EX-99 11 ex-m6.htm MASTER DISTB S/H SERV PLAN Exhibit m6






          MASTER DISTRIBUTION AND INDIVIDUAL SHAREHOLDER SERVICES PLAN
                                       of
                      American Century California Tax-Free
                               and Municipal Funds
                        American Century Investment Trust
                        American Century Municipal Trust
                       American Century Mutual Funds, Inc.
                    American Century World Mutual Funds, Inc.
                    American Century Capital Portfolios, Inc.
                                     A Class


         WHEREAS, each of the above named corporations (the "Issuers") is an
open-ended, management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and

         WHEREAS, the common stock of the Issuers is currently divided into a
number of separate series of shares, or funds, each corresponding to a distinct
portfolio of securities; and

         WHEREAS, pursuant to Rule 18f-3 of the 1940 Act, the Issuers' Boards of
Trustees/Directors (the "Board") have established multiple classes of shares of
the various funds of the Issuers, including an class of shares designated as A
Class; and

         WHEREAS, the Board, in considering whether the Funds should adopt and
implement this A Class Plan, has evaluated such information as it deemed
necessary to an informed determination whether this A Class Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Funds for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this A Class Plan will benefit the Funds and
their A Class shareholders; and

         WHEREAS, the Board desires to authorize the funds identified in
SCHEDULE A (the "Funds") to bear expenses of individual shareholder services and
distribution of certain of their shares by adopting this Master Distribution and
Individual Shareholder Services Plan pursuant to Rule 12b-1 under the 1940 Act
with respect to the A Class shares of each of the Funds; and

         WHEREAS, AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM") is the
registered investment adviser to the Issuers; and

         WHEREAS, the Issuers have entered into a Distribution Agreement (the
"Distribution Agreement") with AMERICAN CENTURY INVESTMENT SERVICES, INC. (the
"Distributor") pursuant to which Distributor serves as distributor of the
various classes of the Funds, including the A Class.

         NOW, THEREFORE, the Issuers hereby adopt, on behalf of the Funds, this
Plan, in accordance with Rule 12b-1 under the 1940 Act on the following terms
and conditions:

Section 1.        Fees

a.       Fee. For purposes of paying costs and expenses incurred in providing
         the distribution services and/or individual shareholder services set
         forth in Sections 2 and 3 below, the Funds shall pay ACIM, as paying
         agent for the Funds, a fee equal to 25 basis points (0.25%) per annum
         of the average daily net assets of the shares of the Funds' A Class of
         shares (the "Fee").

b.       Applicability to Additional and Future Funds. If any of the Issuers
         desire to add additional, currently-existing funds to the Plan or
         establish additional funds in the future, and the applicability of the
         Plan with respect to such existing or new funds is approved in the
         manner set forth in Section 4 of this Plan, as well as by the then-sole
         shareholder of the A Class shares of such new funds (to the extent
         shareholder approval of new funds is required by then-current 1940 Act
         Rules), this Plan may be amended to provide that such new funds will
         become subject to this Plan and will pay the Fee set forth in Section
         1(a) above, unless the Board specifies otherwise. After the adoption of
         this Plan by the appropriate Board with respect to the A Class of
         shares of the existing or new funds, the term "Funds" under this Plan
         shall thereafter be deemed to include the existing or new funds.

c.       Calculation and Assessment. Fees under this Plan will be calculated and
         accrued daily by each Fund and paid monthly to ACIM or at such other
         intervals as the Issuers and ACIM may agree.

