EX-99.M6 7 ex-amend5.htm AMEND. NO. 5 DIST & INDV SHARE SERV PLAN DISTRIB AND INDV SHAREHOLDER SERV PLN

                     AMENDMENT NO. 5 TO MASTER DISTRIBUTION
                    AND INDIVIDUAL SHAREHOLDER SERVICES PLAN
                                       OF
                      AMERICAN CENTURY CALIFORNIA TAX-FREE
                               AND MUNICIPAL FUNDS
                    AMERICAN CENTURY GOVERNMENT INCOME TRUST
                        AMERICAN CENTURY INVESTMENT TRUST
                        AMERICAN CENTURY MUNICIPAL TRUST
                    AMERICAN CENTURY TARGET MATURITIES TRUST
                   AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS

                                     C CLASS

     THIS  AMENDMENT NO. 5 TO MASTER  DISTRIBUTION  AND  INDIVIDUAL  SHAREHOLDER
SERVICES  PLAN is made as of the 2nd day of January,  2004, by each of the above
named  corporations  (the "Issuers").  Capitalized  terms not otherwise  defined
herein shall have the meaning  ascribed to them in the Master  Distribution  and
Individual Shareholder Services Plan.

                                    RECITALS

     WHEREAS,  the  Issuers  are parties to a certain  Master  Distribution  and
Individual  Shareholder  Services Plan dated September 16, 2000, to be effective
May 1, 2001 and  amended  August 1, 2001,  December  3,  2001,  July 1, 2002 and
September 3, 2002 (the "Plan"); and

     WHEREAS,  the  Issuers'  Boards of  Directors  approved  an increase in the
distribution  fee  charged  to the C Class  shares  of the  Funds  reflected  on
Schedule A subject to approval of these Funds' C Class shareholders; and

     WHEREAS, the C Class shareholders of the Funds reflected on Schedule A that
have C Class  shareholders  have approved the change,  with the exception of the
Prime Money Market Fund;

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:

     1. Section 1(a) to the Plan is hereby  amended by deleting the text thereof
in its entirety and inserting in lieu therefor the following:

     a.   DISTRIBUTION  FEE. For purposes of paying costs and expenses  incurred
          in  providing  the  services  set forth in SECTION 2 below,  the Funds
          shall pay ACIM, as paying agent for the Funds, a fee equal to 75 basis
          points  (0.75%) per annum  (except Prime Money Market Fund which shall
          be 50 basis points  (0.50%)),  each of the average daily net assets of
          the shares of the Funds' C Class of shares (the "Distribution Fee").

     2. After the date  hereof,  all  references  to the Plan shall be deemed to
mean the Master  Distribution  and  Individual  Shareholder  Services  Plan,  as
amended by this Amendment No. 5.

     3. In the event of a conflict between the terms of this Amendment No. 5 and
the Plan,  it is the  intention of the parties that the terms of this  Amendment
No. 5 shall  control and the Plan shall be  interpreted  on that  basis.  To the
extent the provisions of the Plan have not been amended by this Amendment No. 5,
the parties hereby confirm and ratify the Plan.

     4. This Amendment No. 5 may be executed in two or more  counterparts,  each
of which shall be an original and all of which  together  shall  constitute  one
instrument.

     IN WITNESS  WHEREOF,  the undersigned have executed this Amendment No. 5 as
of the date first above written.

                      AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                      AMERICAN CENTURY GOVERNMENT INCOME TRUST
                      AMERICAN CENTURY INVESTMENT TRUST
                      AMERICAN CENTURY MUNICIPAL TRUST
                      AMERICAN CENTURY TARGET MATURITIES TRUST
                      AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS


                      BY: /s/ Charles A. Etherington
                          ---------------------------------------
                          Charles A. Etherington
                          Vice President of each of the Issuers





                                   SCHEDULE A

                         SERIES OFFERING C CLASS SHARES


SERIES                                                    DATE PLAN ADOPTED
------                                                    -----------------

AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
*        California High-Yield Municipal                    May 1, 2001
*        California Intermediate-Term Tax-Free              May 1, 2001
*        California Long-Term Tax-Free                      May 1, 2001

AMERICAN CENTURY GOVERNMENT INCOME TRUST
*        Ginnie Mae Fund (formerly GNMA Fund)               May 1, 2001

AMERICAN CENTURY INVESTMENT TRUST
*        Diversified Bond Fund                              September 3, 2002
*        Prime Money Market Fund                            May 1, 2001
*        High-Yield Fund                                    July 2, 2002

AMERICAN CENTURY MUNICIPAL TRUST
*        Arizona Municipal Bond Fund (formerly Arizona      May 1, 2001
         Intermediate-Term Municipal Fund)
*        Florida Municipal Bond Fund (formerly Florida      May 1, 2001
         Intermediate-Term Municipal Fund)
*        High-Yield Municipal Fund                          May 1, 2001
*        Tax-Free Bond Fund (formerly                       May 1, 2001
         Intermediate-Term Tax-Free Fund)

AMERICAN CENTURY TARGET MATURITIES TRUST
*        Target 2030 Fund                                   May 1, 2001

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
*        Equity Growth Fund                                 May 1, 2001
*        Income & Growth Fund                               May 1, 2001



By:   /s/ Charles A. Etherington
      -------------------------------------
Name:  Charles A. Etherington
Title: Vice President
Date:  January 2, 2004