AMERICAN CENTURY GOVERNMENT INCOME TRUST
Amended and Restated Agreement and Declaration of Trust
as amended through March 26, 2004
Table of Contents
ARTICLE I Name and Definitions....................................................................................1
Section 1. Name.............................................................................................1
Section 2. Definitions......................................................................................1
ARTICLE II Purpose of Trust.......................................................................................2
ARTICLE III Shares................................................................................................2
Section 1. Division of Beneficial Interest..................................................................2
Section 2. Ownership of Shares..............................................................................2
Section 3. Investments in the Trust.........................................................................3
Section 4. Status of Shares and Limitation of Personal Liability............................................3
Section 5. Power of Trustees to Change Provisions Relating to Shares........................................3
Section 6. Establishment and Designation of Series..........................................................4
Section 7. Indemnification of Shareholders..................................................................6
ARTICLE IV The Trustees...........................................................................................6
Section 1. Number, Election and Tenure......................................................................6
Section 2. Effect of Death, Resignation, etc. of a Trustee..................................................7
Section 3. Powers...........................................................................................6
Section 4. Payment of Expenses by the Trust................................................................10
Section 5. Payment of Expenses by Shareholders.............................................................10
Section 6. Ownership of Assets of the Trust................................................................10
Section 7. Service Contracts...............................................................................10
ARTICLE V Shareholders' Voting Powers and Meetings...............................................................12
Section 1. Voting Powers...................................................................................12
Section 2. Voting Power and Meetings.......................................................................12
Section 3. Quorum and Required Vote........................................................................13
Section 4. Action by Written Consent.......................................................................13
Section 5. Record Dates....................................................................................13
Section 6. Additional Provisions...........................................................................13
ARTICLE VI Net Asset Value, Distributions, and Redemptions.......................................................14
Section 1. Determination of Net Asset Value, Net Income, and Distributions.................................14
Section 2. Redemptions and Repurchases.....................................................................14
Section 3. Redemptions at the Option of the Trust..........................................................14
ARTICLE VII Compensation and Limitation of Liability of Trustees.................................................15
Section 1. Compensation....................................................................................15
Section 2. Limitation of Liability.........................................................................15
Section 3. Indemnification.................................................................................15
ARTICLE VIII Miscellaneous.......................................................................................16
Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice......................................16
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or Surety...................................16
Section 3. Liability of Third Persons Dealing with Trustees................................................16
Section 4. Termination of Trust or Series..................................................................17
Section 5. Merger and Consolidation........................................................................17
Section 6. Filing of Copies, References, Headings..........................................................17
Section 7. Applicable Law..................................................................................17
Section 8. Amendments......................................................................................18
Section 9. Trust Only......................................................................................18
Section 10. Use of the Name "▇▇▇▇▇▇" and "American Century"................................................18
AMERICAN CENTURY GOVERNMENT INCOME TRUST
Amended and Restated
Agreement and Declaration of Trust
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page 19
Amended and Restated Agreement and Declaration of Trust
(as amended through March 26, 2004)
AGREEMENT AND DECLARATION OF TRUST made at Palo Alto, California on the 24th day
of July, 1985, as amended and restated, is further amended and restated in its
entirety by the Trustees hereunder.
WHEREAS the Trustees desire and have agreed to manage all property
coming into their hands as trustees of a Massachusetts business trust in
accordance with the provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby direct that this Agreement and
Declaration of Trust be filed with the Secretary of The Commonwealth of
Massachusetts and do hereby declare that they will hold all cash, securities and
other assets, which they may from time to time acquire in any manner as Trustees
hereunder, IN TRUST, and manage and dispose of the same upon the following terms
and conditions for the pro rata benefit of the holders of Shares in this Trust.
ARTICLE I
Name and Definitions
Section 1. Name
This Trust shall be known as the "American Century Government Income Trust" and
the Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine.
Section 2. Definitions
Whenever used herein, unless otherwise required by the context or specifically
provided:
(a) The "1940 Act" shall mean the Investment Company Act of 1940 and the
Rules and Regulations thereunder, all as amended from
time to time;
(b) "Bylaws" shall mean the Bylaws of the Trust as amended from time to
time;
(c) "Class" shall mean any class of Shares of any Series established and
designated under or in accordance with the provisions of Article III,
Section 6.
(d) "Commission" shall mean the United States Securities and Exchange
Commission;
(e) "Declaration of Trust" shall mean this Amended and Restated Agreement
and Declaration of Trust, as further amended or restated from time to
time;
(f) "Independent Trustee" shall mean a Trustee who is not an "interested
person" as defined in the 1940 Act.
(g) "Series" shall mean each series of Shares established and designated
under or in accordance with the provisions of Article III. Present and
future separate "Series" in the Trust may be referred to as
"Portfolios" and these terms may be used alternatively in future
publications and communications sent to investors.
(h) "Shareholder" shall mean a record owner of Shares;
(i) "Shares" shall mean the equal proportionate units of interest into
which the beneficial interest in the Trust property belonging to any
Series of the Trust and/or any Class of any Series (as the context may
require) shall be divided from time to time;
(j) "Trust" shall mean the Massachusetts business trust established by this
Agreement and Declaration of Trust, as amended from time to time; and
(k) "Trustees" shall mean the Trustees of the Trust named in Article IV
hereof or elected or appointed in accordance with such Article;
ARTICLE II
Purpose of Trust
The purpose of the Trust is to provide investors a managed investment company
registered under the 1940 Act and investing one or more portfolios primarily in
securities and debt instruments.
