N-14/A
Pre-Effective Amendment
As filed with the Securities and Exchange Commission on August 13, 2001
Registration Nos. 333-64146 and 811-7822
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __1__ [X]
Post-Effective Amendment No. _____ [ ]
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AMERICAN CENTURY INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
4500 Main Street
P.O. Box 419200
Kansas City, MO 64141-6200
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 816-531-5575
Charles A. Etherington
Vice President and Associate General Counsel
4500 Main Street, P.O. Box 419200, Kansas City, MO 64141-6200
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: August 22, 2001
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is required because an indefinite number of shares have previously been
registered on Form N-1A (Registration Nos. 33-65170 and 811-7822) pursuant to
Rule 24f-2 under the Investment Company Act of 1940. The Registrant is filing as
an exhibit to this Registration Statement an opinion related to the legality of
shares being issued in connection with this Registration Statement. Pursuant to
Rule 429, this Registration Statement relates to the aforesaid Registration
Statement on Form N-1A.
Prospectus and Proxy Statement
August 22, 2001
HIGH-YIELD FUND
IMPORTANT VOTING INFORMATION INSIDE!
[american century logo and text logo (reg. sm)]
TABLE OF CONTENTS
Important Information You Should Consider ................................... 2
Notice of Special Meeting of Shareholders ................................... 5
Combined Prospectus/Proxy Statement ......................................... 6
Comparison of Certain Information Regarding the Funds ....................... 7
Primary Federal Income Tax Consequences ..................................... 8
Risk Factors ................................................................ 8
Transaction and Operating Expense Information ............................... 8
Additional Information About the Proposed Transaction .......................10
Summary of Plan of Reorganization ......................................10
Description of the Securities of New High-Yield ........................11
Reasons Supporting the Reorganization ..................................11
Federal Income Tax Consequences ........................................12
Capitalization .........................................................13
Information About the Funds .................................................13
Fundamental Investment Policies ........................................13
Information Relating to Voting Matters ......................................14
General Information ....................................................14
Voting and Revocation of Proxies .......................................14
Record Date ............................................................14
Quorum .................................................................15
Shareholder Vote Required ..............................................15
Cost of Proxy Solicitation .............................................15
Certain Shareholders ...................................................15
Appraisal Rights .......................................................16
Annual Meetings ........................................................16
Additional Information ......................................................16
Litigation .............................................................17
Other Business .........................................................17
Shareholder Inquiries ..................................................17
Management's Discussion of Performance Information ..........................17
Report Highlights ......................................................17
Our Message to You .....................................................18
Performance & Portfolio Information ....................................19
Management Q&A .........................................................20
American Century Investments
American Century Investments
P.O. Box 419200
Kansas City, Missouri 64141-6200
August 22, 2001
Dear American Century High-Yield Fund Shareholder:
I am writing to ask for your support of an important proposal affecting your
fund. The proposal will be voted on at an upcoming Special Meeting of
shareholders to be held on Friday, November 16, 2001. Please take a few minutes
to read the enclosed materials, complete and sign the proxy voting card and mail
it back to us.
As a shareholder of American Century High-Yield Fund ("High-Yield"), you are
being asked to approve the combination of your fund with a new American Century
High-Yield Fund ("new High-Yield").
The reason for the combination is to consolidate the American Century
fixed-income funds under a single Board of Trustees in order to reduce
duplicative reporting responsibilities and to promote investment management and
operational efficiencies.
The Board of Directors of your fund has unanimously voted in favor of this
reorganization and believes the combination is in your fund's and your best
interests. We encourage you to vote "FOR" the reorganization. The enclosed
materials give more detailed information about the proposed reorganization and
the reasons why we recommend you vote for it.
Please don't put these materials aside thinking that you'll return to them at
another time. If shareholders don't return their proxies, additional expenses
must be incurred to pay for follow-up mailings and phone calls. PLEASE TAKE A
FEW MINUTES TO REVIEW THE ENCLOSED MATERIALS AND VOTE YOUR SHARES TODAY. If you
have any questions or need any help in voting your shares, please call us at
1-800-331-8331. For business, not-for-profit, and employer-sponsored retirement
accounts, please call 1-800-345-3533, ext. 5004.
To more efficiently handle this proxy solicitation, we have hired Alamo Direct
to act as our proxy solicitor. They might be calling you during the solicitation
process to ask if you have questions or concerns about the voting process and to
assist you with your vote.
Thank you for your time in considering this important proposal. We believe the
reorganization will enable us to better serve your needs. Thank you for
investing with American Century and for your continued support.
Sincerely,
/s/Bill Lyons
William M. Lyons
President
Proxy/Prospectus Statement 1
IMPORTANT INFORMATION YOU SHOULD CONSIDER
The following Q&A is a brief summary of some of the issues that may be important
to you. It may not contain all of the information or topics that you think are
important and, as a result, is qualified in its entirety by the more detailed
information contained elsewhere in this document, or incorporated into this
document. Please read all the enclosed proxy materials before voting. PLEASE
REMEMBER TO VOTE YOUR SHARES AS SOON AS POSSIBLE. If enough shareholders return
their proxy cards soon, additional costs for follow-up mailings and phone calls
may be avoided.
WHAT IS THE PURPOSE OF THE UPCOMING MEETING?
Your Board of Directors has recommended reorganizing High-Yield into new
High-Yield. This reorganization requires approval of the High-Yield
shareholders. The Special Meeting will be held on Friday, November 16, 2001, at
10:00 a.m. (Central time) at American Century Tower I, 4500 Main Street, Kansas
City, Missouri. Shareholders of record as of the close of business on August 10,
2001, are eligible to vote.
WHY IS THE REORGANIZATION BEING PROPOSED?
The reason for the combination is to consolidate the American Century
fixed-income funds under a single Board of Trustees in order to reduce
duplicative reporting responsibilities and to promote investment management and
operational efficiencies.
HOW WILL THE REORGANIZATION BE ACCOMPLISHED?
Shareholders of High-Yield are being asked to approve the combination of their
fund with new High-Yield according to the Agreement and Plan of Reorganization
described on page 9. The reorganization will take the form of a transfer of
assets by High-Yield in exchange for shares of new High-Yield. High-Yield will
then make a liquidating distribution to its shareholders of the new High-Yield
shares received in the exchange.
WHAT WILL SHAREHOLDERS GET IF THE REORGANIZATION IS APPROVED?
As a result of the liquidating distribution, you will receive shares of new
High-Yield in an amount equal to the value of your High-Yield shares on the date
the combination takes place (probably December 3, 2001). The total dollar value
of your account after the reorganization will be the same as the total dollar
value of your account before the reorganization. Because the net asset value
(price per share) of new High-Yield will be identical to the net asset value of
High-Yield, you will receive an identical number of shares of new High-Yield as
you have in High-Yield.
WHY DID THE BOARD OF DIRECTORS APPROVE THE REORGANIZATION?
After reviewing many factors, your Board of Directors unanimously determined
that the reorganization was in the best interests of High-Yield and its
shareholders. Some of the factors considered include:
* consolidating the American Century fixed-income funds under a single
Board of Trustees to reduce duplicative reporting responsibilities;
* promoting investment management and operational efficiencies.
2 American Century Investments
WILL THE EXCHANGE OF HIGH-YIELD SHARES FOR SHARES OF NEW HIGH-YIELD CAUSE
SHAREHOLDERS TO REALIZE INCOME OR CAPITAL GAINS FOR TAX PURPOSES?
No. The exchange of shares in the reorganization will be tax-free. We will
obtain a tax opinion confirming that the reorganization will not be a taxable
event for you for federal income tax purposes. Your tax basis and holding period
for your shares will be unchanged.
HOW DOES THE TOTAL EXPENSE RATIO OF NEW HIGH-YIELD COMPARE TO THAT OF
HIGH-YIELD?
The total expense ratios of the funds are the same.
IS NEW HIGH-YIELD RISKIER THAN HIGH-YIELD?
No. Both funds have the same investment objectives, policies, procedures,
strategies, and portfolio securities.
IF SHAREHOLDERS SEND THEIR PROXIES IN NOW AS REQUESTED, CAN THEY CHANGE THEIR
VOTE LATER?
Yes! A proxy can be revoked at any time using any of the voting procedures
described on your proxy vote card or by attending the meeting and voting in
person. EVEN IF YOU PLAN TO ATTEND THE MEETING TO VOTE IN PERSON, WE ASK THAT
YOU RETURN THE ENCLOSED PROXY VOTE CARD. DOING SO WILL HELP US ACHIEVE A QUORUM
FOR THE MEETING.
HOW DO SHAREHOLDERS VOTE THEIR SHARES?
We've made it easy for you. You can vote online, by phone, by mail or by fax. To
vote online, access the Web site listed on your proxy card (you will need the
control number that appears on the right-hand side of your proxy card). To vote
by telephone, call the toll-free number listed on your proxy card (you will need
the control number that appears on the right-hand side of your proxy card). To
vote by mail, complete, sign and send us the enclosed proxy voting card in the
enclosed postage-paid envelope. To vote by fax, send your fax to the toll-free
number listed on your proxy card.
Your shares will be voted EXACTLY as you tell us. If you simply sign the
enclosed proxy card and return it, we will follow the recommendation of your
Board of Directors and vote it "FOR" the reorganization. You also may vote in
person at the meeting on Friday, November 16, 2001.
