EXHIBIT 99.4b
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this
"AMENDMENT") is made as of the 23rd day of January 2006, by and between MASON
STREET FUNDS, INC. ("MSF"), a Maryland corporation and open-end series fund
registered under the Investment Company Act of 1940 (the "INVESTMENT COMPANY
ACT"), on behalf of each Acquired Fund, each a separate series of MSF, AMERICAN
CENTURY MUTUAL FUNDS, INC., a Maryland corporation and open-end series fund
registered under the Investment Company Act ("ACMF"), on behalf of the AC-MS
Small Cap Growth Fund, AC-MS Mid Cap Growth Fund and AC Select Fund, each a
separate series of ACMF, AMERICAN CENTURY INVESTMENT TRUST, a Massachusetts
business trust ("ACIT"), on behalf of the AC-MS Select Bond Fund and the AC-MS
High-Yield Bond Fund, each a separate investment portfolio of ACIT, AMERICAN
CENTURY CAPITAL PORTFOLIOS, INC., a Maryland corporation and open-end series
fund registered under the Investment Company Act ("ACCP"), on behalf of the AC
Equity Index Fund, a series of ACCP, AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS,
INC., a Maryland corporation and open-end series fund registered under the
Investment Company Act ("ACQEF"), on behalf of the AC Equity Growth Fund, a
series of ACQEF, AMERICAN CENTURY WORLD MUTUAL FUNDS, INC., a Maryland
corporation and open-end series fund registered under the Investment Company Act
("AWMF"), on behalf of the AC International Value Fund, a series of AWMF,
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC., a Maryland corporation and
open-end series fund registered under the Investment Company Act ("ACSAA"), on
behalf of the AC Strategic Allocation: Moderate Fund, a series of ACSAA, and
AMERICAN CENTURY MUNICIPAL TRUST, a Massachusetts business trust ("ACMT," and
together with ACMF, ACIT, ACCP, ACQEF, AWMF, and ACSAA, the "AMERICAN CENTURY
PARTIES," and each, individually, an "AMERICAN CENTURY PARTY"), on behalf of the
AC Long-Term Tax-Free Fund, an investment portfolio of ACMT.
RECITALS
WHEREAS, MSF and each of the American Century Parties have heretofore
entered into that certain Agreement and Plan of Reorganization dated as of
December 14, 2005 (the "REORGANIZATION AGREEMENT"), pursuant to which, INTER
ALIA, the assets of each Acquired Fund shall be acquired by its corresponding
Acquiring Fund in exchange for newly issued shares of such Acquiring Fund with a
net asset value equal to that of the assets of such Acquiring Fund; and
WHEREAS, MSF and each of the American Century Parties now desire to amend
the Reorganization Agreement in the respects, but only in the respects,
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby
acknowledged, and intending to be legally bound, MSF, each Acquired Fund, each
American Century Party, and each Acquiring Fund hereby agree as follows:
1. AMENDMENT. Section 8(n) of the Reorganization Agreement is hereby
amended and restated in its entirety as follows:
n. DIVIDENDS. Prior to the Closing Date, the MSF Growth Fund, the MSF
Index 500 Fund, the MSF Large Cap Core Fund and the MSF Asset Allocation
Fund shall have declared a dividend or dividends which, together with all
such previous dividends, shall have the effect of distributing to its
shareholders all of its investment company taxable income as of the Closing
Date, if any (computed without regard to any deduction for dividends paid),
and all of its net capital gain, if any, recognized as of the Closing Date.
2. REAFFIRMATION OF REORGANIZATION AGREEMENT. This Amendment shall be
construed in connection with and as part of the Reorganization Agreement, and
except as modified and expressly amended by this Amendment, all terms,
conditions and covenants contained in the Reorganization Agreement are hereby
ratified and shall be and remain in full force and effect.
3. DEFINED TERMS. Capitalized terms used herein shall have the respective
meanings ascribed thereto in the Reorganization Agreement unless herein defined
or the context shall otherwise require.
4. GOVERNING LAW. This Amendment shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York applicable to agreements made and to be performed in said
state, without giving effect to the principles of conflict of laws thereof.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which, when executed and delivered, shall be deemed to be
an original but all such counterparts together shall constitute but one
instrument.
SIGNATURES ON FOLLOWING PAGES.
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
ATTEST: MASON STREET FUNDS, INC.
On behalf of:
MSF SMALL CAP GROWTH FUND
MSF AGGRESSIVE GROWTH FUND
MSF SELECT BOND FUND
MSF HIGH YIELD BOND FUND
MSF INDEX 500 FUND
MSF LARGE CAP CORE FUND
MSF INTERNATIONAL EQUITY FUND
MSF ASSET ALLOCATION FUND
MSF GROWTH FUND
MSF MUNICIPAL BOND FUND
By: /s/ Randy M. Pavlick By: /s/ Mark G. Doll
-------------------------------- ---------------------------------
Randy M. Pavlick Mark G. Doll
Secretary President
AMERICAN CENTURY SIGNATURES ON FOLLOWING PAGE.
SIGNATURE PAGE
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
ATTEST: AMERICAN CENTURY MUTUAL FUNDS, INC.
On behalf of:
AC-MS SMALL CAP GROWTH FUND
AC-MS MID CAP GROWTH FUND
AC SELECT FUND
AMERICAN CENTURY INVESTMENT TRUST
On behalf of:
AC-MS SELECT BOND FUND
AC-MS HIGH-YIELD BOND FUND
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
On behalf of:
AC EQUITY INDEX FUND
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
On behalf of:
AC EQUITY GROWTH FUND
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
On behalf of:
AC INTERNATIONAL VALUE FUND
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
On behalf of:
AC STRATEGIC ALLOCATION: MODERATE FUND
AMERICAN CENTURY MUNICIPAL TRUST
On behalf of:
AC LONG-TERM TAX-FREE FUND
By: /s/ David H. Reimiller By: /s/ William M. Lyons
------------------------------ -----------------------------------
David H. Reinmiller William M. Lyons
Assistant Secretary President
SIGNATURE PAGE
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
American Century Ultra Fund - I Class (TWUIX)
Filed: 16 Jun 06, 12:00am