ARTICLE III
Shares
Section 1. Division of Beneficial Interest
The beneficial interest in the Trust shall at all times be divided into an
unlimited number of Shares, without par value, but the Trustees shall have the
authority from time to time to issue Shares in one or more Series as they deem
necessary or desirable (each of which Series of Shares shall represent the
beneficial interest in a separate and distinct sub-trust of the Trust). Subject
to the provisions of Section 6 of this Article III, each Share shall have voting
rights as provided in Article V hereof, and holders of the Shares of any Series
shall be entitled to receive dividends, when and as declared with respect
thereto in the manner provided in Article VI, Section 1 hereof. No Shares shall
have any priority or preference over any other Share of the same Series with
respect to dividends or distributions upon termination of the Trust or of such
Series made pursuant to Article VIII, Section 4 hereof. All dividends and
distributions shall be made ratably among all Shareholders of a particular
Series from the assets belonging to such Series according to the number of
Shares of such Series held of record by each Shareholder on the record date for
any dividend or on the date of termination, as the case may be. Shareholders
shall have no preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or any Series. The Trustees may from time
to time divide or combine the Shares of any particular Series into a greater or
lesser number of Shares of that Series without thereby changing the
proportionate beneficial interest of the Shares of that Series in the assets
belonging to that Series or in any way affecting the rights of Shares of any
other Series. Shareholders shall have no right to demand payment for their
shares or to any other rights of dissenting shareholders in the event the Trust
participates in any transaction which would give rise to appraisal or
dissenter's rights by a shareholder of a corporation organized under Chapter
156B of the General Laws of the Commonwealth of Massachusetts, or otherwise.
Section 2. Ownership of Shares
The ownership of Shares shall be recorded on the books of the Trust or a
transfer or similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may, from time to time, make such
rules as they consider appropriate for the transfer of Shares of each Series and
similar matters. The record books of the Trust as kept by the Trust or any
transfer or similar agent, as the case may be, shall be conclusive as to who are
the Shareholders of each Series and as to the number of Shares of each Series
held from time to time by each Shareholder.
Section 3. Investments in the Trust
The Trustees may accept or reject investments in the Trust and in each Series
from such persons, at such times, and on such terms and for such consideration,
not inconsistent with the 1940 Act, as they from time to time authorize or
determine. The Trustees may authorize any distributor, principal underwriter,
custodian, transfer agent, or other person to accept orders for the purchase of
Shares that conform to such authorized terms and to reject any purchase orders
for Shares whether or not conforming to such authorized terms.
Section 4. Status of Shares and Limitation of Personal Liability
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the existence of
the Trust shall not operate to terminate the Trust, nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but entitles
such representative only to the rights of said deceased Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust property or right to call for a partition
or division of the same or for an accounting , nor shall the ownership of Shares
constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor
any officer, employee nor agent of the Trust shall have any power to bind
personally any Shareholders, nor, except as specifically provided herein, to
call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay.
Section 5. Power of Trustees to Change Provisions Relating to Shares
Notwithstanding any other provision of this Declaration of Trust and without
limiting the power of the Trustees to amend the Declaration of Trust as provided
elsewhere herein, the Trustees shall have the power to amend this Declaration of
Trust, at any time and from time to time, in such manner as the Trustees may
determine in their sole discretion, without the need for Shareholder action, so
as to add to, delete, replace or otherwise modify any provisions relating to the
Shares contained in this Declaration of Trust, provided that before adopting any
such amendment without Shareholder approval the Trustees shall determine that it
is consistent with the fair and equitable treatment of all Shareholders or that
Shareholder approval is not otherwise required by the 1940 Act or other
applicable law.
Without limiting the generality of the foregoing, the Trustees may, for the
above-stated purposes, amend the Declaration of Trust to:
(a) create one or more Series of Shares or Classes thereof (in addition to
any Series or Classes already existing or otherwise) with such rights
and preferences and such eligibility requirements for investment
therein as the Trustees shall determine and reclassify any or all
outstanding Shares as shares of particular Series or Classes in
accordance with such eligibility requirements;
(b) amend any of the provisions set forth in paragraphs (a) through (i) of
Section 6 of this Article III;
(c) combine one or more Series of Shares into a single Series, or one or
more Classes of a Series into a single Class, on such terms and
conditions as the Trustees shall determine;
(d) change or eliminate any eligibility requirements for investment in
Shares of any Series or Classes thereof, including without limitation,
to provide for the issue of Shares of any Series in connection with any
merger or consolidation of the Trust with another trust or company or
any acquisition by the Trust of part or all of the assets of another
trust or investment company;
(e) change the designation of any Series of Shares or Classes;
(f) change the method of allocating dividends among the various Series of
Shares;
(g) allocate any specific assets or liabilities of the Trust or any
specific items of income or expense of the Trust to one or more Series
of Shares; and
(h) specifically allocate assets to any or all Series of Shares or create
one or more additional Series of Shares which are preferred over all
other Series of Shares in respect of assets specifically allocated
thereto or any dividends paid by the Trust with respect to any net
income, however determined, earned from the investment and reinvestment
of any assets so allocated or otherwise and provide for any special
voting or other rights with respect to such Series.