WHEN AND HOW WILL THE COMBINATION TAKE PLACE?
Subject to receiving shareholder approval, the reorganization is scheduled to
take place on December 3, 2001. After the funds have calculated the value of
their assets and liabilities on November 30, 2001, High-Yield will transfer its
assets and liabilities to new High-Yield in exchange for the appropriate number
of new High-Yield shares. High-Yield will then make a liquidating distribution
of those shares pro rata to its shareholders according to the value of their
accounts immediately prior to the transfer of assets. THE VALUE OF YOUR ACCOUNT
WILL NOT CHANGE AS A RESULT OF THIS REORGANIZATION.
WILL THE REORGANIZATION AFFECT THE MANAGEMENT TEAM OF HIGH-YIELD?
No. American Century Investment Management, Inc., the investment advisor for
High-Yield, is also the investment advisor for new High-Yield, and the portfolio
managers of High-Yield also serve as portfolio managers for new High-Yield.
Proxy/Prospectus Statement 3
HOW WILL THE DISTRIBUTION, PURCHASE AND REDEMPTION PROCEDURES AND EXCHANGE
RIGHTS CHANGE AS A RESULT OF THE REORGANIZATION?
They won't. New High-Yield has the same distribution, purchase and exchange
policies and procedures as High-Yield.
WHERE CAN SHAREHOLDERS GET MORE INFORMATION ABOUT THE FUNDS?
A copy of new High-Yield's Prospectus accompanies this proxy statement. In
addition, the Manager's Discussion and Analysis of Fund Performance portion of
High-Yield's most recent Annual Report to Shareholders is included in this
document as on page 17. We have included this discussion from the High-Yield
Annual Report because new High-Yield will inherit the performance information of
High-Yield. If you would like a copy of High-Yield's Prospectus or Statement of
Additional Information, or most recent annual or semiannual report, please call
us at 1-800-331-8331.
4 American Century Investments
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AMERICAN CENTURY MUTUAL FUNDS, INC.
American Century Investments
P. O. Box 419200
Kansas City, Missouri 64141-6200
1-800-331-8331
TO BE HELD ON NOVEMBER 16, 2001
To American Century High-Yield Fund Shareholders:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders of the
American Century High-Yield Fund, a portfolio of American Century Mutual Funds,
Inc. ("High-Yield") will be held at American Century Tower I, 4500 Main Street,
Kansas City, Missouri on Friday, November 16, 2001, at 10:00 a.m. (Central time)
for the following purposes:
ITEM 1. To consider and act upon a proposal to approve an Agreement and Plan of
Reorganization and the transactions contemplated thereby, including:
(a) the transfer of all of the assets and liabilities of High-Yield to the
American Century High-Yield Fund, an investment portfolio of American
Century Investment Trust, as described in the attached proxy statement
("new High-Yield"), in exchange for shares in new High-Yield; and
(b) the distribution of new High-Yield shares to the shareholders of High-Yield
according to their respective interests.
ITEM 2. To transact such other business as may properly come before the Special
Meeting or any adjournment(s) thereof.
The proposed reorganization, the Agreement and Plan of Reorganization and
related matters are described in the attached Combined Prospectus/Proxy
Statement.
Shareholders of record as of the close of business on August 10, 2001, are
entitled to notice of, and to vote at, the Special Meeting or any adjournment(s)
thereof.
Please execute and return promptly in the enclosed envelope the accompanying
proxy card, which is being solicited by the Board of Directors of American
Century Mutual Funds, Inc. Please return your proxy card even if you are
planning to attend the meeting. This is important to ensure a quorum at the
meeting. Proxies may be revoked at any time before they are exercised using any
of the voting procedures described on your proxy vote card, or by attending the
meeting and voting in person.
/s/David Tucker
David C. Tucker
Senior Vice President
August 22, 2001
Proxy/Prospectus Statement 5
COMBINED PROSPECTUS/PROXY STATEMENT
AMERICAN CENTURY MUTUAL FUNDS, INC. and
AMERICAN CENTURY INVESTMENT TRUST
August 22, 2001
This Combined Prospectus/Proxy Statement is furnished in connection with the
solicitation of votes by the Board of Directors of American Century Mutual
Funds, Inc. on behalf of its High-Yield Fund, in connection with a Special
Meeting of Shareholders to be held on Friday, November 16, 2001 at 10:00 a.m.
(Central time) at American Century Tower I, 4500 Main Street, Kansas City,
Missouri.
At the Special Meeting, shareholders of the American Century High-Yield Fund
("High-Yield") are being asked to approve the reorganization of their fund into
the American Century High-Yield Fund, a series of American Century Investment
Trust ("new High-Yield").
The funds are identically managed diversified, open-end mutual funds that invest
in an identical mix of fixed-income securities. The purpose of the
reorganization is to consolidate the American Century fixed-income funds under a
single Board of Trustees in order to reduce duplicative reporting
responsibilities and to achieve management and operational efficiencies by
combining these identical funds. Each fund has shares registered with the
Securities and Exchange Commission.
This Combined Prospectus/Proxy Statement constitutes the proxy statement of your
fund for the Special Meeting of Shareholders and a prospectus for the new
High-Yield shares that are to be issued to you in connection with the
reorganization. It is intended to give you the information you need to consider
and vote on the proposed reorganization. You should retain this document for
future reference. A Statement of Additional Information, dated August 8, 2001,
about new High-Yield has been filed with the Commission and is incorporated into
this document by reference. A copy of the Statement of Additional Information
may be obtained without charge upon request by calling us at 1-800-331-8331, or
writing us at American Century Investments, 4500 Main Street, P. O. Box 419200,
Kansas City, Missouri 64141-6200.
The principal executive offices of High-Yield and new High-Yield are located at
American Century Investments, 4500 Main Street, P. O. Box 419200, Kansas City,
Missouri 64141-6200. The funds' telephone number is 1-800-345-2021.
The information contained in this Combined Prospectus/Proxy Statement is
required by rules of the Securities and Exchange Commission, and some of it is
highly technical. If you have any questions about these materials or how to vote
your shares, please call us at 1-800-331-8331. For business, not-for-profit, and
employer-sponsored retirement accounts, please call 1-800-345-3533, ext. 5004.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Combined Prospectus/Proxy Statement is accurate or complete. Any representation
to the contrary is a criminal offense.
6 American Century Investments
No person has been authorized to give any information or to make any
representations other than those contained in this Combined Prospectus/Proxy
Statement and in the materials expressly incorporated herein by reference. If
given or made, such other information or representations must not be relied upon
as having been authorized by High-Yield, new High-Yield or anyone affiliated
with American Century Investments.
PLEASE NOTE THAT THE SPECIAL MEETING OF SHAREHOLDERS WILL BE A BUSINESS MEETING
ONLY AND IS NOT A SHAREHOLDER SEMINAR.
COMPARISON OF CERTAIN INFORMATION REGARDING THE FUNDS
The following chart is provided to show a comparison of certain key attributes
of High-Yield with new High-Yield. For additional information about the funds,
see the section titled "Information About the Funds" starting on page 12.
HIGH-YIELD NEW HIGH-YIELD
- -------------------------------------------------------------------------------------------
Type of Fund Same as new High-Yield High Current Yield Fund
Investment Objective Same as new High-Yield The fund seeks high current
income. As a secondary
objective, the fund seeks capital
appreciation, but only when
consistent with its primary objective
of maximizing current income.
Investment Policies Same as new High-Yield Pursues its objective by investing
primarily in high-yield corporate debt
securities with an emphasis on securities
that are rated below investment grade.
Weighted Average Same as new High-Yield No average maturity limitations, but
Portfolio Maturity typically invests in intermediate- and
long-term bonds.
Credit Quality Same as new High-Yield Below investment-grade
Total Expense Ratio Same as new High-Yield Investor Class 0.90%
Advisor Class 1.15%
C Class 1.65%
Distribution Policy Same as new High-Yield Distributions from net income are
declared daily and paid monthly.
Capital gains distributions are
paid once a year, usually in December.
Purchases and Same as new High-Yield See pages 9-12 of the Investor Class
Exchanges Prospectus, pages 9-10 of the Advisor
Class Prospectus and pages 9-11 of the
C Class Prospectus
Redemption Policies Same as new High-Yield See pages 9-12 of the Investor Class
Prospectus, pages 9-10 of the Advisor
Class Prospectus and pages 9-11 of the C
Class Prospectus
Investment Advisor Same as new High-Yield American Century Investment
Management, Inc. ("ACIM")
Transfer Agent Same as new High-Yield American Century Services
Corporation ("ACSC")
Distributor Same as new High-Yield American Century Investment
Services, Inc. ("ACIS")
Custodians Same as new High-Yield J.P. Morgan Chase and Co., and
Commerce Bank, N.A.
Independent Auditors Deloitte & Touche LLP PricewaterhouseCoopers LLP
Proxy/Prospectus Statement 7
PRIMARY FEDERAL TAX CONSEQUENCES
The exchange of High-Yield shares for new High-Yield shares in the
reorganization will be tax-free to shareholders. We will obtain a tax opinion
confirming that the reorganization will not be a taxable event for shareholders
of either fund for federal income tax purposes. A shareholder's aggregate tax
basis and holding period for new High-Yield shares received in the
reorganization will be identical to the aggregate tax basis and holding period
for the High-Yield shares exchanged in the transaction. The tax consequences of
the reorganization are described in more detail on page 12 of this Combined
Prospectus/Proxy Statement.
