UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. 2
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(Check appropriate box or boxes)
Exact Name of Registrant as Specified in Charter: Area Code and
Telephone Number:
AMERICAN CENTURY INVESTMENT TRUST (816) 531-5575
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Address of Principal Executive Offices: (Number, Street, City, State, Zip Code)
4500 MAIN STREET, KANSAS CITY, MISSOURI 64111
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Name and Address of Agent for Service: (Number, Street, City, State, Zip Code)
DAVID C. TUCKER, ESQ., 4500 MAIN STREET, 9TH FLOOR, KANSAS CITY, MISSOURI 64111
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Title of Securities Being Registered:
* SELECT BOND FUND
* HIGH-YIELD BOND FUND
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is due because of reliance on Section 24(f).
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form
N-14 (File No. 33-65170) of American Century Investment Trust (the "Registration
Statement") is being filed pursuant to Rule 462(d) under the Securities Act of
1933, as amended, solely for the purpose of filing certain executed copies of
exhibits to the Registration Statement.
Parts A and B are incorporated herein by reference to Post-Effective
Amendment No. 1 to this Registration Statement (File No. 33-65170), as filed on
January 27, 2006.
PART C
OTHER INFORMATION
Item 15. Indemnification
As stated in Article VII, Section 3 of the Amended and Restated Agreement
and Declaration of Trust, incorporated herein by reference as Exhibit 1, "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 of
Trustees."
Registrant hereby incorporates by reference, as though set forth fully
herein, Article VI of the Registrant's Amended and Restated Bylaws, appearing as
Exhibit 2 herein.
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
(1) (a) Amended and Restated Agreement and Declaration of Trust, dated
March 26, 2004 (filed electronically as Exhibit a to Post-Effective Amendment
No. 24 to the Registration Statement of the Registrant on May 26, 2004, File No.
33-65170, and incorporated herein by reference).
(b) Amendment No. 1 to the Amended and Restated Agreement and
Declaration of Trust, dated June 14, 2004 (filed electronically as Exhibit a2 to
Post-Effective Amendment No. 24 to the Registration Statement of the Registrant
on July 29, 2004, File No. 33-65170, and incorporated herein by reference).
(c) Amendment No. 2 to the Amended and Restated Agreement and
Declaration of Trust, dated April 20, 2005 (filed electronically as Exhibit a3
to Post-Effective Amendment No. 26 to the Registration Statement of the
Registrant on May 16, 2005, File No. 33-65170, and incorporated herein by
reference).
(d) Amendment No. 3 to the Amended and Restated Agreement and
Declaration of Trust, dated June 30, 2005 (filed electronically as Exhibit a4 to
Post-Effective Amendment No. 28 to the Registration Statement of the Registrant
on July 28, 2005, File No. 33-65170, and incorporated herein by reference).
(e) Amendment No. 4 to the Amended and Restated Agreement and
Declaration of Trust, dated December 12, 2005 (filed electronically as Exhibit
1(e) to the Registration Statement on Form N-14 of the Registrant on December
22, 2005, File No. 33-79482, and incorporated herein by reference).
(2) Amended and Restated Bylaws, dated August 26, 2004 (filed
electronically as Exhibit b to Post-Effective Amendment No. 25 to the
Registration Statement of the Registrant on March 9, 2005, File No. 33-65170,
and incorporated herein by reference).
(3) Not applicable.
(4) (a) Agreement and Plan of Reorganization with Mason Street Funds, Inc.,
dated December 14, 2005, (filed electronically as Exhibit 4 to the Registration
Statement on Form N-14 of the Registrant on December 22, 2005, File No.
33-79482, and incorporated herein by reference).
(b) First Amendment to Agreement and Plan of Reorganization, dated
January 23, 2006, is included herein.
(c) Second Amendment to Agreement and Plan of Reorganization, dated
March 30, 2006, is included herein.