Section 6. Establishment and Designation of Series and Classes
The establishment and designation of any Series of Shares, or Classes thereof,
shall be effective upon resolution by a majority of the then Trustees, setting
forth such establishment and designation and the relative rights and preferences
of such Series, or as otherwise provided in such resolution or as provided by
reference to, or approval of, another document that sets forth such relative
rights and preferences of the Shares of such Series or Class. Such establishment
and designation shall be set forth in an amendment to this Declaration of Trust
by execution of a new Schedule A to this Declaration of Trust.
Shares of each Series, or Classes thereof, established pursuant to this Section
6, unless otherwise provided in the resolution establishing such Series or as
modified by the Multiple Class Plan adopted by the Trustees in accordance with
applicable law, as amended or replaced from time to time, shall have the
following rights and preferences:
(a) Assets Belonging to Series. All consideration received by the Trust for
the issue or sale of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof from whatever source derived, including, without
limitation, any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to that Series for
all purposes, subject only to the rights of creditors, shall be so recorded upon
the books of account of the Trust, and are herein referred to as "assets
belonging to" that Series. In the event that there are any assets, income,
earnings, profits and proceeds thereof, funds or payments which are not readily
identifiable as belonging to any particular Series (collectively "General
Assets"), the Trustees shall allocate such General Assets to, between or among
any one or more of the Series in such manner and on such basis as they, in their
sole discretion, deem fair and equitable, and any General Asset so allocated to
a particular Series shall belong to that Series. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all Series for
all purposes.
(b) Liabilities Belonging to Series. The assets belonging to each
particular Series shall be charged with the liabilities of the Trust in respect
to that Series and all expenses, costs, charges and reserves attributable to
that Series, and any general liabilities of the Trust which are not readily
identifiable as belonging to any particular Series shall be allocated and
charged by the Trustees to and among any one or more of the Series in such
manner and on such basis as the Trustees in their sole discretion deem fair and
equitable. The liabilities, expenses, costs, charges, and reserves so charged to
a Series are herein referred to as "liabilities belonging to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustee
shall be conclusive and binding upon the Shareholders of all Series for all
purposes. Under no circumstances shall the assets allocated or belonging to any
particular Series be charged with liabilities attributable to any other Series.
All persons who have extended credit which has been allocated to particular
Series, or who have a claim or contract which has been allocated to any
particular Series, shall look only to the assets of that particular Series for
payment of such credit, claim, or contract.
(c) Income, Distributions, and Redemptions. The Trustees shall have full
discretion, to the extent not inconsistent with the 1940 Act, to determine which
items shall be treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon the
Shareholders. Notwithstanding any other provision of this Declaration,
including, without limitation, Article VI, no dividend or distribution
(including, without limitation, any distribution paid upon termination of the
Trust or of any Series) with respect to, nor any redemption or repurchase of,
the Shares of any Series shall be effected by the Trust other than from the
assets belonging to such Series, nor, except as specifically provided in Section
7 of this Article III, shall any Shareholder of any particular Series otherwise
have any right or claim against the assets belonging to any other Series except
to the extent that such Shareholder has such a right or claim hereunder as a
Shareholder of such other Series.
(d) Voting. All Shares of the Trust entitled to vote on a matter shall vote
separately by Series. That is, the Shareholders of each Series shall
have the right to approve or disapprove matters affecting the Trust and
each respective Series as if the Series were separate companies. There
are, however, two exceptions to voting by separate Series. First, if
the 1940 Act requires all Shares of the Trust to be voted in the
aggregate without differentiation between the separate Series, then all
Series shall vote together. Second, if any matter affects only the
interests of some but not all Series, then only such affected Series
shall be entitled to vote on the matter.
(e) Equality. All the Shares of each particular Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share
of any particular Series shall be equal to each other Share of that
Series.
(f) Fractions. Any fractional Share of a Series shall carry proportionately
all the rights and obligations of a whole share of that Series,
including rights with respect to voting, receipt of dividends and
distributions, redemption of Shares and termination of the Trust.
(g) Exchange Privilege. The Trustees shall have the authority to provide
that the holders of Shares of any Series shall have the right to
exchange said Shares for Shares of one or more other Series of Shares
in accordance with such requirements and procedures as may be
established by the Trustees.
(h) Combination of Series. The Trustees shall have the authority, without
the approval of the Shareholders of any Series unless otherwise
required by applicable law, to combine the assets and liabilities
belonging to any two or more Series into assets and liabilities
belonging to a single Series.
(i) Elimination of Series. At any time that there are no Shares outstanding
of any particular Series previously established and designated, the
Trustees may amend this Declaration of Trust to abolish that Series and
to rescind the establishment and designation thereof, such amendment to
be effected in the manner provided pursuant to Section 5 of this
Article III.
Section 7. Indemnification of Shareholders
In case any Shareholder or former Shareholder shall be held to be personally
liable solely by reason of his or her being or having been a Shareholder and not
because of his or her acts or omissions or for some other reasons, the
Shareholder or former Shareholder (or his or her heirs, executors,
administrators, or other legal representatives or in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled out
of the assets of the Trust to be held harmless from and indemnified against all
loss and expense arising from such liability.
ARTICLE IV
The Trustees
Section 1. Number, Election and Tenure
(a) Number. Immediately following adoption of this Amended and Restated
Declaration of the Trust, the eight (8) Trustees of the Trust and or
each Series hereunder shall remain the Trustees in office upon its
adoption: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇,
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. Hereafter, the number of Trustees may be changed
from time to time by a written instrument signed by a majority of the
Trustees, provided, however, that the number of Trustees shall in no
event be less than three (3) nor more than fifteen (15).