RISK FACTORS
Because each of the funds has identical investment objectives and shares
identical investment policies, approaches and procedures, your Board of
Directors does not believe that the reorganization exposes shareholders of new
High-Yield to any new or different risks than they are exposed to as
shareholders of High-Yield. For a discussion of the various investment policies,
approaches and procedures of new High-Yield, and the risks associated therewith,
please see the accompanying Prospectus beginning at page 4.
TRANSACTION AND OPERATING EXPENSE INFORMATION
The tables below compare various shareholder transaction and annual fund
operating expenses of High-Yield as of its most recent fiscal year end (October
31, 2000) with new High-Yield. After the reorganization, the expense levels of
new High-Yield will be the same as those shown for High-Yield (Pro Forma).
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Distribution Total Annual
Management and Service Other Fund Operating
Fee (12b-1) Fees(1) Expenses(2) Expenses
- ---------------------------------------------------------------------------------------------------
High-Yield (Investor) 0.90% None 0.00% 0.90%
- ---------------------------------------------------------------------------------------------------
High-Yield (Investor Pro Forma) 0.90%(3) None 0.00% 0.90%
- ---------------------------------------------------------------------------------------------------
High-Yield (Advisor) 0.65% 0.50% 0.00% 1.15%
- ---------------------------------------------------------------------------------------------------
High-Yield (Advisor Pro Forma) 0.65%(3) 0.50% 0.00% 1.15%
- ---------------------------------------------------------------------------------------------------
High-Yield (C Class) 0.90% 0.75% 0.00% 1.65%
- ---------------------------------------------------------------------------------------------------
High-Yield (C Class Pro Forma) 0.90%(3) 0.75% 0.00% 1.65%
(1) The 12b-1 fee is designed to permit investors to purchase Advisor Class and
C Class shares through broker-dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them for
ongoing recordkeeping and administrative services that would otherwise be
performed by an affiliate of the advisor, and a portion is used to compensate
them for distribution and other shareholder services.
(2) Other expenses, which include the fees and expenses of the fund's
independent directors and their legal counsel, as well as interest, were less
than 0.005% for the most recent fiscal year.
(3) The fee has a stepped-fee schedule. As a result, the fund's management fee
rate generally decreases as fund assets increase.
8 American Century Investments
SHAREHOLDER FEES - C CLASS (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
- -----------------------------------------------------------------------------------
Maximum Deferred Sales Charge (load) (as a percentage of net asset value) 0.75%(1)
(1) The deferred sales charge is contingent on the length of time you have
owned your shares. The charge is 0.75% in the first year after purchase,
declines ratably over the next six months, and is eliminated thereafter.
EXAMPLE
The examples in the table below are intended to help you compare the costs of
investing in the fund with the costs of investing in other mutual funds.
Assuming you . . .
* invest $10,000 in the fund
* redeem all of your shares at the end of the periods shown below
* earn a 5% return each year
* incur the same operating expenses as shown above
. . . your cost of investing in the fund would be:
1 year 3 years 5 years 10 years
- -----------------------------------------------------------------------------------
High-Yield (Investor) $92 $286 $497 $1,104
- -----------------------------------------------------------------------------------
High-Yield (Investor Pro Forma) $92 $286 $497 $1,104
- -----------------------------------------------------------------------------------
High-Yield (Advisor) $117 $364 $630 $1,390
- -----------------------------------------------------------------------------------
High-Yield (Advisor Pro Forma) $117 $364 $630 $1,390
- -----------------------------------------------------------------------------------
High-Yield (C Class) $244 $517 $891 $1,939
- -----------------------------------------------------------------------------------
High-Yield (C Class Pro Forma) $244 $517 $891 $1,939
You would pay the following expenses if you did not redeem your shares.
1 year 3 years 5 years 10 years
- -----------------------------------------------------------------------------------
High-Yield (C Class) $167 $517 $891 $1,939
- -----------------------------------------------------------------------------------
High-Yield (C Class Pro Forma) $167 $517 $891 $1,939
[left margin]
[graphic of pointing finger]
Use this example to compare the costs of investing in other funds. Of course,
your actual costs may be higher or lower.
Proxy/Prospectus Statement 9
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION
SUMMARY OF PLAN OF REORGANIZATION
Subject to receipt of shareholder approval, the reorganization will be carried
out according to the terms of the Agreement and Plan of Reorganization. The
following is a brief summary of some of the important terms of that Agreement.
EFFECTIVE TIME OF THE REORGANIZATION. The Agreement requires that the exchange
of assets for stock take place after the close of business on one business day
but before (or as of) the opening of business on the next business day (the
"Effective Time"). It is currently anticipated that the reorganization will take
place after the close of business on November 30, 2001, but before (or as of)
the opening of business on December 3, 2001. However, the Agreement gives the
officers of the funds the flexibility to choose another date.
EXCHANGE OF ASSETS. After the close of business on November 30, 2001, the fund
will determine the value of its assets and liabilities in the same manner as
described on page 13 of the new High-Yield Investor Class Prospectus, page 11 of
the new High-Yield Advisor Class Prospectus and page 12 of the new High-Yield C
Class Prospectus. The assets and liabilities of High-Yield will then be
transferred to new High-Yield in exchange for that number of full and fractional
shares (rounded to the third decimal place) that have the same aggregate net
asset value as the value of the net assets received in the exchange.
LIQUIDATING DISTRIBUTIONS AND TERMINATION OF HIGH-YIELD. Immediately after the
exchange of its assets for the new High-Yield shares, High-Yield will distribute
pro rata all of the shares received in the exchange to its shareholders of
record at the Effective Time. All of the outstanding shares of High-Yield will
be redeemed and canceled and its stock books closed. As a result, High-Yield
shareholders will become shareholders of new High-Yield.
SHAREHOLDER APPROVAL. Consummation of the reorganization requires approval of
High-Yield shareholders.
REPRESENTATIONS AND WARRANTIES. The Agreement contains representations and
warranties made by High-Yield to new High-Yield concerning High-Yield's
formation and existence under applicable state law, its power to consummate the
reorganization, its qualification as a "regulated investment company" under
applicable tax law, the registration of its shares under federal law and other
matters that are customary in a reorganization of this type. The representations
and warranties terminate at the Effective Time.
CONDITIONS TO CLOSING. The Agreement contains conditions to closing the proposed
reorganization for the benefit of each fund. The conditions include (i) that
High-Yield shareholders approve the proposed reorganization, (ii) that all
representations of the funds be true in all material respects, (iii) receipt of
the tax opinion described on page 12 under the caption "Federal Income Tax
Consequences," and (iv) such other matters as are customary in a reorganization
of this type.
10 American Century Investments
TERMINATION OF AGREEMENT. The Agreement may be terminated by a fund as a result
of the failure by the other fund to meet one of its conditions to closing, or by
mutual consent.
GOVERNING LAW. The Agreement states that it is to be interpreted under
Massachusetts law, the state of organization of new High-Yield.
DESCRIPTION OF THE SECURITIES OF NEW HIGH-YIELD
New High-Yield is a series of shares offered by American Century Investment
Trust. Each series is commonly referred to as a mutual fund. The assets
belonging to each series of shares are held separately by the custodian.
American Century Investment Trust is a Massachusetts business trust, which means
its activities are overseen by a Board of Trustees rather than a Board of
Directors. The function of a Board of Trustees is the same as the function of a
Board of Directors.
Like High-Yield, new High-Yield will offer three classes of shares, the Investor
Class, the Advisor Class, and the C Class, although it may offer additional
classes in the future. The Investor Class of shares of new High-Yield has no
up-front charges, commissions or 12b-1 fees. The Advisor Class of shares has no
up-front fees, charges or commissions, but carries a 0.50% 12b-1 fee to pay for
shareholder services and distribution costs. The C Class of shares has no
up-front fees, charges or commissions, but carries a 0.75% deferred sales
charge and a 0.75% 12b-1 fee to pay for shareholder services and distribution
costs.
Your Board of Directors believes there are no material differences between the
rights of a High-Yield shareholder and the rights of a new High-Yield
shareholder. Each share, irrespective of series or class of a series, is
entitled to one vote for each dollar of net asset value applicable to such share
on all questions, except for those matters that must be voted on separately by
the series or class of a series affected. Matters affecting only one class of a
series are voted upon only by that series or class.
Shares have non-cumulative voting rights, which means that the holders of more
than 50% of the votes cast in an election of trustees can elect all of the
trustees if they choose to do so, and in such event the holders of the remaining
votes will not be able to elect any person or persons to the Board of Trustees.
Unless required by the Investment Company Act of 1940, it is not necessary for
new High-Yield to hold annual meetings of shareholders. As a result,
shareholders may not vote each year on the election of trustees or the
appointment of auditors. However, pursuant to each fund's bylaws, the holders of
at least 10% of the votes entitled to be cast may request the fund to hold a
special meeting of shareholders.