(5) Registrant hereby incorporates by reference, as though set forth fully
herein, Article III, Article IV, Article V, Article VI and Article VIII of
Registrant's Amended and Restated Agreement and Declaration of Trust, appearing
as Exhibit a1 herein and Article II, Article VII, Article VIII, and Article IX
of Registrant's Amended and Restated Bylaws, incorporated herein by reference.
(6) (a) Amended and Restated Management Agreement with American Century
Investment Management, Inc., dated July 29, 2005 (filed electronically as
Exhibit d to Post-Effective Amendment No. 38 to the Registration Statement of
the Registrant on July 28, 2005, File No. 33-65170, and incorporated herein by
reference).
(b) Management Agreement with American Century Investment Management,
Inc., dated March 30, 2006 (filed electronically as Exhibit d2 to Post-Effective
Amendment No. 32 to the Registration Statement of the Registrant on March 31,
2006, File No. 33-65170, and incorporated herein by reference).
(c) Investment Subadvisory Agreement with Mason Street Advisors LLC,
dated March 30, 2006 (filed electronically as Exhibit d3 to Post-Effective
Amendment No. 32 to the Registration Statement of the Registrant on March 31,
2006, File No. 33-65170, and incorporated herein by reference).
(7) (a) Amended and Restated Distribution Agreement with American Century
Investment Services, Inc., dated September 29, 2005 (filed electronically as
Exhibit e to Post-Effective Amendment No. 41 to the Registration Statement of
American Century Quantitative Equity Funds, Inc. on September 29, 2005, File No.
33-19589, and incorporated herein by reference).
(b) Amended and Restated Distribution Agreement with American Century
Investment Services, Inc., dated March 30, 2006 (filed electronically as Exhibit
e to Post-Effective Amendment No. 23 to the Registration Statement of American
Century Strategic Asset Allocations, Inc. on March 30, 2006, File No. 33-79482,
and incorporated herein by reference).
(8) Not applicable.
(9) (a) Master Agreement with Commerce Bank, N. A., 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, and incorporated herein by reference).
(b) Global Custody Agreement with The Chase Manhattan Bank, dated
August 9, 1996 (filed electronically as Exhibit b8 to Post-Effective Amendment
No. 31 to the Registration Statement of American Century Government Income Trust
on February 7, 1997, File No. 2-99222, and incorporated herein by reference).
(c) Amendment to the Global Custody Agreement with 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, and
incorporated herein by reference).
(d) Amendment No. 2 to the Global Custody Agreement between American
Century Investments and the JPMorgan Chase Bank, dated as of May 1, 2004 (filed
electronically as Exhibit g4 to Post-Effective Amendment No. 35 to the
Registration Statement of American Century Quantitative Equity Funds, Inc. on
April 29, 2004, File No. 33-19589, and incorporated herein by reference).
(e) Chase Manhattan Bank Custody Fee Schedule, dated October 19, 2000
(filed electronically as Exhibit g5 to Post-Effective Amendment No. 35 to the
Registration Statement of American Century Quantitative Equity Funds, Inc. on
April 29, 2004, File No. 33-19589, and incorporated herein by reference).
(f) Custodian and Investment Accounting Agreement with State Street
Bank and Trust Company, dated May 27, 2005 (filed electronically as Exhibit g6
to Post-Effective Amendment No. 27 to the Registration Statement of the
Registrant on May 27, 2005, File No. 33-65170, and incorporated herein by
reference).
(10) (a) Master Distribution and Shareholder Services Plan (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 on January 31, 2000, File No. 2-94608, and incorporated herein
by reference).
(b) Amendment to the Master Distribution and Shareholder Services Plan
(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 on January 31, 2000, File No. 2-94608, and
incorporated herein by reference).
(c) Amendment No. 1 to the Master Distribution and Shareholder
Services Plan (Advisor Class), dated August 1, 2001 (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, and
incorporated herein by reference).