(b) Removal and Vacancies. Subject to the 1940 Act, the Trustees may (i) by
vote of a majority of the remaining Trustees fill vacancies in the
Trustees or (ii) remove Trustees with or without cause by vote of a
majority of the Independent Trustees if the Trustee to be removed is an
Independent Trustee, or by vote of the Trustees who are "interested
persons" (as defined in the ▇▇▇▇ ▇▇▇) if the Trustee to be removed is
an "interested" Trustee. The selection and nomination of Independent
Trustees is committed solely to the discretion of a Nominating
Committee consisting of all sitting Independent Trustees, except where
the remaining Trustee or Trustees are "interested persons".
(a) Term. (c) Each Trustee shall serve during the continued lifetime of the
Trust until such Trustee dies, resigns, reaches retirement age or is
removed, or, if sooner, until the next meeting of Shareholders called
for the purpose of electing Trustees and until the election and
qualification of his successor.
(d) Resignation. Any Trustee may resign at any time by written instrument
signed by him and delivered to any officer of the Trust or to a meeting
of the Trustees. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. Except to the
extent expressly provided in a written agreement with the Trust, no
Trustee resigning and no Trustee removed shall have any right to any
compensation for any period following his resignation or removal, or
any right to damages on account of such removal.
(e) Election by Shareholders. At the discretion of the Trustees, the
Shareholders may fix the number of Trustees and elect Trustees at any
meeting of Shareholders called by a majority of the Trustees for that
purpose.
Section 2. Effect of Death, Resignation, etc. of a Trustee
The death, declination, resignation, retirement, removal, or incapacity of the
Trustees, or any of them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration of Trust.
Whenever a vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided in Article IV, Section 1, the Trustees in office, regardless
of their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.
A written instrument certifying the existence of such vacancy signed by a
majority of the Trustees shall be conclusive evidence of such vacancy.
Section 3. Powers
Subject to the provisions of this Declaration of Trust, the business of the
Trust shall be managed by the Trustees, and they shall have all powers necessary
or convenient to carry out that responsibility including the power to engage in
securities transactions of all kinds on behalf of the Trust. Without limiting
the foregoing, the Trustees may adopt Bylaws not inconsistent with this
Declaration of Trust providing for the regulation and management of the affairs
of the Trust and may amend and repeal them to the extent that such Bylaws do not
reserve that right to the Shareholders; in accordance with Section 1 of this
Article they may fill vacancies in and increase or reduce the number of
Trustees, they may elect and remove such officers and appoint and
terminate such agents as they consider appropriate; they may appoint from their
own number and establish and terminate one or more committees consisting of two
or more Trustees which may exercise the powers and authority of the Trustees to
the extent that the Trustees determine; they may employ one or more custodians
of the assets of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a system or
systems for the central handling of securities or with a Federal Reserve Bank,
retain a transfer agent or a shareholder servicing agent, or both, provide for
the distribution of Shares by the Trust, through one or more principal
underwriters or otherwise, set record dates for the determination of
Shareholders with respect to various matters, and in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the Trust or to any
such custodian, transfer or Shareholder servicing agent, or principal
underwriter. Any determination as to what is in the interests of the Trust made
by the Trustees in good faith shall be conclusive. In construing the provisions
of this Declaration of Trust, the presumption shall be in favor of a grant of
power to the Trustees.
Without limiting the foregoing and to the extent not inconsistent with the 1940
Act or other applicable law, the Trustees shall have power and authority for and
on behalf of the Trust and each separate Series established hereunder:
(a) to invest and reinvest cash, to hold cash uninvested, and to subscribe
for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge,
sell, assign, transfer, exchange, distribute, lend or otherwise deal in or
dispose of contracts for the future acquisition or delivery of fixed income or
other securities, and securities of every nature and kind, including without
limitation, all types of bonds, debentures, stocks, negotiable or non-negotiable
instruments, obligations, evidences of indebtedness, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, bankers acceptances, and
other securities of any kind, issued, created, guaranteed, or sponsored by any
and all persons, including, without limitation, states, territories, and
possessions of the United States and the District of Columbia and any political
subdivision, agency, or instrumentality of the U.S. Government, any foreign
government or any political subdivision of the U.S. Government or any foreign
government, or any international instrumentality, or by any bank or savings
institution, or by any corporation or organization organized under the laws of
the United States or of any state, territory, or possession thereof, or by any
corporation or organization organized under any foreign law, or in "when issued"
contracts for any such securities, to change the investments of the assets of
the Trust; and to exercise any and all rights, powers and privileges of
ownership or interest in respect of any and all such investments of every kind
and description, including, without limitation, the right to consent and
otherwise act with respect thereto, with power to designate one or more persons,
firms, associations, or corporations to exercise any of said rights, powers, and
privileges in respect of any of said instruments;
(b) to sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write
options with respect to or otherwise deal in any property rights
relating to any or all of the assets of the Trust;
(c) to vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such
power and discretion with relation to securities or property as the
Trustees shall deem proper;
(d) to exercise powers and rights of subscription or otherwise which in any
manner arise out of ownership of securities;
(e) to hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, or in its own
name or in the name of a custodian or subcustodian or a nominee or
nominees or otherwise;
(f) to consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security
which is held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such corporation or issuer;
and to pay calls or subscriptions with respect to any security held in
the Trust;
(g) to join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to
deposit any security with, or transfer any security to, any such
committee, depositary or trustee, and to delegate to them such power
and authority with relation to any security (whether or not so
deposited or transferred) as the Trustees shall deem proper, and to
agree to pay, and to pay, such portion of the expenses and compensation
of such committee, depositary or trustee as the Trustees shall deem
proper;
(h) to compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not
limited to claims for taxes;
(i) to enter into joint ventures, general or limited partnerships and any
other combinations or associations;
(j) to borrow funds or other property;
(k) to endorse or guarantee the payment of any notes or other obligations
of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(l) to purchase and pay for entirely out of Trust property such insurance
as they may deem necessary or appropriate for the conduct of the business,
including, without limitation, insurance policies insuring the assets of the
Trust or payment of distributions and principal on its portfolio investments,
and insurance policies insuring the Shareholders, Trustees, officers, employees,
agents, investment advisors, principal underwriters, or independent contractors
of the Trust, individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such office or position,
or by reason of any action alleged to have been taken or omitted by any such
person as Trustee, officer, employee, agent, investment advisor, principal
underwriter, or independent contractor, including any action taken or omitted
that may be determined to constitute negligence, whether or not the Trust would
have the power to indemnify such person against liability;
(m) to pay pensions as deemed appropriate by the Trustees and to adopt,
establish and carry out pension, profit-sharing, share bonus, share
purchase, savings, thrift and other retirement, incentive and benefit
plans, trusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such retirement
and other benefits, for any or all of the Trustees, officers, employees
and agents of the Trust; and
(n) in general, to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.