REASONS SUPPORTING THE REORGANIZATION
The Reorganization is part of a broader restructuring program proposed by
American Century Investment Management, Inc. ("ACIM") to respond to changing
industry conditions and investor needs and desires in the fixed-income area. The
mutual fund industry has grown dramatically over the last ten years. During this
period of rapid growth, investment managers have expanded the range of
fixed-income fund offerings that they make available to investors in an effort
to meet and anticipate the
Proxy/Prospectus Statement 11
growing and changing needs and desires of an increasingly large and dynamic
group of investors. The family of funds advised by ACIM has followed this
pattern. With this expansion, however, has come increased complexity and
competition among fixed-income mutual funds, as well as increased confusion
among investors.
As a result, ACIM has sought ways to restructure and streamline the management
and operations of the funds it advises. ACIM believes and has advised the Board
of Directors that the consolidation of certain ACIM-advised funds would benefit
fund shareholders. ACIM has, therefore, proposed the consolidation of a number
of ACIM-advised funds that ACIM believes have similar or compatible investment
objectives and policies. In many cases, the proposed consolidations are designed
to eliminate the substantial overlap in current offerings by the American
Century family of funds. Consolidation plans are proposed for other American
Century funds that have not gathered enough assets to operate efficiently and,
therefore, face the risk of closure and resulting tax liability for many
shareholders. ACIM believes that these consolidations may help to enhance
investment performance and increase efficiency of operations.
If the other components of the broader restructuring of American Century's
lineup are implemented, High-Yield would remain as the only fixed-income fund
supervised by its current Board of Directors. To reduce duplicative reporting
responsibilities and achieve investment management and operational efficiencies,
ACIM recommended that the Board of Directors approve the reorganization to
consolidate all fixed-income fund reporting under a single board. The Board of
Directors reviewed the expense ratios of the funds and the projected expenses of
the surviving fund, the benefits that may result to ACIM and its affiliates if
the Reorganization is consummated; and the tax consequences of the
Reorganization. The Board of Directors recognized that fees would be
substantially the same following the reorganization, the portfolio management
team would be unchanged, and that the direct costs of the reorganization would
be borne entirely by ACIM.
The Board of Directors concluded that the Reorganization is in the best
interests of the shareholders of High-Yield, and that no dilution of value would
result to the shareholders of the fund from the Reorganization. The Board of
Directors, including those who are not "interested persons" (as defined in the
1940 Act), approved the Plan and recommended that shareholders of High-Yield
vote to approve the Reorganization.
FOR THE REASONS DISCUSSED ABOVE, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR THE PLAN.
FEDERAL INCOME TAX CONSEQUENCES
Consummation of the reorganization is subject to the condition that we receive a
tax opinion to the effect that for federal income tax purposes (i) no gain or
loss will be recognized by you, High-Yield or new High-Yield, (ii) your basis in
the new High-Yield shares that you receive will be the same in the aggregate as
your basis in the High-Yield shares held by you immediately prior to the
reorganization, and (iii) your holding period for the new High-Yield shares will
include your holding period for your High-Yield shares.
12 American Century Investments
We have not sought a tax ruling from the Internal Revenue Service, but are
relying upon the tax opinion referred to above. That opinion is not binding on
the IRS and does not preclude it from taking a contrary position. The opinion
does not cover state or local taxes and you should consult your own advisers
concerning the potential tax consequences.
CAPITALIZATION (unaudited)
As of April 30, 2001 High Yield New High-Yield Shell High Yield Pro Forma Combined
- --------------------------------------------------------------------------------------------------
Investor Class
Net Assets $34,797,499 $0 $34,797,499
Shares Outstanding 5,059,374 0 5,059,374
Net Asset Value Per Share $6.88 $6.88
INFORMATION ABOUT THE FUNDS
Complete information about new High-Yield and High-Yield is contained in their
Prospectuses. The new High-Yield Prospectus dated August 8, 2001, is included
with this Prospectus/Proxy Statement, and the High-Yield Prospectus dated
March 1, 2001 (Investor and Advisor Classes) and May 1, 2001 (C Class), is
available to you at no charge by calling us at 1-800-331-8331. The content of
both Prospectuses is incorporated into this document by reference. Below is a
list of types of information about new High-Yield and High-Yield and the pages
in their Prospectuses where the information can be found.
INFORMATION ABOUT THE
FOLLOWING ITEMS CAN BE FOUND ON THE FOLLOWING PAGES
- --------------------------------------------------------------------------------------------------------------
New New New
High-Yield High-Yield High-Yield High-Yield High-Yield High-Yield
Investor Advisor C Investor Advisor C
Class Class Class Class Class Class
- --------------------------------------------------------------------------------------------------------------
An Overview of the Funds 2 2 2 2 2 2
Fees and Expenses 4 4 4 3 3 3
Objectives, Strategies and Risks 5 5 5 4 4 4
Management 8 8 8 7-8 7-8 7-8
Investing with American Century 9-12 9-10 9-11 9-12 9-10 9-11
Share Price and Distributions 13 11 12 13 11 12
Taxes 14 12 13 14-15 12 13-14
Multiple Class Information 15 13 15 16 13 15
Financial Highlights 16-17 14-15 16-17 N/A N/A N/A
FUNDAMENTAL INVESTMENT POLICIES
Fundamental investment policies contained in the new High-Yield Statement of
Additional Information dated August 8, 2001, and the investment objectives of
the fund may not be changed without shareholder approval. The Board of Trustees
may change any other policies and investment strategies.
Proxy/Prospectus Statement 13
INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION
This Combined Prospectus/Proxy Statement is being furnished in connection with
the solicitation of proxies by the Board of Directors of High-Yield. Proxies may
be solicited by officers and employees of the investment advisor of the funds,
their affiliates and employees. American Century Investment Management, Inc. has
hired Alamo Direct to act as proxy solicitor for the reorganization. It is
anticipated that the solicitation of proxies will be primarily by mail,
telephone, facsimile or other electronic means, or personal interview.
Authorizations to execute proxies may be obtained by telephonic or
electronically transmitted instructions in accordance with procedures designed
to authenticate the shareholder's identity and to confirm that the shareholder
has received the Combined Prospectus/Proxy Statement and proxy card. If you have
any questions regarding voting your shares or the proxy, please call us at
1-800-331-8331. For business, not-for-profit, and employer-sponsored retirement
accounts, please call 1-800-345-3533, ext. 5004.
VOTING AND REVOCATION OF PROXIES
The fastest and most convenient way to vote your shares is to complete, sign and
mail the enclosed proxy voting card to us in the enclosed envelope. If you have
access to the Internet, you can vote online by accessing the website listed on
the proxy card (you will need the control number that appears on the right-hand
side of your proxy card). You also may vote by telephone by calling the
toll-free number listed on your proxy card. In addition, you may vote by faxing
both sides of the completed proxy card to the toll-free number listed on the
proxy card. Your prompt response will help us obtain a quorum for the meeting
and avoid the cost of additional proxy solicitation efforts. If you return your
proxy to us, we will vote it EXACTLY as you tell us. If you simply sign the card
and return it, we will follow the recommendation of the Board of Directors and
vote "FOR" the reorganization.
Any shareholder giving a proxy may revoke it at any time before it is exercised
using any of the voting procedures described on the proxy vote card or by
attending the meeting and voting in person.
RECORD DATE
Only High-Yield shareholders of record at the close of business on August 10,
2001, will be entitled to vote at the meeting. The number of outstanding votes
entitled to vote at the meeting or any adjournment of the meeting as of the
close of business on July 13, 2001 is:
High-Yield 35,426,519
Because the record date is August 10, 2001, the total number of votes at the
meeting may be different.
14 American Century Investments
QUORUM
A quorum is the number of shareholders legally required to be at a meeting in
order to conduct business. The quorum for the Special Shareholders Meeting is
50% of the outstanding shares of High-Yield entitled to vote at the meeting.
Shares may be represented in person or by proxy. Proxies properly executed and
marked with a negative vote or an abstention will be considered to be present at
the meeting for the purposes of determining the existence of a quorum for the
transaction of business. If a quorum is not present at the meeting, or if a
quorum is present at the meeting but sufficient votes are not received to
approve the Agreement and Plan of Reorganization, the persons named as proxies
may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares affected by the adjournment that are represented
at the meeting in person or by proxy. If a quorum is not present, the persons
named as proxies will vote those proxies for which they are required to vote FOR
the Agreement and Plan of Reorganization in favor of such adjournments, and will
vote those proxies for which they are required to vote AGAINST such proposals
against any such adjournments.
SHAREHOLDER VOTE REQUIRED
The Agreement and Plan of Reorganization must be approved by the holders of a
majority of the outstanding votes of High-Yield present at the meeting in person
or by proxy in accordance with the provisions of its Articles of Incorporation
and the requirements of the Investment Company Act of 1940. The term "majority
of the outstanding shares" means more than 50% of its outstanding shares present
at the meeting in person or by proxy.
In tallying shareholder votes, abstentions and broker non-votes (i.e., proxies
sent in by brokers and other nominees that cannot be voted on a proposal because
instructions have not been received from the beneficial owners) will be counted
for purposes of determining whether or not a quorum is present for purposes of
convening the meeting. Abstentions and broker non-votes will, however, be
considered to be a vote against the Agreement and Plan of Reorganization.