(d) Amendment No. 2 to the Master Distribution and Shareholder
Services Plan (Advisor Class), dated December 3, 2001 (filed electronically as
Exhibit m4 to Post-Effective Amendment No. 16 to the Registration Statement of
the Registrant on November 30, 2001, File No. 33-65170, and incorporated herein
by reference).
(e) Amendment No. 3 to the Master Distribution and Shareholder
Services Plan (Advisor Class), dated July 1, 2002 (filed electronically as
Exhibit m5 to Post-Effective Amendment No. 38 to the Registration Statement of
American Century Target Maturities Trust on January 31, 2005, File No. 2-94608,
and incorporated herein by reference).
(f) Amendment No. 4 to the Master Distribution and Shareholder
Services Plan (Advisor Class), dated May 1, 2004 (filed electronically as
Exhibit m6 to Post-Effective Amendment No. 35 to the Registration Statement of
American Century Quantitative Equity Funds, Inc. on April 29, 2004, File No.
33-19589, and incorporated herein by reference).
(g) Amendment No. 5 to the Master Distribution and Shareholder
Services Plan (Advisor Class), dated July 29, 2005 (filed electronically as
Exhibit m7 to Post-Effective Amendment No. 51 to the Registration Statement of
American Century Government Income Trust on July 28, 2005, File No. 2-99222, and
incorporated herein by reference).
(h) Amendment No. 6 to the Master Distribution and Shareholder
Services Plan (Advisor Class), dated September 29, 2005 (filed electronically as
Exhibit m8 to Post-Effective Amendment No. 41 to the Registration Statement of
American Century Quantitative Equity Funds, Inc. on September 29, 2005, File No.
33-19589, and incorporated herein by reference).
(i) Master Distribution and Individual Shareholder Services Plan (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, and
incorporated herein by reference).
(j) Amendment No. 1 to the Master Distribution and Individual
Shareholder Services Plan (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,
and incorporated herein by reference).
(k) Amendment No. 2 to the Master Distribution and Individual
Shareholder Services Plan (C Class), dated December 3, 2001 (filed
electronically as Exhibit m7 to Post-Effective Amendment No. 16 to the
Registration Statement of the Registrant on November 30, 2001, File No.
33-65170, and incorporated herein by reference).
(l) Amendment No. 3 to the Master Distribution and Individual
Shareholder Services Plan (C Class), dated July 1, 2002 (filed electronically as
Exhibit m9 to Post-Effective Amendment No. 17 to the Registration Statement of
the Registrant on June 28, 2002, File No. 33-65170, and incorporated herein by
reference).
(m) Amendment No. 4 to the Master Distribution and Individual
Shareholder Services Plan (C Class), dated September 3, 2002 (filed
electronically as Exhibit m5 to Post-Effective Amendment No. 35 to the
Registration Statement of American Century Municipal Trust on September 30,
2002, File No. 2-91229, and incorporated herein by reference).
(n) Amendment No. 5 to the Master Distribution and Individual
Shareholder Services Plan (C Class), dated January 2, 2004 (filed electronically
as Exhibit m6 to Post-Effective Amendment No. 42 to the Registration Statement
of American Century Municipal Trust, on February 26, 2004, File No. 2-91229, and
incorporated herein by reference).
(o) Amendment No. 6 to the Master Distribution and Individual
Shareholder Services Plan (C Class), dated May 1, 2004 (filed electronically as
Exhibit m13 to Post-Effective Amendment No. 35 to the Registration Statement of
American Century Quantitative Equity Funds, Inc. on April 29, 2004, File No.
33-19589, and incorporated herein by reference).
(p) Amendment No. 7 to the Master Distribution and Individual
Shareholder Services Plan (C Class), dated May 1, 2005 (filed electronically as
Exhibit m15 to Post-Effective Amendment No. 38 to the Registration Statement of
American Century Quantitative Equity Funds, Inc. on May 13, 2005, File No.
33-19589, and incorporated herein by reference).