The Trustees shall not be limited to investing in obligations maturing before
the possible termination of the Trust or any Series or Class thereof. The
Trustees shall not in any way be bound or limited by any present or future law
or custom in regard to investment by fiduciaries. The Trustees shall not be
required to obtain any court order to deal with any assets of the Trust or take
any other action hereunder.
Section 4. Payment of Expenses by the Trust
The Trustees are authorized to pay or cause to be paid out of the principal or
income of the Trust, or partly out of the principal and partly out of income, as
they deem fair, all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the Trust, or in connection with the management
thereof, including, but not limited to, the Trustees' compensation and such
expenses and charges for the services of the Trust's officers, employees,
investment advisor or manager, principal underwriter, auditors, counsel,
custodian, transfer agent, shareholder servicing agent, and such other agents or
independent contractors and such other expenses and charges as the Trustees may
deem necessary or proper to incur.
Section 5. Payment of Expenses by Shareholders
The Trustees shall have the power, as frequently as they may determine, to cause
each Shareholder, or each Shareholder of any particular Series, to pay directly,
in advance or arrears, for charges of the Trust's custodian or transfer,
shareholder servicing or similar agent, an amount fixed from time to time by the
Trustees, by setting off such charges due from such Shareholder from declared
but unpaid dividends owed such Shareholder and/or by reducing the number of
shares in the account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of such charges due
from such Shareholder.
Section 6. Ownership of Assets of the Trust
Title to all of the assets of the Trust shall at all times be considered as
vested in the Trustees.
Section 7. Service Contracts
(a) Subject to such requirements and restrictions as may be set forth in
the 1940 Act, or any rules or regulations adopted thereunder, or the Bylaws, the
Trustees may, at any time and from time to time, contract for exclusive or
nonexclusive advisory and/or management services for the Trust or for any Series
with American Century Investment Management, Inc. or any other corporation,
trust, association or other organization (the "Advisor"); and any such contract
may contain such other terms as the Trustees may determine, including without
limitation, authority for the Advisor to determine from time to time without
prior consultation with the Trustees what investments shall be purchased, held,
sold or exchanged and what portion, if any, of the assets of the Trust shall be
held uninvested and to make changes in the Trust's investments. The Trustees may
authorize the Advisor to employ one or more sub-advisors from time to time to
perform such of the acts and services of the Advisor, and upon such terms and
conditions, as may be agreed upon between the Advisor and such sub-advisor.
(b) The Trustees may also, at any time and from time to time, contract with
any corporation, trust, association, or other organization, appointing
it exclusive or nonexclusive distributor or principal underwriter for
the Shares of any, some, or all of the Series. Every such contract
shall comply with such requirements and restrictions as may be set
forth in the Bylaws; and any such contract may contain such other terms
as the Trustees may determine.
(c) The Trustees are also empowered, at any time and from time to time, to
contract with any corporations, trust, associations, or other
organizations, appointing it or them the transfer agent(s) and/or
shareholders servicing agent(s) for the Trust or one or more of the
Series. Specifically, the Trustees are empowered to contract or join
with other investment companies managed by the Trust's investment
advisor to have transfer agency and/or shareholder servicing activities
performed jointly by such investment companies and their employees with
an appropriate allocation between the investment companies of the costs
and expenses of providing such services. Every such contract shall
comply with such requirements and restrictions as may be set forth in
the Bylaws or stipulated by resolution of the Trustees.
(d) The fact that:
(i) any of the Shareholders, Trustees, or officers of the Trust is
a shareholder, director, officer, partner, trustee, employee,
manager, advisor, principal underwriter, distributor or
affiliate or agent of or for any corporation, trust,
association, or other organization, or for any parent or
affiliate of any organization with which an advisory or
management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder servicing or
other agency contract may have been or may hereafter be made,
or that any such organization, or any parent or affiliate
thereof, is a Shareholder or has an interest in the Trust, or
that
(ii) any corporation, trust, association or other organization with
which an advisory or management contract or principal
underwriter's or distributor's contract, or transfer,
shareholder servicing or other agency contract may have been
or may hereafter be made also has an advisory or management
contract, or principal underwriter's or distributor's
contract, or transfer, shareholder servicing or other agency
contract with one or more other corporations, trusts,
associations, or other organizations, or has other business or
interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or
executing the same or create any liability or accountability to the
Trust or its Shareholders.
ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers
Subject to the provisions of Article III, Section 6(d), the Shareholders shall
have power to vote only (i) for the election of Trustees as provided in Article
IV, Section 1, (ii) to the same extent as the stockholders of a Massachusetts
business corporation as to whether or not a court action, proceeding or claim
should or should not be brought or maintained derivatively or as a class action
on behalf of the Trust or the Shareholders, (iii) with respect to the
termination of the Trust or any Series to the extent and as provided in Article
VIII, Section 4, and (iv) with respect to such additional matters relating to
the Trust as may be required by this Declaration of Trust, the Bylaws or any
registration of the Trust with the Commission (or any successor agency) or any
state, or as the Trustees may consider necessary or desirable. A Shareholder of
each Series shall be entitled to one vote for each dollar of net asset value per
Share of such Series, on any matter on which such Shareholder is entitled to
vote and each fractional dollar amount shall be entitled to a proportionate
fractional vote. All references in this Declaration of Trust or the Bylaws to a
vote of, or the holders of, a percentage of Shares shall mean a vote of or the
holders of that percentage of total votes representing dollars of net asset
value of a Series or of the Trust, as the case may be. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy. A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the contrary from any
one of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. At any time when no
Shares of a Series are outstanding, the Trustees may exercise all rights of
Shareholders of that Series with respect to matters affecting that Series, take
any action required or permitted by law, this Declaration of Trust or the Bylaws
to be taken by the Shareholders.
Section 2. Voting Power and Meetings
No annual or regular meetings of Shareholders are required. Special meetings of
the Shareholders may be called by the Trustees for the purpose of electing
Trustees as provided in Article IV, Section 1 and for such other purposes as may
be prescribed by law, by this Declaration of Trust or by the Bylaws. Special
meetings of the Shareholders may also be called by the Trustees from time to
time for the purpose of taking action upon any other matter deemed by the
Trustees to be necessary or desirable. A meeting of Shareholders may be held at
any place designated by the Trustees. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees as provided in
the Bylaws. Whenever notice of a meeting is required to be given to a
Shareholder under this Declaration of Trust or the Bylaws, a written waiver
thereof, executed before or after the meeting by such Shareholder or his
attorney thereunto authorized and filed with the records of the meeting, shall
be deemed equivalent to such notice.
Section 3. Quorum and Required Vote
Except when a larger quorum is required by applicable law, by the Bylaws or by
this Declaration of Trust, forty percent (40%) of the Shares entitled to vote
shall constitute a quorum at a Shareholders' meeting. When any one or more
Series is to vote as a single class separate from any other Shares which are to
vote on the same matters as a separate class or classes, forty percent (40%) of
the Shares of each such Series entitled to vote shall constitute a quorum at a
Shareholders' meeting of that Series. Any meeting of Shareholders may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned within a reasonable time after the date set for the original meeting
without further notice. Subject to the provisions of Article III, Section 6(d),
when a quorum is present at any meeting, a majority of the Shares voted shall
decide any questions and a plurality shall elect a Trustee, except when a larger
vote is required by any provision of this Declaration of Trust or the Bylaws or
by applicable law.
Section 4. Action by Written Consent
Subject to the provisions of the 1940 Act, any action taken by Shareholders may
be taken without a meeting in accordance with the provisions of the Bylaws. Such
consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.
Section 5. Record Dates
For the purpose of determining the Shareholders of any Series who are entitled
to vote or act at any meeting or any adjournment thereof, the Trustees may from
time to time fix a time, in accordance with the provisions of the Bylaws, as the
record date for determining the Shareholders of such Series having the right to
notice of and to vote at such meeting and any adjournment thereof, and in such
case only Shareholders of record on such record date shall have such right,
notwithstanding any transfer of shares on the books of the Trust after the
record date. For the purpose of determining the Shareholders of any Series who
are entitled to receive payment of any dividend or of any other distribution,
the Trustees may from time to time fix a date, which shall be before the date
for the payment of such dividend or such other payment, as the record date for
determining the Shareholders of such Series having the right to receive such
dividend or distribution. Without fixing a record date the Trustees may for
voting and/or distribution purposes close the register or transfer books for one
or more Series for all or any part of the period between a record date and a
meeting of Shareholders or the payment of a distribution. Nothing in this
section shall be construed as precluding the Trustees from setting different
record dates for different Series.
Section 6. Additional Provisions
The Bylaws may include further provisions for Shareholders' votes and meetings
and related matters.
ARTICLE VI
Net Asset Value, Distributions, and Redemptions
Section 1. Determination of Net Asset Value, Net Income, and Distributions
(a) The net asset value of each outstanding Share of each Series of the
Trust shall be determined on such days and at such time or times as the
Trustees may determine. The method of determination of net asset value
shall be determined by the Trustees and shall be as set forth in the
Prospectus and Statement of Additional Information constituting parts
of the Registration Statement of the Trust under the Securities Act of
1933 as such Prospectus and Statement of Additional Information may be
amended and supplemented and filed with the Commission from time to
time. The power and duty to make the daily calculations may be
delegated by the Trustees to any Advisor or such other person as the
Trustees by resolution may determine. The Trustees may suspend the
daily determination of net asset value to the extent permitted by the
1940 Act.
(b) Subject to Article III, Section 6 hereof, the Trustees, in their
absolute discretion, may prescribe and shall set forth in the Bylaws or
in a duly adopted resolution of the Shares of any Series the net income
attributable to the Shares of any Series, or the declaration and
payment of dividends and distributions on the Shares of any Series, as
they may deem necessary or desirable.