The approval of the reorganization by the shareholders of new High-Yield is not
being solicited because their approval is not legally required.
COST OF PROXY SOLICITATION
The cost of the proxy solicitation and shareholder meeting will be borne by
American Century Investment Management, Inc. and NOT by the shareholders of the
funds.
CERTAIN SHAREHOLDERS
The following table lists, as of July 13, 2001, the names, addresses and
percentage of ownership of each person who owned of record or is known by either
fund to own beneficially 5% or more of any class of High-Yield or new
High-Yield. The percentage of shares to be owned after consummation of the
reorganization is based upon their holdings and the outstanding shares of both
funds as of July 13, 2001. Beneficial ownership information is not required to
be disclosed to the funds, so to the extent that information is provided below,
it is done so using the best information that the funds have been provided.
Proxy/Prospectus Statement 15
Number of Percent of Percent Owned After
Shareholder Name and Address Shares Owned Ownership Reorganization
- ---------------------------------------------------------------------------------------
High-Yield
Investor
Charles Schwab & Co. 424,080 8% 8%
San Francisco, California
Morgan Guaranty Trust of New York 285,672 5% 5%
Newark, Delaware
As of July 13, 2001, the directors and officers of the issuer of High-Yield, as
a group, owned less than 1% of the outstanding shares of High-Yield. As of July
13, 2001, the trustees and officers of the issuer of new High-Yield, as a group,
owned less than 1% of the outstanding shares of new High-Yield.
APPRAISAL RIGHTS
Shareholders of High-Yield are not entitled to any rights of share appraisal
under its Articles of Incorporation, or under the laws of the State of Maryland.
Shareholders have, however, the right to redeem their High-Yield shares until
the reorganization. Thereafter, shareholders may redeem the new High-Yield
shares they received in the reorganization at new High-Yield's net asset value
as determined in accordance with its then-current prospectus.
ANNUAL MEETINGS
New High-Yield does not intend to hold annual meetings of shareholders.
Shareholders of new High-Yield have the right to call a special meeting of
shareholders and such meeting will be called when requested in writing by the
holders of record of 10% or more of the fund's votes. To the extent required by
law, American Century Investment Trust will assist in shareholder communications
on such matters.
High-Yield does not intend to hold an annual meeting of shareholders this year
for the election of directors or the ratification of the appointment of
auditors.
ADDITIONAL INFORMATION
Information about High-Yield is incorporated into this document by reference
from its Investor Class and Advisor Class Prospectuses, each dated March 1,
2001, and from its C Class Prospectus and its Statement of Additional
Information, each dated May 1, 2001, and information about new High-Yield is
incorporated herein by reference from its Prospectus and Statement of Additional
Information, each dated August 8, 2001. A copy of the new High-Yield Prospectus
accompanies this document, and a copy of the High-Yield Prospectus, the funds'
Statement of Additional Information or the funds' most recent annual and
semiannual reports may be obtained without charge by calling us at
1-800-331-8331.
Reports and other information filed by High-Yield and new High-Yield may be
inspected and copied at the Public Reference Facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such materials may
be obtained by mail from the Public Reference Branch, Office of Consumer Affairs
and
16 American Century Investments
Information Services, Securities and Exchange Commission, Washington, D.C.
20549, at prescribed rates. This information may also be obtained from the EDGAR
database at www.sec.gov, or by email request at publicinfo@sec.gov.
LITIGATION
Neither High-Yield nor new High-Yield is involved in any litigation or
proceeding.
OTHER BUSINESS
The Board of Directors is not aware of any other business to be brought before
the meeting. However, if any other matters come before the meeting, it is the
intention that proxies that do not contain specific restrictions to the contrary
will be voted on such matters in accordance with the judgment of the persons
named in the enclosed form of proxy.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to us at the address or telephone number
set forth on the cover page of this Combined Prospectus/Proxy Statement.
SHAREHOLDERS ARE REQUESTED TO DATE AND SIGN EACH ENCLOSED PROXY AND RETURN IT IN
THE ENCLOSED ENVELOPE. PLEASE RETURN YOUR PROXY CARD EVEN IF YOU ARE PLANNING TO
ATTEND THE MEETING. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE - HIGH-YIELD
Provided that the reorganization is approved by shareholders, new High-Yield
will inherit the performance history of High-Yield. Accordingly, the following
are excerpts of management's discussion of fund performance from the High-Yield
Annual Report dated October 31, 2000. For a complete copy of the report, please
call us at 1-800-331-8331.
REPORT HIGHLIGHTS
* High-Yield's return reflected the difficult environment for high-yield
bonds.
* The fund's greater exposure to the telecommunications sector dampened
performance after helping High-Yield outperform during the previous
fiscal year.
* A smaller exposure to upper-tier bonds rated BBB or BB than either the
benchmark or Lipper group also limited fund returns.
* High-Yield's gaming and energy-related holdings performed well amid
general economic prosperity and rising oil costs.
* We increased the portfolio's diversity and reduced its holdings of
non-rated bonds to better insulate performance.
* Going forward, we plan to increase the portfolio's upper-tier holdings.
Proxy/Prospectus Statement 17
HIGH-YIELD
Total Returns: AS OF 10/31/00
6 Months -9.46%*
1 Year -7.08%
30-Day SEC Yield: 13.02%
Net Assets: $25.1 million
Inception Date: 9/30/97
Ticker Symbol: ABHIX
* Not annualized.
OUR MESSAGE TO YOU
The year ended October 31, 2000, was an unusual one in the U.S. financial
markets. Volatility stemming from high valuations and weakening corporate
profits roiled the stock market, while the Treasury Department's efforts to
reduce the national debt helped government bonds rally. High-yield corporate
bonds, which tend to act like a mix between stocks and bonds, performed
somewhere in between those two extremes. Our investment professionals discuss
the challenging investment environment and the fund's performance in detail
below.
Turning to corporate matters, Chase Manhattan Corp. recently announced plans to
acquire J.P. Morgan & Co., a substantial minority shareholder in American
Century Companies, Inc. since 1998. If the transaction is completed as expected,
J.P. Morgan Chase, the new enterprise, will own the shares of American Century
currently held by Morgan. Corporate control of American Century is not affected
by this transaction. We will be exploring ways to partner with J.P. Morgan Chase
for the benefit of fund shareholders.
In other corporate matters, some American Century executives have assumed
important new responsibilities. For example, we chose to share the chairman of
the board position and named American Century President William M. Lyons chief
executive officer, giving him ultimate management responsibility for the entire
company.
These changes, plus the promotion of some key investment professionals,
strengthen the leadership of our investment management area and allow us to
pursue additional worthwhile endeavors. For example, Jim Stowers III will focus
more on product innovation (in particular, leveraging our earnings-acceleration
screening system to build the next generation of portfolio management
technologies). However, his first priority will continue to be his active
participation on the investment teams responsible for the Ultra and Veedot
funds.
As always, we appreciate your continued confidence in American Century.
Sincerely,
/s/James E Stowers, Jr. /s/James E. Stowers III
James E. Stowers, Jr. James E. Stowers III
Chairman of the Board and Founder Co-Chairman of the Board
18 American Century Investments
PERFORMANCE & PORTFOLIO INFORMATION (Investor Class only)
TOTAL RETURNS AS OF OCTOBER 31, 2000
DLJ HIGH YIELD HIGH CURRENT YIELD FUNDS(2)
HIGH-YIELD INDEX AVERAGE RETURN FUND'S RANKING
================================================================================
6 MONTHS(1) -9.46% -2.17% -3.83% --
1 YEAR -7.08% -0.99% -2.77% 306 OUT OF 357
================================================================================
AVERAGE ANNUAL RETURNS
3 YEARS -1.56% 0.75% -0.56% 157 OUT OF 217
LIFE OF FUND -1.64% 0.69% -0.66% 151 OUT OF 211
The fund's inception date was 9/30/97.
(1) Returns for periods less than one year are not annualized.
(2) According to Lipper Inc., an independent mutual fund ranking service.
[mountain graph - data below]
PERFORMANCE OF $10,000 OVER LIFE OF FUND
Value on 10/31/00
DLJ High Yield Index $10,213
High-Yield $9,503
High-Yield DLJ High Yield Index
DATE VALUE VALUE
9/30/1997 $10,000 $10,000
12/31/1997 $10,180 $10,173
3/31/1998 $10,675 $10,529
6/30/1998 $10,725 $10,595
9/30/1998 $9,955 $9,929
12/31/1998 $10,052 $10,228
3/31/1999 $10,417 $10,452
6/30/1999 $10,453 $10,549
9/30/1999 $10,291 $10,374
12/31/1999 $10,642 $10,596
3/31/2000 $10,511 $10,442
6/30/2000 $10,412 $10,470
9/30/2000 $10,105 $10,527
10/31/2000 $9,503 $10,213
$10,000 investment made 9/30/97
The graph at left shows the performance of a $10,000 investment over the life of
the fund. The DLJ High Yield Index is provided for comparison. High-Yield's
total return includes operating expenses (such as transaction costs and
management fees) that reduce returns, while the total return of the index does
not. Past performance does not guarantee future results. Investment return and
principal value will fluctuate, and redemption value may be more or less than
original cost.