Section 2.        Distribution Services

a.       The amount set forth in Section 1(a) of this Plan may be paid for
         services in connection with any activities undertaken or expenses
         incurred by the Distributor or its affiliates primarily intended to
         result in the sale of A Class shares of the Funds, which services may
         include but are not limited to, (A) the payment of sales commissions,
         ongoing commissions and other payments to brokers, dealers, financial
         institutions or others who sell A Class shares pursuant to Selling
         Agreements; (B) compensation to registered representatives or other
         employees of Distributor who engage in or support distribution of the
         Funds' A Class shares; (C) compensation to, and expenses (including
         overhead and telephone expenses) of, Distributor; (D) the printing of
         prospectuses, statements of additional information and reports for
         other than existing shareholders; (E) the preparation, printing and
         distribution of sales literature and advertising materials provided to
         the Funds' shareholders and prospective shareholders; (F) receiving and
         answering correspondence from prospective shareholders, including
         distributing prospectuses, statements of additional information, and
         shareholder reports; (G) the providing of facilities to answer
         questions from prospective investors about Fund shares; (H) complying
         with federal and state securities laws pertaining to the sale of Fund
         shares; (I) assisting investors in completing application forms and
         selecting dividend and other account options; (J) the providing of
         other reasonable assistance in connection with the distribution of Fund
         shares; (K) the organizing and conducting of sales seminars and
         payments in the form of transactional compensation or promotional
         incentives; (L) profit on the foregoing; (M) the payment of "service
         fees," as contemplated by the Rules of Fair Practice of the National
         Association of Securities Dealers, Inc. ("NASD") and (N) such other
         distribution and services activities as the Issuers determine may be
         paid for by the Issuers pursuant to the terms of this Plan and in
         accordance with Rule 12b-1 of the 1940 Act.

b.       For purposes of the Plan, "service fees" shall mean payments in
         connection with the provision of personal, continuing services to
         investors in each Fund and/or the maintenance of shareholder accounts,
         excluding (i) transfer agent and subtransfer agent services for
         beneficial owners of a Fund's A Class shares, (ii) aggregating and
         processing purchase and redemption orders, (iii) providing beneficial
         owners with account statements, processing dividend payments, (iv)
         providing subaccounting services for A Class shares held beneficially,
         (v) forwarding shareholder communications to beneficial owners, and
         (vi) receiving, tabulating and transmitting proxies executed by
         beneficial owners; provided, however, that if the NASD adopts a
         definition of "service fees" for purposes of Section 26(d) of the Rules
         of Fair Practice of the NASD (or any successor to such rule) that
         differs from the definition of "service activities" hereunder, or if
         the NASD adopts a related definition intended to define the same
         concept, the definition of "service fees" in this Section shall be
         automatically amended, without further action of the parties, to
         conform to such NASD definition. Overhead and other expenses of
         Distributor related to its service activities, including telephone and
         other communications expenses, may be included in the information
         regarding amounts expended for such activities.

Section 3.        Individual Shareholder Services

As manager of the Fund's A Class of shares, ACIM may engage third parties to
provide individual shareholder services to the shareholder of the A Class shares
("Individual Shareholder Services"). The amount set forth in Section 1(a) of
this Plan may be paid to ACIM for expenses incurred by it as a result of these
arrangements. Such Individual Shareholder Services and related expenses may
include, but are not limited to, (A) individualized and customized investment
advisory services, including the consideration of shareholder profiles and
specific goals; (b) the creation of investment models and asset allocation
models for use by the shareholder in selecting appropriate Funds; (c)
proprietary research about investment choices and the market in general; (D)
periodic rebalancing of shareholder accounts to ensure compliance with the
selected asset allocation; (E) consolidation of shareholder accounts in one
place; and (F) other individual services.

Section 4.        Effectiveness

Upon receipt of approval by vote of both (a) the Board and (b) the members of
the Board who are not interested persons of the Issuers (as defined in the 1940
Act) and have no direct or indirect financial interest in the operation of the
Plan or in any agreements related to the Plan (the "Independent Directors"),
this Plan shall become effective as of September 3, 2002.

Section 5.        Term

This Plan will continue in effect for one year from the date hereof, and will
continue thereafter in full force and effect for successive periods of up to one
year, provided that each such continuance is approved in the manner provided in
Section 4.