Section 2. Redemptions and Repurchases
The Trust shall purchase such Shares as are offered by any Shareholder for
redemption, upon the presentation of a proper instrument of transfer together
with a request directed to the Trust or a person designated by the Trust that
the Trust purchase such Shares or in accordance with such other procedures for
redemption as the Trustees may from time to time authorize; and the Trust will
pay therefor the net asset value thereof, as determined in accordance with the
Bylaws and applicable law, next determined under the 1940 Act, less any
applicable deferred sales charges and/or fees. Payment for said Shares shall be
made by the Trust to the Shareholder within seven days after the date on which
the request is made in proper form. The obligation set forth in this Section 2
is subject to the provision that in the event that any time the New York Stock
Exchange is closed for other than weekends or holidays, or if permitted by the
rules of the Commission, during periods when trading on the Exchange is
restricted or during any emergency which makes it impracticable for the Trust to
dispose of the investments of the applicable Series or to determine fairly the
value of the net assets belonging to such Series or during any other period
permitted by order of the Commission for the protection of investors, such
obligation may be suspended or postponed by the Trustees.
Section 3. Redemptions at the Option of the Trust
The Trust shall have the right at its option and at any time to redeem Shares of
any Shareholder at the net asset value thereof as described in Section 1 of this
Article VI if: (i) the value of such shares in the account of such Shareholder
is less than minimum investment amounts applicable to that account as set forth
in the Trust's then-current registration statement under the 1940 Act, or (ii)
the Shareholder fails to furnish the Trust with the holder's correct taxpayer
identification number or social security number and to make such certifications
with respect thereto as the Trust may require; provided, however, that any such
redemptions shall be subject to such further terms and conditions as the
Trustees may from time to time adopt.
Section 4. Suspension of the Right of Redemption
The Trustees may declare a suspension of the right of redemption or postpone the
date of payment as permitted under the 1940 Act. Such suspension shall take
effect at such time as the Trustees shall specify, but not later than the close
of business on the business day following the declaration of suspension, and
thereafter there shall be no right of redemption of payment until the Trustees
shall declare the suspension at an end. In the case of a suspension of the right
of redemption, a Shareholder may either withdraw the request for redemption or
receive payment based on the net asset value per Share existing after the
termination of the suspension. In the event that any Series is divided into
Classes, the provisions of this Section, to the extent applicable as determined
in the discretion of the Trustees and consistent with applicable laws, may be
equally applied to each such Class.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Section 1. Compensation
The Independent Trustees as such shall be entitled to reasonable compensation
from the Trust, and they may fix the amount of such compensation. Nothing herein
shall in any way prevent the employment of any Trustee for advisory, management,
legal, accounting, investment banking or other services and payment for the same
by the Trust.
Section 2. Limitation of Liability
The Trustees shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee, manager or Principal Underwriter of
the Trust, nor shall any Trustee be responsible for the act or omission of any
other Trustee, but nothing herein contained shall protect any Trustee against
any liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Every note, bond, contract, instrument, certificate or undertaking and every
other act or thing whatsoever issued, executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon.
Section 3. Indemnification
The Trustees shall be entitled and empowered to the fullest extent permitted by
law to purchase insurance for and to provide by resolution or in the Bylaws for
indemnification out of Trust assets for liability and for all expenses
reasonably incurred or paid or expected to be paid by a Trustee or officer in
connection with any claim, action, suit or proceeding in which he becomes
involved by virtue of his capacity or former capacity with the Trust. The
provisions, including any exceptions and limitations concerning indemnification,
may be set forth in detail in the Bylaws or in a resolution of the Trustees.
ARTICLE VIII
Miscellaneous
Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice
All persons extending credit to, contracting with or having any claim against
the Trust or any Series shall look only to the assets of the Trust, or, to the
extent that the liability of the Trust may have been expressly limited by
contract to the assets of a particular Series, only to the assets belonging to
the relevant Series, for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor. Nothing in this Declaration of Trust shall protect any Trustee against
any liability to which such Trustee would otherwise be subject by reason or
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee.
Every note, bond, contract, instrument, certificate or undertaking made or
issued on behalf of the Trust by the Trustees, by an officer or officers or
otherwise may include a notice that this Declaration of Trust is on file with
the Secretary of the Commonwealth of Massachusetts and may recite that the note,
bond, contract, instrument, certificate, or undertaking was executed or made by
or on behalf of the Trust or by them as Trustee or Trustees or as officer or
officers or otherwise and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust or upon the assets
belonging to the Series for the benefit of which the Trustees have caused the
note, bond, contract instrument, certificate or undertaking to be made or
issued, and may contain such further recital as he or they may deem appropriate,
but the omission of any such recital shall not operate to bind any Trustee or
Trustees or officer or officers or Shareholders or any other person
individually.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or Surety
The exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and shall be under no liability for
any act or omission in accordance with such advice or for failing to follow such
advice. The Trustees shall not be required to give any bond as such, nor any
surety if a bond is required.
Section 3. Liability of Third Persons Dealing with Trustees
No person dealing with the Trustees shall be bound to make any inquiry
concerning the validity of any transaction made or to be made by the Trustees or
to see to the application of any payments made or property transferred to the
Trust or upon its order.