(q) Amendment No. 8 to the Master Distribution and Individual
Shareholder Services Plan (C Class), dated September 29, 2005 (filed
electronically as Exhibit m17 to Post-Effective Amendment No. 41 to the
Registration Statement of American Century Quantitative Equity Funds, Inc. on
September 29, 2005, File No. 33-19589, and incorporated herein by reference).
(r) Amendment No. 9 to the Master Distribution and Individual
Shareholder Services Plan (C Class), dated March 30, 2006 (filed electronically
as Exhibit m10 to Post-Effective Amendment No. 50 to the Registration Statement
of American Century Municipal Trust on March 31, 2006, File No. 2-91229, and
incorporated herein by reference).
(s) Master Distribution and Individual Shareholder Services Plan (A
Class), dated September 3, 2002 (filed electronically as Exhibit m6 to
Post-Effective Amendment No. 34 to the Registration Statement of American
Century California Tax-Free and Municipal Funds on October 1, 2002, File No.
2-82734, and incorporated herein by reference).
(t) Amendment No. 1 to the Master Distribution and Shareholder
Services Plan (A Class), dated February 27, 2004 (filed electronically as
Exhibit m18 to Post-Effective Amendment No. 104 to the Registration Statement of
American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213, and
incorporated herein by reference).
(u) Amendment No. 2 to the Master Distribution and Individual
Shareholder Services Plan (A Class), dated September 30, 2004 (filed
electronically as Exhibit m22 to Post-Effective Amendment No. 106 to the
Registration Statement of the Registrant on November 29, 2004, File No. 2-14213,
and incorporated herein by reference).
(v) Amendment No. 3 to the Master Distribution and Individual
Shareholder Services Plan (A Class), dated November 17, 2004 (filed
electronically as Exhibit m23 to Post-Effective Amendment No. 106 to the
Registration Statement of the Registrant on November 29, 2004, File No. 2-14213,
and incorporated herein by reference).
(w) Amendment No. 4 to the Master Distribution and Individual
Shareholder Services Plan (A Class), dated May 1, 2005 (filed electronically as
Exhibit m13 to Post-Effective Amendment No. 44 to the Registration Statement of
American Century Municipal Trust on May 13, 2005, File No. 2-91229, and
incorporated herein by reference).
(x) Amendment No. 5 to the Master Distribution and Individual
Shareholder Services Plan (A Class), dated September 29, 2005 (filed
electronically as Exhibit m25 to Post-Effective Amendment No. 38 to the
Registration Statement of American Century World Mutual Funds, Inc. on November
30, 2005, File No. 33-39242, and incorporated herein by reference).
(y) Amendment No. 6 to the Master Distribution and Individual
Shareholder Services Plan (A Class), dated March 30, 2006 (filed electronically
as Exhibit m27 to Post-Effective Amendment No. 23 to the Registration Statement
of American Century Strategic Asset Allocations, Inc. on March 30, 2006, File
No. 33-79482, and incorporated herein by reference).
(z) Master Distribution and Individual Shareholder Services Plan (B
Class), dated September 3, 2002 (filed electronically as Exhibit m7 to
Post-Effective Amendment No. 34 to the Registration Statement of American
Century California Tax-Free and Municipal Funds on October 1, 2002, File No.
2-82734, and incorporated herein by reference).
(aa) Amendment No. 1 to the Master Distribution and Shareholder
Services Plan (B Class), dated February 27, 2004 (filed electronically as
Exhibit m20 to Post-Effective Amendment No. 104 to the Registration Statement of
American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213, and
incorporated herein by reference).
(bb) Amendment No. 2 to the Master Distribution and Individual
Shareholder Services Plan (B Class), dated September 30, 2004 (filed
electronically as Exhibit m26 to Post-Effective No. 106 to the Registration
Statement of the Registrant on November 29, 2004, File No. 2-14213, and
incorporated herein by reference).