[bar graph - data below]
ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDED OCTOBER 31)
High-Yield DLJ High-Yield Index
DATE RETURN RETURN
10/31/1997* -0.37% -0.13%
10/31/1998 -4.09% -2.65%
10/31/1999 7.03% 6.09%
10/31/2000 -7.08% -0.99%
* From 9/30/97 (the fund's inception date) to 10/31/97.
Proxy/Prospectus Statement 19
YIELD AS OF OCTOBER 31, 2000 PORTFOLIO AT A GLANCE
30-Day SEC Yield 13.02% 10/31/00 10/31/99
Number of Securities 62 63
Weighted Average
Maturity 5.8 yrs 6.6 yrs
Average Duration 4.5 yrs 4.9 yrs
Expense Ratio 0.90% 0.90%
MANAGEMENT Q&A
An interview with Theresa Fennell, a portfolio manager on the High-Yield fund
investment team.
HOW DID HIGH-YIELD PERFORM DURING THE YEAR ENDED OCTOBER 31, 2000?
The fund's return reflected the difficult environment for high-yield bonds.
High-Yield fell 7.08%, compared with the 2.77% average decline of the 357 "High
Current Yield Funds" tracked by Lipper Inc. High-Yield's benchmark, the DLJ High
Yield Index, lost 0.99%.
WHY THE SIZABLE DISPARITY BETWEEN THE BENCHMARK AND FUND RETURNS?
High-Yield generally maintains a smaller concentration in top-tier names (bonds
rated BBB or BB by at least two major independent bond rating agencies) than
does the benchmark. That was a problem because most top-tier bonds held their
values better than middle-tier bonds (those rated B or CCC) or lower-credit
bonds (those rated CC or lower).
Top-tier bonds comprised 10% to 15% of High-Yield's portfolio throughout most of
the 12 months. By comparison, the benchmark held a 28% weighting in such bonds
at the end of October. So High-Yield underperformed for some of the same reasons
that it outpaced the benchmark during the year ended October 31, 1999.
HOW ABOUT COMPARED WITH THE LIPPER GROUP AVERAGE?
The portfolio's greater exposure to telecommunications bonds certainly factored
into our underperformance. After performing well during 1999 and early 2000,
telecommunications bonds tumbled. Telecom companies that failed to meet
financial and operational targets found themselves unable to secure additional
funds. Even companies that hit their targets faced tough times as investors
painted the entire industry with the same broad brush.
Our smaller exposure to upper-tier names was another reason that the fund lagged
the Lipper group. High-Yield outperformed its peer group average the previous
fiscal year by underweighting the upper-tier sector.
CAN YOU ELABORATE ON WHY HIGH-YIELD HELD FEWER UPPER-TIER BONDS DURING THE PAST
YEAR?
Net fund assets shrank from $33.5 million at the start of November 1999, to
$25.1 million at the end of October 2000. We generally sold lower-rated bonds to
meet those withdrawals. But we also sold some upper-tier bonds of companies that
we expected to perform poorly. The net result of those combined sales was that
the portfolio was underweight in higher-credit securities.
20 American Century Investments
WERE THERE ANY BRIGHT SPOTS?
Yes. For example, we bought bonds issued by The Venetian - a resort/hotel/casino
in Las Vegas - that performed very well. We picked up some of the company's
bonds in April at a discounted (below face value) price. We took advantage of
the opportunity because we expected the company's earnings to improve. And after
a slow start, that's exactly what happened. In fact, we recently sold some of
those bonds at a premium (above face value).
Most of our energy-related holdings performed well, too. For example, we held
bonds and preferred stock (shares that pay dividends and take preference over
common stock in the event of bankruptcy) of R&B Falcon Corp., an offshore oil
and natural gas drilling company. As we anticipated, rising oil costs boosted
the securities' performance. Returns for R&B Falcon securities were further
enhanced when the world's largest offshore drilling contractor agreed to
purchase the company in August.
WHAT OTHER STRATEGIES DID YOU EMPLOY?
We increased the portfolio's diversity and reduced its holdings of non-rated
bonds. In other words, we trimmed the number of bonds from each of the companies
we held to less than 2% of fund assets. We used the proceeds to add a few
additional names and sold some non-rated bonds at the same time. That strategy
decreased the portfolio's potential exposure to credit risk from individual
companies. The difficult market environment made those steps seem like prudent
ones.
SPEAKING OF THE MARKET ENVIRONMENT, WHAT'S YOUR OUTLOOK FOR HIGH-YIELD BONDS?
The near-term outlook is rather gloomy. Economic growth is slowing, as was amply
demonstrated by the latest wave of corporate earnings reports. Corporate profit
growth may continue to slow going forward. In addition, banks continue to
tighten their lending standards. That makes it more difficult for high-yield
companies to obtain financing. Plus, the increased percentage of high-yield
bonds trading at so-called distressed levels (bonds yielding 10 percentage
points or more above 10-year Treasurys) cold be a harbinger of a higher default
rate.
However, there are some potential factors that could lead to improved
performance down the road. Yields on many high-yield bonds currently exceed 13%.
We think that's an extremely competitive yield that offers stock-like return
potential. Plus, if economic growth continues to moderate into 2001, the Federal
Reserve might reduce short-term interest rates. That would likely decrease
borrowing costs for high-yield bond issuers and could translate into better
performance.
WITH THOSE POINTS IN MIND, WHAT ARE YOUR PLANS FOR THE PORTFOLIO?
We plan to increase our upper-tier holdings. We believe upper-tier bonds will
hold their values better if concerns about corporate profits persist in light of
slower economic growth. These securities should also be some of the first to
benefit if market sentiment shifts and high-yield securities come back into
favor.
We expect to trim our positions in middle-tier securities when attractive
opportunities present themselves to accomplish that objective. That should help
mitigate exposure to any individual company and help reduce the fund's overall
volatility.
Proxy/Prospectus Statement 21
PORTFOLIO COMPOSITION BY CREDIT RATING
(as of 10/31/00)
AAA 0%
BBB 4%
BB 11%
B 74%
CCC 9%
Unrated 2%
PORTFOLIO COMPOSITION BY CREDIT RATING
(as of 4/30/00)
AAA 7%
BBB 1%
BB 8%
B 67%
CCC 12%
Unrated 5%
22 American Century Investments
Notes
Proxy/Prospectus Statement 23
SH-BKT-26478 0108
AMERICAN CENTURY MUTUAL FUNDS, INC.
American Century Investments
4500 Main Street
P.O. Box 419200
Kansas City, Missouri 64141-6200
1-800-331-8331
AMERICAN CENTURY GOVERNMENT INCOME TRUST
American Century Investments
4500 Main Street
P.O. Box 419200
Kansas City, Missouri 64141-6200
1-800-331-8331
Statement of Additional Information
2001 Special Meeting of Shareholders of American Century Mutual Funds, Inc.
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the Combined Proxy Statement/Prospectus dated August
22, 2001 for the Special Meeting of Shareholders to be held on November 16,
2001. Copies of the Combined Proxy Statement/Prospectus may be obtained at no
charge by calling 1-800-331-8331.
Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in the Combined Proxy
Statement/Prospectus.
Further information about new High-Yield is contained in and incorporated
herein by reference to its Statement of Additional Information dated August 8,
2001. As a new fund, new High-Yield did not have financial information as of the
fiscal year end.
Further information about High-Yield is contained in and incorporated
herein by reference to its Statement of Additional Information dated March 1,
2001. The audited financial statements and related independent accountant's
report for High-Yield contained in the Annual Report dated October 31, 2000 are
incorporated herein by reference. No other parts of the Annual Report are
incorporated by reference herein.
The date of this Statement of Additional Information is August 22, 2001.
TABLE OF CONTENTS
General Information
GENERAL INFORMATION
The shareholders of High-Yield are being asked to approve or disapprove an
Agreement and Plan of Reorganization (the "Reorganization Agreement")
dated as of August 8, 2001 between American Century Mutual Funds, Inc. and
American Century Government Income Trust and the transactions contemplated
thereby. The Reorganization Agreement contemplates the transfer of all of the
assets and liabilities of High-Yield to new High-Yield in exchange for full and
fractional shares representing interests in new High-Yield. The shares issued by
new High-Yield will have an aggregate net asset value equal to the aggregate net
asset value of the shares of High-Yield that are outstanding immediately before
the Effective Time of the Reorganization.
Following the exchange, High-Yield will make a liquidating distribution to
its shareholders of the new High-Yield shares received in the exchange. Each
shareholder owning shares of High-Yield at the Effective Time of the
reorganization will receive shares of New High-Yield of equal value.
The Special Meeting of Shareholders to consider the Reorganization
Agreement and the related transactions will be held at 10:00 a.m. Central time
on November 16, 2001 at American Century Tower I, 4500 Main Street, Kansas City,
Missouri. For further information about the transaction, see the Combined Proxy
Statement/Prospectus.
AMERICAN CENTURY INVESTMENT TRUST
PART C OTHER INFORMATION
Item 15. Indemnification.
As stated in Article VII, Section 3 of the Declaration of Trust,
incorporated herein by reference to Exhibit 1 to the Registration
Statement, "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 or she becomes
involved by virtue of his or her 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 adopted by the Board of Trustees."