Section 4. Termination of Trust or Series
Unless terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by vote of at least
two-thirds (66-2/3%) of the Shares of each Series entitled to vote, voting
separately by Series, or by the Trustees by written notice to the Shareholders.
Any Series may be terminated at any time by vote of at least two-thirds
(66-2/3%) of the Shares of that Series or by the Trustees by written notice to
the Shareholders of that Series.
Upon termination of the Trust (or any Series, as the case may be), after paying
or otherwise providing for all charges, taxes, expenses and liabilities
belonging, severally, to each Series (or the applicable Series, as the case may
be), whether due or accrued or anticipated as may be determined by the Trustees,
the Trust shall, in accordance with such procedures as the Trustees consider
appropriate, reduce the remaining assets belonging, severally, to each Series
(or the applicable Series, as the case may be), to distributable form in cash or
shares or other securities, or any combination thereof, and distribute the
proceeds belonging to each Series or the applicable Series, as the case may be),
to the Shareholders of that Series, as a Series, ratably according to the number
of Shares of that Series held by the several Shareholders on the date of
termination.
Section 5. Merger and Consolidation
The Trustees may cause the Trust or one or more of its Series to be merged into
or consolidated with another Trust or company or the Shares exchanged under or
pursuant to any state or Federal statute, if any, or otherwise to the extent
permitted by law. Such merger or consolidation or share exchange must be
authorized by vote of a majority of the outstanding Shares of the Trust as a
whole or any affected Series, as may be applicable; provided that in all
respects not governed by statute or applicable law, the Trustees shall have
power to prescribe the procedure necessary or appropriate to accomplish a sale
of assets, merger or consolidation.
Section 6. Filing of Copies, References, Headings
The original or a copy of this instrument and of each amendment hereto shall be
kept at the office of the Trust where it may be inspected by any Shareholder. A
copy of this instrument and of each amendment hereto shall be filed by the Trust
with the Secretary of the Commonwealth of Massachusetts and with any other
governmental office where such filing may from time to time be required. Anyone
dealing with the Trust may rely on a certificate by an officer of the Trust as
to whether or not any such amendments have been made and as to any matters in
connection with the Trust hereunder; and, with the same effect as if it were the
original, may relay on a copy certified by an officer of the Trust to be a copy
of this instrument, or of any such amendments. In this instrument and in any
such amendment, references to this instrument, and all expressions like
"herein," "hereof" and "hereunder," shall be deemed to refer to this instrument
as amended or affected by any such amendments. Headings are placed herein for
convenience of reference only and shall not be taken as a part hereof or control
or affect the meaning, construction or effect of this instrument. This
instrument may be executed in any number of counterparts each of which shall be
deemed an original.
Section 7. Applicable Law
This Agreement and Declaration of Trust is created under and is to be governed
by and construed and administered according to the laws of the Commonwealth of
Massachusetts. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
Section 8. Amendments
This Declaration of Trust may be amended at any time by an instrument in writing
signed by a majority of the then Trustees.
Section 9. Trust Only
It is the intention of the Trustees to create only the relationship of Trustee
and beneficiary between the Trustees and each Shareholder from time to time. It
is not the intention of the Trustees to create a general partnership, limited
partnership, joint stock association, corporation, bailment, or any form of
legal relationship other than a trust. Nothing in this Agreement and Declaration
of Trust shall be construed to make the Shareholders, either by themselves or
with the Trustees, partners or members of a joint stock association.
Section 10. Use of the Name "▇▇▇▇▇▇" and "American Century"
American Century Services Corporation ("ACSC") has consented to the use by the
Trust of the identifying words or names "▇▇▇▇▇▇" and "American Century" in the
names of the Trust and/or its various Series. Such consent is conditioned upon
the employment of ACSC, its successors or any affiliate thereof, as the
Advisor/Investment Manager of the Trust. As between the Trust and itself, ACSC
controls the use of the name of the Trust insofar as such name contains "▇▇▇▇▇▇"
and/or "American Century". The name or identifying words "▇▇▇▇▇▇" and/or
"American Century" may be used from time to time in other connections and for
other purposes by ACSC or its affiliated entities. ACSC may require the Trust to
cease using "▇▇▇▇▇▇" or "American Century" in the name of the Trust if the Trust
ceases to employ, for any reason, ACSC, an affiliate, or any successor as
Advisor/Investment Manager of the Trust.
Section 11. Provisions in Conflict with Law or Regulations
(a) The provisions of this Amended and Restated Declaration of Trust are
severable, and, if the Trustees shall determine, with the advice of
counsel, that any of such provisions are in conflict with the 1940 Act,
the regulated investment company provisions of the Internal Revenue
Code or with other applicable laws and regulations, the conflicting
provisions shall be deemed never to have constituted a part of this
Declaration of Trust; provided, however, that such determination shall
not affect any of the remaining provisions of this Declaration of Trust
or render invalid or improper any action taken or omitted prior to such
determination.
(b) If any provision of this Amended and Restated Declaration of Trust
shall be held invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall pertain only to such provision in
such jurisdiction and shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Declaration of
Trust in any jurisdiction.
IN WITNESS WHEREOF, a majority of the Trustees as aforesaid do hereto
set their hands this 26th day of March, 2004, as an amendment and restatement of
that Agreement and Declaration of Trust originally executed on the 24th day of
July, 1985.
Trustees of the American Century Government Income Trust
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