(cc) Amendment No. 3 to the Master Distribution and Individual
Shareholder Services Plan (B Class), dated November 17, 2004 (filed
electronically as Exhibit m27 to Post-Effective Amendment No. 106 to the
Registration Statement of the Registrant on November 29, 2004, File No. 2-14213,
and incorporated herein by reference).
(dd) Amendment No. 4 to the Master Distribution and Individual
Shareholder Services Plan (B Class), dated May 1, 2005 (filed electronically as
Exhibit m18 to Post-Effective Amendment No. 44 to the Registration Statement of
American Century Municipal Trust on May 13, 2005, File No. 2-91229, and
incorporated herein by reference).
(ee) Amendment No. 5 to the Master Distribution and Individual
Shareholder Services Plan (B Class), dated September 29, 2005 (filed
electronically as Exhibit m31 to Post-Effective Amendment No. 38 to the
Registration Statement of American Century World Mutual Funds, Inc. on November
30, 2005, File No. 33-39242, and incorporated herein by reference).
(ff) Amendment No. 6 to the Master Distribution and Individual
Shareholder Services Plan (B Class), dated March 30, 2006 (filed electronically
as Exhibit m34 to Post-Effective Amendment No. 23 to the Registration Statement
of American Century Strategic Asset Allocations, Inc. on March 30, 2006, File
No. 33-79482, and incorporated herein by reference).
(gg) Master Distribution and Individual Shareholder Services Plan (R
Class), dated August 29, 2003 (filed electronically as Exhibit m16 to
Post-Effective Amendment No. 17 to the Registration Statement of American
Century Strategic Asset Allocations, Inc. on August 28, 2003, File No. 33-79482,
and incorporated herein by reference).
(hh) Amendment No. 1 to the Master Distribution and Individual
Shareholder Services Plan (R Class), dated May 1, 2004 (filed electronically as
Exhibit m15 to Post-Effective Amendment No. 35 to the Registration Statement of
American Century Quantitative Equity Funds, Inc., on April 29, 2004, File No.
33-19589, and incorporated herein by reference).
(ii) Amendment No. 2 to the Master Distribution and Individual
Shareholder Services Plan (R Class), dated February 24, 2005 (filed
electronically as Exhibit m30 to Post-Effective Amendment No. 22 of American
Century Strategic Asset Allocations, Inc. on March 30, 2005, File No. 33-79482,
and incorporated herein by reference).
(jj) Amendment No. 3 to the Master Distribution and Individual
Shareholder Services Plan (R Class), dated July 29, 2005 (filed electronically
as Exhibit m33 to Post-Effective Amendment No. 111 to the Registration Statement
of American Century Mutual Funds, Inc. on July 28, 2005, File No. 2-14213, and
incorporated herein by reference).
(kk) Amendment No. 4 to the Master Distribution and Individual
Shareholder Services Plan (R Class), dated September 29, 2005 (filed
electronically as Exhibit m22 to Post-Effective Amendment No. 41 to the
Registration Statement of American Century Quantitative Equity Funds, Inc. on
September 29, 2005, File No. 33-19589, and incorporated herein by reference).
(ll) Amendment No. 5 to the Master Distribution and Individual
Shareholder Services Plan (R Class), dated March 30, 2006 (filed electronically
as Exhibit m40 to Post-Effective Amendment No. 23 to the Registration Statement
of American Century Strategic Asset Allocations, Inc. on March 30, 2006, File
No. 33-79482, and incorporated herein by reference).
(mm) Amended and Restated Multiple Class Plan, dated September 3, 2002
(filed electronically as Exhibit n1 to Post-Effective Amendment No. 35 to the
Registration Statement of American Century California Tax-Free and Municipal
Funds on December 17, 2002, File No. 2-82734, and incorporated herein by
reference).
