free. ACMT shall record
on its books the ownership of shares of Tax-Free Bond by the record
holders of shares of Long-Term Tax-Free. All of the issued and
outstanding shares of Long-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
Long-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 Long-Term
Tax-Free under federal and state law. After the Effective Time, ACMT
shall not conduct any business with respect to Long-Term Tax-Free
except in connection with Long-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 - LONG-TERM
TAX-FREE.
ACMT, on behalf of itself and Long-Term Tax-Free, represents and
warrants to, and agrees with, the following:
4.1. ACMT is a Massachusetts business trust duly created pursuant
to its Amended and Restated Agreement and 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. Long-Term Tax-Free is registered with the
Securities and Exchange Commission (the "SEC") as an open-end
management investment company under the Investment Company Act
of 1940, as amended (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 Amended and Restated Agreement and Declaration
of Trust, By-laws, or any agreement or arrangement to which it
is a party or by which it is bound.
4.4. Long-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 Long-Term Tax-Free
Assets or properly shown to be due on any return filed by
Limited-Term Bond 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
Long-Term Tax-Free Assets.
4.6. The financial statements of Long-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 Long-Term Tax-Free as of May 31, 2000 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, Long-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 Long-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 net capital gain, if any,
realized in taxable periods or years ended on or before
Long-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 Long-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 Long-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
Long-Term Tax-Free which could result in liability on the part
of Long-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 Long-Term
Tax-Free Assets and, upon delivery and payment for the
Long-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 of ACMT and the 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 Long-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 Long-Term Tax-Free has any
preemptive right of subscription or purchase in respect of
such shares.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACMT - TAX-FREE
BOND.
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 an Agreement and 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 did not, and the consummation of the
transactions contemplated by this Agreement will not, violate
ACMT's Agreement and 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
Long-Term Tax-Free for the account of record holders of shares
of Long-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 LONG-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 Trustees of ACMT shall call, and ACMT shall hold, a
meeting of the shareholders of Long-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 Long-Term Tax-Free
Assets to Tax-Free Bond and the assumption
by Tax-Free Bond of the Long-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 Long-Term Tax-Free
through the distribution to its record
holders of shares 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 Trustees or authorized officers of the parties.
6.2. Approval of this Reorganization Agreement by the shareholders
of Long-Term Tax-Free shall constitute the waiver of the
application of any fundamental policy of Long-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 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 Long-Term Tax-Free Assets and the shares of Tax-Free
Bond to be issued pursuant to Section 1 and the liquidation of
Long-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 Long-Term Tax-Free Assets are, for any reason,
not transferred at the Effective Time, ACMT shall cause such Long-Term
Tax-Free Assets to be transferred in accordance with this Agreement at
the earliest practicable date thereafter.
9. ACMT CONDITIONS - TAX-FREE BOND.
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
Long-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 Long-Term Tax-Free in and to the Long-Term Tax-Free
Assets. The Long-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
Long-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 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 Long-Term Tax-Free Assets hereunder, and the
assumption by Tax-Free Bond of the Long-Term Tax-Free
Liabilities, in exchange for shares of Tax-Free Bond, and the
distribution of said shares to the shareholders of Long-Term
Tax-Free, as provided in this Agreement, will constitute a
reorganization within the meaning of Section 368 of the Code,
and Long-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 Long-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 Long-Term
Tax-Free on the distribution to them by Long-Term Tax-Free of
shares of Tax-Free Bond in exchange for their shares of
Long-Term Tax-Free; (v) the aggregate basis of Tax-Free Bond
shares received by each shareholder of Long-Term Tax-Free will
be the same as the aggregate basis of the shareholder's
Long-Term Tax-Free shares immediately prior to the
transaction; (vi) the basis of the Long-Term Tax-Free Assets
to Tax-Free Bond will be the same as the basis of the
Long-Term Tax-Free Assets in the hands of Long-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 Long-Term Tax-Free exchanged therefor, provided that the
shareholder held such shares of Long-Term Tax-Free as a
capital asset; and (viii) the holding period of Tax-Free Bond
with respect to the Long-Term Tax-Free Assets will include the
period for which the Long-Term Tax-Free Assets were held by
Long-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 ACMT 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'S CONDITIONS - LONG-TERM TAX-FREE.
The obligations of ACMT hereunder with respect to Long-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
Long-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 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 received at the Effective Time confirmations or other
adequate evidence as to the adjusted tax basis of the Long-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, ACMT 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 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. By ACMT if the conditions set forth in Section 9 are
not satisfied in said Section;
14.1.2. By ACMT if the conditions set forth in Section 10 are
not satisfied as specified in said Section;
14.2. If a ACMT terminates this Agreement because one or more of the
conditions precedent have not been fulfilled, this Agreement
will become null and void without any liability of ACMT or any
of its investment portfolios.
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) ACMT may,
by written agreement authorized by its Board of Trustees or its
President or any Vice President, and with or without the approval of
its shareholders, amend any of the provisions of this Agreement, and
(b) ACMT may waive any breach 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 with or without the
approval of its 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.
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 ACMT.
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 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 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. ACMT specifically acknowledges and agrees 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 ACMT specifically acknowledges and agrees that any liability
of ACMT under this Agreement with respect to Long-Term
Tax-Free or in connection with the transactions contemplated
herein with respect to Long-Term Tax-Free, shall be discharged
only out of the Long-Term Tax- Free Assets and that no other
portfolio of ACMT 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:
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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 ACMT
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, ACMT has caused this instrument to be executed by
its duly authorized officers designated below as of the date first written.
AMERICAN CENTURY MUNICIPAL TRUST
By:
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Vice President
ATTEST:
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