Registrant hereby incorporates by reference, as though set forth fully
herein, Article II, Section 16 of the Registrant's Amended and
Restated Bylaws, dated March 9, 1998, appearing as Exhibit b2 to
Post-Effective Amendment No. 23 to the Registration Statement of
American Century Municipal Trust on March 26, 1998, File No. 2-91229.
The Registrant has purchased an insurance policy insuring its officers
and directors against certain liabilities which such officers and
directors may incur while acting in such capacities and providing
reimbursement to the Registrant for sums which it may be permitted or
required to pay to its officers and directors by way of
indemnification against such liabilities, subject in either case to
clauses respecting deductibility and participation.
Item 16. Exhibits (all exhibits not filed herewith are being incorporated
herein by reference).
(1) (a) Amended and Restated Declaration of Trust, restated March 1, 1998
and amended March 1, 1999 (filed electronically as Exhibit a to
Post-Effective Amendment No. 7 to the Registration Statement on April
1, 1999, File No. 33-65170).
(b) Amendment No. 1 to the Declaration of Trust dated March 6, 2001
(filed electronically as Exhibit a2 to Post-Effective Amendment No. 12
to the Registration Statement on April 19, 2001, File No. 33-65170).
(c) Amendment No. 2 to the Declaration of Trust (filed electronically
as Exhibit a3 to Post-Effective Amendment No. 15 to the Registration
Statement, on August 7, 2001, File No. 33-65170).
(2) Amended and Restated Bylaws dated March 9, 1998 (filed electronically
as Exhibit b2 to Post-Effective Amendment No. 23 to the Registration
Statement of American Century Municipal Trust on March 26, 1998, File
No. 2-91229).
(3) Not applicable.
(4) Agreement and Plan of Reorganization is filed herein.
(5) Not applicable.
(6) (a) Management Agreement (Investor Class) between American Century
Investment Trust and American Century Investment Management, Inc.,
dated August 1, 1997 (filed electronically as Exhibit 5 to
Post-Effective Amendment No. 33 to the Registration Statement of
American Century Government Income Trust on July 31, 1997, File No.
2-99222).
(b) Amendment to the Management Agreement (Investor Class) between
American Century Investment Trust and American Century Investment
Management, Inc., dated March 31, 1998 (filed electronically as
Exhibit 5b to Post-Effective Amendment No. 23 to the Registration
Statement of American Century Municipal Trust on March 26, 1998, File
No. 2-91229).
(c) Amendment to the Management Agreement (Investor Class) between
American Century Investment Trust and American Century Investment
Management, Inc., dated July 1, 1998 (filed electronically as Exhibit
d3 to Post-Effective Amendment No. 39 to the Registration Statement of
American Century Government Income Trust on July 28, 1999, File No.
2-99222).
(d) Amendment No. 1 to the Management Agreement (Investor Class)
between American Century Investment Trust and American Century
Investment Management, Inc., dated September 16, 2000 (filed
electronically as Exhibit d4 to Post-Effective Amendment No. 30 to the
Registration Statement of American Century California Tax-Free and
Municipal Funds on December 29, 2000, File No. 2-82734).
(e) Amendment No. 2 to the Management Agreement (Investor Class)
between American Century Investment Trust and American Century
Investment Management, Inc. (filed electronically as Exhibit d5 to
Post-Effective Amendment No. 44 to the Registration Statement of
American Century Government Income Trust, on July 31, 2001, File No.
2-99222).
(f) Management Agreement (Advisor Class) between American Century
Investment Trust and American Century Investment Management, Inc.,
dated August 1, 1997 and amended as of June 1, 1998 (filed
electronically as Exhibit d3 to Post-Effective Amendment No. 9 to the
Registration Statement of the Registrant on June 30, 1999, File No.
33-65170).
(g) Amendment No. 1 to the Management Agreement (Advisor Class)
between American Century Investment Trust and American Century
Investment Management, Inc. (filed electronically as Exhibit d6 to
Post-Effective Amendment No. 36 to the Registration Statement of
American Century Target Maturities Trust on April 18, 2001, File No.
2-94608).
(h) Amendment No. 2 to the Management Agreement (Advisor Class)
between American Century Investment Trust and American Century
Investment Management, Inc. dated August 1, 2001 (filed electronically
as Exhibit d8 to Post-Effective Amendment No. 44 to the Registration
Statement of American Century Government Income Trust, on July 31,
2001, File No. 2-99222).
(i) Management Agreement (C Class) between American Century Target
Maturities Trust, American Century California Tax-Free and Municipal
Funds, American Century Government Income Trust, American Century
Investment Trust, American Century Quantitative Equity Funds, American
Century Municipal Trust and American Century Investment Management
Inc., dated September 16, 2000 (filed electronically as Exhibit d6 to
Post-Effective Amendment No. 35 to the Registration Statement of
American Century Target Maturities Trust on April 17, 2001, File No.
2-94608).
(j) Amendment No. 1 to the Management Agreement (C Class) between
American Century Target Maturities Trust, American Century California
Tax-Free and Municipal Funds, American Century Government Income
Trust, American Century Investment Trust, American Century
Quantitative Equity Funds, American Century Municipal Trust and
American Century Investment Management, Inc. dated August 1, 2001
(filed electronically as Exhibit d10 to Post-Effective Amendment No.
44 to the Registration Statement of American Century Government Income
Trust, on July 31, 2001, File No. 2-99222).
(k) Management Agreement (Institutional Class) between American
Century Quantitative Equity Funds and American Century Investment
Management, Inc., dated August 1, 1997 (filed electronically as an
exhibit to Post-Effective Amendment No. 20 to the Registration
Statement of American Century Quantitative Equity Funds on August 29,
1997, File No. 33-19589).
(l) Amendment to Management Agreement (Institutional Class) between
American Century Quantitative Equity Funds and American Century
Investment Management, Inc., dated July 1, 1998 (filed electronically
as Exhibit d6 to Post-Effective Amendment No. 27 to the Registration
Statement of American Century Quantitative Equity Funds on April 27,
2000, File No. 33-19589).
(m) Amendment No. 1 to the Management Agreement (Institutional Class)
between American Century Quantitative Equity Funds, American Century
Investment Trust and American Century Investment Management, Inc.
dated August 1, 2001 (filed electronically as Exhibit d13 to
Post-Effective Amendment No. 15 to the Registration Statement, on
August 7, 2001, file No. 33-65170).
(7) (a) Distribution Agreement between American Century Investment Trust
and American Century Investment Services, Inc., dated March 13, 2000
(filed electronically as Exhibit e7 to Post-Effective Amendment No. 17
to the Registration Statement of American Century World Mutual Funds,
Inc. on March 30, 2000, File No. 33-39242).
(b) Amendment No. 1 to the Distribution Agreement between American
Century Investment Trust and American Century Investment Services,
Inc., dated June 1, 2000 (filed electronically as Exhibit e9 to
Post-Effective Amendment No. 19 to the Registration Statement of
American Century World Mutual Funds, Inc., on May 24, 2000, File No.
33-39242).
(c) Amendment No. 2 to the Distribution Agreement between American
Century Investment Trust and American Century Investment Services,
Inc., dated November 20, 2000 (filed electronically as Exhibit e10 to
Post-Effective Amendment No. 29 to the Registration Statement of
American Century Variable Portfolios, Inc. on December 1, 2000, File
No. 33-14567).
(d) Amendment No. 3 to the Distribution Agreement between American
Century Investment Trust and American Century Investment Services,
Inc., dated March 1, 2001 (filed electronically as Exhibit e4 to
Post-Effective Amendment No. 35 to the Registration Statement of
American Century Target Maturities Trust on April 17, 2001, File No.
2-94608).
(e) Amendment No. 4 to the Distribution Agreement between American
Century Investment Trust and American Century Investment Services,
Inc., dated April 30, 2001 (filed electronically as Exhibit e5 to
Post-Effective Amendment No. 35 to the Registration Statement of
American Century Target Maturities Trust on April 17, 2001, File No.
2-94608).
(f) Amendment No. 5 to the Distribution Agreement between American
Century Investment Trust and American Century Investment Services,
Inc. (filed as Exhibit e6 to Post-Effective Amendment No. 21 to the
Registration Statement of American Century Capital Portfolios, Inc.,
on July 30, 2001, File No. 33-64872).
(g) Amendment No. 6 to the Distribution Agreement between American
Century Investment Trust and American Century Investment Services,
Inc. (filed as Exhibit e7 to Post-Effective Amendment No. 21 to the
Registration Statement of American Century Capital Portfolios, Inc.,
on July 30, 2001, File No. 33-64872).
(8) Not applicable.
(9) (a) Master Agreement by and between Commerce Bank N.A. and Twentieth
Century Services, Inc., dated January 22, 1997 (filed electronically
as Exhibit B8e to Post-Effective Amendment No. 76 to the Registration
Statement of American Century Mutual Funds, Inc., on February 28,
1997, File No. 2-14213).
(b) Global Custody Agreement between American Century Investments and
The Chase Manhattan Bank, dated August 9, 1996 (filed electronically
as Exhibit B8 to Post-Effective Amendment No. 31 to the Registration
Statement of the American Century Government Income Trust on February
7, 1997, File No. 2-99222).