(nn) Amendment No. 1 to the Amended and Restated Multiple Class Plan,
dated December 31, 2002 (filed electronically as Exhibit n2 to Post-Effective
Amendment No. 39 to the Registration Statement of American Century Municipal
Trust on December 23, 2002, File No. 2-91229, and incorporated herein by
reference).
(oo) Amendment No. 2 to the Amended and Restated Multiple Class Plan,
dated August 29, 2003 (filed electronically as Exhibit n3 to Post-Effective
Amendment No. 17 to the Registration Statement of American Century Strategic
Asset Allocations, Inc. on August 28, 2003, File No. 33-79482, and incorporated
herein by reference).
(pp) Amendment No. 3 to the Amended and Restated Multiple Class Plan,
dated February 27, 2004 (filed electronically as Exhibit n4 to Post-Effective
Amendment No. 104 to the Registration Statement of American Century Mutual
Funds, Inc. on February 26, 2004, File No. 2-14213, and incorporated herein by
reference).
(qq) Amendment No. 4 to the Amended and Restated Multiple Class Plan,
dated May 1, 2004 (filed electronically as Exhibit n5 to Post-Effective
Amendment No. 35 to the Registration Statement of American Century Quantitative
Equity Funds, Inc. on April 29, 2004, File No. 33-19589, and incorporated herein
by reference).
(rr) Amendment No. 5 to the Amended and Restated Multiple Class Plan,
dated August 1, 2004 (filed electronically as Exhibit n6 to Post-Effective
Amendment No. 24 to the Registration Statement of the Registrant on July 29,
2004, File No. 33-65170, and incorporated herein by reference).
(ss) Amendment No. 6 to the Amended and Restated Multiple Class Plan,
dated September 30, 2004 (filed electronically as Exhibit n7 to Post-Effective
Amendment No. 20 to the Registration Statement of American Century Strategic
Asset Allocations, Inc. on September 29, 2004, File No. 33-79482, and
incorporated herein by reference).
(tt) Amendment No. 7 to the Amended and Restated Multiple Class Plan,
dated November 17, 2004 (filed electronically as Exhibit n8 to Post-Effective
Amendment No. 106 to the Registration Statement of American Century Mutual
Funds, Inc. on November 29, 2004, File No. 2-14213, and incorporated herein by
reference).
(uu) Amendment No. 8 to the Amended and Restated Multiple Class Plan,
dated February 24, 2005 (filed electronically as Exhibit n9 to Post-Effective
Amendment No. 22 to the Registration Statement of American Century Strategic
Asset Allocations, Inc. on March 30, 2005, File No. 33-79482, and incorporated
herein by reference).
(vv) Amendment No. 9 to the Amended and Restated Multiple Class Plan,
dated July 29, 2005 (filed electronically as Exhibit n10 to Post-Effective
Amendment No. 111 to the Registration Statement of American Century Mutual
Funds, Inc. on July 28, 2005, File No. 2-14213, and incorporated herein by
reference).
(ww) Amendment No. 10 to the Amended and Restated Multiple Class Plan,
dated September 29, 2005 (filed electronically as Exhibit n11 to Post-Effective
Amendment No. 41 to the Registration Statement of American Century Quantitative
Equity Funds, Inc. on September 29, 2005, File No. 33-19589, and incorporated
herein by reference).
(xx) Amendment No. 11 to the Amended and Restated Multiple Class Plan,
dated March 30, 2006 (filed electronically as Exhibit n12 to Post-Effective
Amendment No. 23 to the Registration Statement of American Century Strategic
Asset Allocations, Inc. on March 30, 2006, File No. 33-79482, and incorporated
herein by reference).
(yy) Letter Agreement with American Century Investment Management,
Inc., dated March 30, 2006 (filed electronically as Exhibit n13 to
Post-Effective Amendment No. 42 to the Registration Statement of American
Century World Mutual Funds, Inc. on March 30, 2006, File No. 33-39242, and
incorporated herein by reference).