Section 6.        Reporting Requirements

ACIM shall administer this Plan in accordance with Rule 12b-1 of the 1940 Act.
ACIM will provide to each Issuer's Board, and the Independent Directors will
review and approve, in exercise of their fiduciary duties, at least quarterly, a
written report of the amounts expended with respect to the A Class shares of
each Fund by ACIM under this Plan and such other information as may be required
by the 1940 Act and Rule 12b-1 thereunder.

Section 7.        Termination

This Plan may be terminated without penalty at any time with respect to the A
Class shares of any Fund by vote of the Board of the Issuer of which the Fund is
a series, by votes of a majority of the Independent Directors, or by vote of a
majority of the outstanding voting A Class shares of that Fund. Termination of
the Plan with respect to the A Class shares of one Fund will not affect the
continued effectiveness of this Plan with respect to the A Class shares of any
other Fund.

Section 8.        Amendments to this Plan

This Plan may not be amended to increase materially the amount of compensation a
Fund is authorized to pay under Section 1 hereof unless such amendment is
approved in the manner provided for initial approval in Section 4 hereof, and
such amendment is further approved by a majority of the outstanding voting
securities of the A Class shares of the Fund. No other material amendment to the
Plan will be made unless approved in the manner provided for approval and annual
renewal in Section 5 hereof; provided, however, that a new Fund may be added by
any Issuer upon approval by that Issuer's Board by executing a new Schedule A to
this Plan.

Section 9.        Recordkeeping

The Issuers will preserve copies of this Plan (including any amendments thereto)
and any related agreements and all reports made pursuant to Section 6 hereof for
a period of not less than six years from the date of this Plan, the first two
years in an easily accessible place.


Section 10.       Independent Directors

So long as the Plan remains in effect, the selection and nomination of persons
to serve as Independent Directors on each Board shall be committed to the
discretion of the Independent Directors on that Board then in office.
Notwithstanding the above, nothing herein shall prevent the participation of
other persons in the selection and nomination process so long as a final
decision on any such selection or nomination is within the discretion of, and
approved by, the Independent Directors so responsible.

         IN WITNESS WHEREOF, the Issuers have adopted this Plan as of September 3, 2002.


                              AMERICAN CENTURY CALIFORNIA TAX-FREE
                                 AND MUNICIPAL FUNDS
                              AMERICAN CENTURY INVESTMENT TRUST
                              AMERICAN CENTURY MUNICIPAL TRUST
                              AMERICAN CENTURY MUTUAL FUNDS, INC.
                              AMERICAN CENTURY WORLD MUTUAL
                                 FUNDS, INC.
                              AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.


                              By:    /s/Charles A. Etherington
                              Name:  Charles A. Etherington
                              Title: Vice President





                                   SCHEDULE A

                         Series Offering A Class Shares


Series                                                                 Date Plan Effective
------                                                                 -------------------

American Century California Tax-Free and
Municipal Funds
*        California High-Yield Municipal Fund                          September 3, 2002

American Century Investment Trust
*        Prime Money Market Fund                                       September 3, 2002
*        Diversified Bond Fund                                         September 3, 2002
*        High-Yield Fund                                               September 3, 2002

American Century Municipal Trust
*        High-Yield Municipal Fund                                     September 3, 2002

American Century Mutual Funds, Inc.
*        Select Fund                                                   September 3, 2002
*        New Opportunities II Fund                                     September 3, 2002
*        Large Company Growth Fund                                     September 3, 2002

American Century World Mutual Funds, Inc.
*        International Growth Fund                                     September 3, 2002

American Century Capital Portfolios, Inc.
*        Large Company Value Fund                                      September 3, 2002
*        Value Fund                                                    September 3, 2002



By:    /s/Charles A. Etherington
Name:  Charles A. Etherington
Title: Vice President
Date:  September 3, 2002