(c) Amendment to Global Custody Agreement between American Century
Investments and The Chase Manhattan Bank, dated December 9, 2000
(filed electronically as Exhibit g2 to Pre-Effective Amendment No. 2
to the Registration Statement of American Century Variable Portfolios
II, Inc., on January 9, 2001, File No. 333-46922).
(10) (a) Master Distribution and Shareholder Services Plan of American
Century Government Income Trust, American Century Investment Trust,
American Century International Bond Fund, American Century Target
Maturities Trust and American Century Quantitative Equity Funds
(Advisor Class) dated August 1, 1997, (filed electronically as Exhibit
m1 to Post-Effective Amendment No. 32 to the Registration Statement of
American Century Target Maturities Trust, filed on January 31, 2000,
File No. 2-94608).
(b) Amendment to Master Distribution and Shareholder Services
Plan of American Century Government Income Trust, American Century
Investment Trust, American Century International Bond Fund, American
Century Target Maturities Trust and American Century Quantitative
Equity Funds (Advisor Class) dated June 29, 1998 (filed electronically
as Exhibit m2 to Post-Effective Amendment No. 32 to the Registration
Statement of American Century Target Maturities Trust, filed on
January 31, 2000, File No. 2-94608).
(c) Amendment No. 1 to Master Distribution and Shareholder Services
Plan of American Century Government Income Trust, American Century
Investment Trust, American Century International Bond Fund, American
Century Target Maturities Trust and American Century Quantitative
Equity Funds (Advisor Class) (filed electronically as Exhibit m3 to
Post-Effective Amendment No. 44 to the Registration Statement of
American Century Government Income Trust, on July 31, 2001, File No.
2-99222).
(d) Master Distribution and Individual Shareholder Services Plan of
American Century Government Income Trust, American Century Investment
Trust, American Century California Tax-Free and Municipal Funds,
American Century Municipal Trust, American Century Target Maturities
Trust and American Century Quantitative Equity Funds (C Class) dated
September 16, 2000 (filed electronically as Exhibit m3 to
Post-Effective Amendment No. 35 to the Registration Statement of
American Century Target Maturities Trust on April 17, 2001, File No.
2-94608).
(e) Amendment No. 1 to Master Distribution and Individual Shareholder
Services Plan of American Century Government Income Trust, American
Century Investment Trust, American Century California Tax-Free and
Municipal Funds, American Century Municipal Trust, American Century
Target Maturities Trust and American Century Quantitative Equity Funds
(C Class) dated August 1, 2001 (filed electronically as Exhibit m5 to
Post-Effective Amendment No. 44 to the Registration Statement of
American Century Government Income Trust, on July 31, 2001, File No.
2-99222).
(f) Amended and Restated Multiple Class Plan of American Century
California Tax-Free and Municipal Funds, American Century Government
Income Trust, American Century International Bond Funds, American
Century Investment Trust, American Century Municipal Trust, American
Century Target Maturities Trust and American Century Quantitative
Equity Funds, dated November 20, 2000 (filed electronically as Exhibit
n to Post-Effective Amendment No. 35 to the Registration Statement of
American Century Target Maturities Trust on April 17, 2001, File No.
2-94608).
(g) Amendment No. 1 to the Amended and Restated Multiple Class Plan of
American Century California Tax-Free and Municipal Funds, American
Century Government Income Trust, American Century International Bond
Funds, American Century Investment Trust, American Century Municipal
Trust, American Century Target Maturities Trust and American Century
Quantitative Equity Funds dated August 1, 2001 (filed electronically
as Exhibit n2 to Post-Effective Amendment No. 44 to the Registration
Statement of American Century Government Income Trust, on July 31,
2001, File No. 2-99222).
(11) Opinion and Consent of Counsel as to the legality of the securities
being registered (filed electronically as Exhibit i to Post-Effective
Amendment No. 7 to the Registration Statement of the Registrant on May
7, 1999, File No. 33-65170).
(12) Opinion and Consent as to the tax matters and consequences to
shareholders (filed electronically as Exhibit 12 on Form N-14 to the
Registration Statement, on June 29, 2001, File No. 33-65170).
(13) (a) Transfer Agency Agreement between American Century Investment
Trust and American Century Services Corporation, dated August 1, 1997
(filed electronically as Exhibit 9 to Post-Effective Amendment No. 33
to the Registration Statement of American Century Government Income
Trust on July 31, 1997, File No. 2-99222).
(b) Amendment to the Transfer Agency Agreement between American
Century Investment Trust and American Century Services Corporation,
dated March 9, 1998 (filed electronically as Exhibit B9b to
Post-Effective Amendment No. 23 to the Registration Statement of
American Century Municipal Trust on March 26, 1998, File No. 2-91229).
(c) Amendment No. 1 to the Transfer Agency Agreement between American
Century Investment Trust and American Century Services Corporation,
dated June 29, 1998 (filed electronically as Exhibit B9b to
Post-Effective Amendment No. 23 to the Registration Statement of
American Century Quantitative Equity Funds on June 29, 1998, File No.
33-19589).
(d) Amendment No. 2 to the Transfer Agency Agreement between American
Century Investment Trust and American Century Services Corporation,
dated November 20, 2000 (filed electronically as Exhibit h4 to
Post-Effective Amendment No. 30 to the Registration Statement of
American Century California Tax-Free and Municipal Funds on December
29, 2000, File No. 2-82734).
(e) Amendment No. 3 to the Transfer Agency Agreement between American
Century Investment Trust and American Century Services Corporation
dated August 1, 2001 (filed electronically as Exhibit h5 to
Post-Effective Amendment No. 44 to the Registration Statement of
American Century Government Income Trust, on July 31, 2001, File No.
2-99222).
(f) Credit Agreement between American Century Funds and The Chase
Manhattan Bank, as Administrative Agent, dated as of December 19, 2000
(filed electronically as Exhibit h5 to Post-Effective Amendment No. 33
to the Registration Statement of American Century Target Maturities
Trust on January 31, 2001, File No. 2-94608).
(14) (a) Consent of PricewaterhouseCoopers LLP (filed electronically as
Exhibit j1 to Post-Effective Amendment No. 15 to the Registration
Statement of the Registrant, on August 7, 2001, File No. 33-65170).
(b) Consent of Deloitte & Touche LLP is included herein.
(c) Consent of KPMG Peat Marwick, LLP, independent auditors (filed
electronically as Exhibit b11 to Post-Effective Amendment No. 5 to the
Registration Statement of the Registrant on June 27, 1997, File No.
33-65170).
(15) Not applicable.
(16) Power of Attorney, dated September 16, 2000 (filed electronically
as Exhibit j3 to Post-Effective Amendment No. 11 to the Registration
Statement of the Registrant on February 22, 2001, File No. 33-65170).
(17) (a) Form of proxy vote card is filed herein.
(b) High-Yield (new) (Investor, Advisor and C Class) Prospectuses
dated August 8, 2001 (filed electronically as part of Post-Effective
Amendment No. 15 to the Registration Statement of the Registrant on
August 7, 2001, File No. 33-65170).
(c) Statement of Additional Information dated August 8, 2001 (filed
electronically as part of Post-Effective Amendment No. 15 to the
Registration Statement of the Registrant on August 7, 2001, File No.
33-65170).
(d) High-Yield (Investor and Advisor Class) Prospectuses dated March
1, 2001 (filed electronically as part of Post-Effective Amendment No.
92 to the Registration Statement of American Century Mutual Funds,
Inc. on February 28, 2001, File No. 2-14213).
(e) High-Yield (C Class) Prospectus dated May 1, 2001 (filed
electronically as part of Post-Effective Amendment No. 93 to the
Registration Statement of American Century Mutual Funds, Inc. on April
20, 2001, File No. 2-14213).
(f) Statement of Additional Information dated May 1, 2001 (filed
electronically as part of Post-Effective Amendment No. 93 to the
Registration Statement of American Century Mutual Funds, Inc. on April
20, 2001, File No. 2-14213).
(g) High-Yield Annual Report (filed electronically on December 29,
2000).
Item 17. Undertakings.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, State of Missouri on the
13th day of August, 2001.
AMERICAN CENTURY INVESTMENT TRUST (Registrant)
By: /*/William M. Lyons
William M. Lyons
President and Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
has been signed below by the following persons in the capacities and on the
dates indicated.
*William M. Lyons President and August 13, 2001
- --------------------------------- Principal Executive
William M. Lyons Officer
*Maryanne Roepke Senior Vice President, August 13, 2001
- --------------------------------- Treasurer and Chief
Maryanne Roepke Accounting Officer
*James E. Stowers III Director and August 13, 2001
- --------------------------------- Chairman of the Board
James E. Stowers III
*Albert A. Eisenstat Director August 13, 2001
- ---------------------------------
Albert A. Eisenstat
*Ronald J. Gilson Director August 13, 2001
- ---------------------------------
Ronald J. Gilson
*Myron S. Scholes Director August 13, 2001
- ---------------------------------
Myron S. Scholes
*Kenneth E. Scott Director August 13, 2001
- ---------------------------------
Kenneth E. Scott
*Jeanne D. Wohlers Director August 13, 2001
- ---------------------------------
Jeanne D. Wohlers
/s/Janet A. Nash
*by Janet A. Nash, Attorney in Fact (pursuant to a Power of Attorney dated
September 16, 2000).