(11) Opinion and Consent of Counsel, dated December 22, 2005 (filed
electronically as Exhibit 11 to the Registration Statement on Form N-14 of the
Registrant on December 22, 2005, File No. 33-79482, and incorporated herein by
reference).
(12) (a) Opinion and Consent of Ernst & Young as to the Federal income tax
consequences of proposed Reorganization, dated March 31, 2006, is included
herein.
(b) Opinion and Consent of Ernst & Young as to the Federal income tax
consequences of proposed Reorganization, dated March 31, 2006, is included
herein.
(13) (a) Transfer Agency Agreement with 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, and
incorporated herein by reference).
(b) Amendment No. 1 to the Transfer Agency Agreement American Century
Services Corporation, dated June 29, 1998 (filed electronically as Exhibit 9b to
Post-Effective Amendment No. 23 to the Registration Statement of American
Century Quantitative Equity Funds on June 29, 1998, File No. 33-19589, and
incorporated herein by reference).
(c) Amendment No. 2 to the Transfer Agency Agreement with 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, and incorporated herein by reference).
(d) Amendment No. 3 to the Transfer Agency Agreement with 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, and
incorporated herein by reference).
(e) Amendment No. 4 to the Transfer Agency Agreement with American
Century Services Corporation, dated December 3, 2001 (filed electronically as
Exhibit h6 to Post-Effective Amendment No. 16 to the Registration Statement of
the Registrant on November 30, 2001, File No. 33-65170, and incorporated herein
by reference).
(f) Amendment No. 5 to the Transfer Agency Agreement with American
Century Services Corporation, dated July 1, 2002 (filed electronically as
Exhibit h6 to Post-Effective Amendment No. 17 to the Registration Statement of
the Registrant on June 28, 2002, File No. 33-65170, and incorporated herein by
reference).
(g) Amendment No. 6 to the Transfer Agency Agreement with American
Century Services Corporation, dated September 3, 2002 (filed electronically as
Exhibit h7 to Post-Effective Amendment No. 35 to the Registration Statement of
American Century Municipal Trust on September 30, 2002, File No. 2-91229, and
incorporated herein by reference).
(h) Amendment No. 7 to the Transfer Agency Agreement with American
Century Services Corporation, dated December 31, 2002 (filed electronically as
Exhibit h8 to Post-Effective Amendment No. 4 to the Registration Statement of
American Century Variable Portfolios II, Inc. on December 23, 2002, File No.
333-46922, and incorporated herein by reference).
(i) Amendment No. 8 to the Transfer Agency Agreement with American
Century Services Corporation, dated May 1, 2004 (filed electronically as Exhibit
h10 to Post-Effective Amendment No. 35 to the Registration Statement of American
Century Quantitative Equity Funds, Inc. on April 29, 2004, File No. 33-19589,
and incorporated herein by reference).
(j) Amendment No. 9 to the Transfer Agency Agreement with American
Century Services, LLC, dated May 1, 2005 (filed electronically as Exhibit h9 to
Post-Effective Amendment No. 38 to the Registration Statement of American
Century Quantitative Equity Funds, Inc. on May 13, 2005, File No. 33-19589, and
incorporated herein by reference).
(k) Amendment No. 10 to the Transfer Agency Agreement with American
Century Services, LLC, dated September 29, 2005 (filed electronically as Exhibit
h11 to Post-Effective Amendment No. 41 to the Registration Statement of American
Century Quantitative Equity Funds, Inc. on September 29, 2005, File No.
33-19589, and incorporated herein by reference).
(l) Amendment No. 11 to the Transfer Agency Agreement with American
Century Services, LLC, dated March 30, 2006 (filed electronically as Exhibit h12
to Post-Effective Amendment No. 50 to the Registration Statement of American
Century Municipal Trust on March 31, 2006, File No. 2-91229, and incorporated
herein by reference).
(m) Credit Agreement with JPMorgan Chase Bank, as Administrative
Agent, dated December 17, 2003 (filed electronically as Exhibit h9 to
Post-Effective Amendment No. 39 to the Registration Statement of American
Century Target Maturities Trust on January 30, 2004, File No. 2-94608, and
incorporated herein by reference).
(n) Termination, Replacement and Restatement Agreement with JPMorgan
Chase Bank N.A., as Administrative Agent, dated December 14, 2005 (filed
electronically as Exhibit 13(n) to the Registration Statement on Form N-14 of
the Registrant on December 22, 2005, File No. 33-79482, and incorporated herein
by reference).
(o) Customer Identification Program Reliance Agreement, dated August
26, 2004 (filed electronically as Exhibit h2 to Post-Effective Amendment No. 1
to the Registration Statement of American Century Asset Allocation Portfolios,
Inc. on September 1, 2004, File No. 333-116351, and incorporated herein by
reference).
(14) (a) Consent of PricewaterhouseCoopers LLP, independent registered
public accounting firm, dated January 26, 2006 (filed electronically as Exhibit
14a to Post-Effective Amendment No. 1 to the Registration Statement on Form N-14
of the Registrant on January 27, 2006, File No. 33-65170, and incorporated
herein by reference).
(b) Consent of PricewaterhouseCoopers LLP, independent registered
public accounting firm, dated January 26, 2006 (filed electronically as Exhibit
14b to Post-Effective Amendment No. 1 to the Registration Statement on Form N-14
of the Registrant on January 27, 2006, File No. 33-65170, and incorporated
herein by reference).
(15) Not applicable.
(16) (a) Power of Attorney, dated December 2, 2005 (filed electronically as
Exhibit j2 to Post-Effective Amendment No. 29 to the Registration Statement of
the Registrant on December 14, 2005, File No. 33-65170, and incorporated herein
by reference).
(b) Secretary's Certificate, dated December 2, 2005 (filed
electronically as Exhibit j3 to Post-Effective Amendment No. 29 to the
Registration Statement of the Registrant on December 14, 2005, File No.
33-65170, and incorporated herein by reference).
(17) Form of Proxy (filed electronically as Exhibit 17 to Post-Effective
Amendment No. 1 to the Registration Statement on Form N-14 of American Century
Mutual Funds, Inc. on January 27, 2006, File No. 2-14213, and incorporated
herein by reference).
Item 17. Undertakings
Not applicable.
SIGNATURES
As required by the Securities Act of 1933, as amended, this Registration
Statement has been signed on behalf of the Registrant, in the City of Kansas
City, State of Missouri on the 16th day of June, 2006.
AMERICAN CENTURY INVESTMENT TRUST
(Registrant)
By: /*/ William M. Lyons
--------------------------------------------
President and Principal Executive Officer
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
*William M. Lyons President, Principal June 16, 2006
- ------------------------ Executive Officer
William M. Lyons and Trustee
*Maryanne Roepke Senior Vice President, June 16, 2006
- ------------------------ Treasurer and Chief
Maryanne Roepke Financial Officer
*John Freidenrich Trustee June 16, 2006
- ------------------------
John Freidenrich
*Ronald J. Gilson Chairman of the June 16, 2006
- ------------------------ Board and Trustee
Ronald J. Gilson
*Kathryn A. Hall Trustee June 16, 2006
- ------------------------
Kathryn A. Hall
*Myron S. Scholes Trustee June 16, 2006
- ------------------------
Myron S. Scholes
*Kenneth E. Scott Trustee June 16, 2006
- ------------------------
Kenneth E. Scott
*John B. Shoven Trustee June 16, 2006
- ------------------------
John B. Shoven
*Jeanne D. Wohlers Trustee June 16, 2006
- ------------------------
Jeanne D. Wohlers
*By: /s/ Kathleen Gunja Nelson
---------------------------------------------
Kathleen Gunja Nelson
Attorney-in-Fact
(pursuant to Power of Attorney
dated December 2, 2005)
