-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LtZ9A/2dgmpTW4xt9BwF9W6f0vICuHYd0sQg+HGMpQelWKIiDAUqkUAcosYx5rrj ffPBwVd5hvW6ZesDIVP5OA== 0000717316-04-000016.txt : 20041027 0000717316-04-000016.hdr.sgml : 20041027 20041027141938 ACCESSION NUMBER: 0000717316-04-000016 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20040831 FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 EFFECTIVENESS DATE: 20041027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CENTURY CALIFORNIA TAX FREE & MUNICIPAL FUNDS CENTRAL INDEX KEY: 0000717316 IRS NUMBER: 946562826 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-03706 FILM NUMBER: 041099113 BUSINESS ADDRESS: STREET 1: 1665 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 8003218321 MAIL ADDRESS: STREET 1: 1665 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: BENHAM CALIFORNIA TAX FREE TRUST / DATE OF NAME CHANGE: 19960815 FORMER COMPANY: FORMER CONFORMED NAME: BENHAM CALIFORNIA TAX FREE & MUNICIPAL FUNDS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BENHAM CALIFORNIA TAX FREE TRUST DATE OF NAME CHANGE: 19910218 NSAR-B 1 answer.fil ACCTFMF NSAR FOR 08 31 2004 PAGE 1 000 B000000 08/31/2004 000 C000000 0000717316 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 AMERICAN CENTURY CA TAX-FREE & MUNICIPAL FDS 001 B000000 811-03706 001 C000000 8163407396 002 A000000 4500 MAIN 002 B000000 KANSAS CITY 002 C000000 MO 002 D010000 64111 002 D020000 7709 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 5 007 C010100 1 007 C020100 CALIFORNIA TAX-FREE MONEY MARKET FUND 007 C030100 N 007 C010200 2 007 C010300 3 007 C020300 CALIFORNIA INTERMEDIATE-TERM TAX-FREE 007 C030300 N 007 C010400 4 007 C020400 CALIFORNIA LONG-TERM TAX-FREE FUND 007 C030400 N 007 C010500 5 007 C020500 CALIFORNIA HIGH-YIELD MUNICIPAL FUND 007 C030500 N 007 C010600 6 007 C010700 7 007 C020700 CALIFORNIA LIMITED-TERM TAX-FREE FUND 007 C030700 N 007 C010800 8 007 C010900 9 007 C011000 10 008 A00AA01 AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. 008 B00AA01 A 008 C00AA01 801-08174 008 D01AA01 KANSAS CITY 008 D02AA01 MO 008 D03AA01 64111 008 D04AA01 7709 008 A00AA02 DELETE PAGE 2 010 A00AA01 AMERICAN CENTURY SERVICES CORPORATION 010 B00AA01 084-01406 010 C01AA01 KANSAS CITY 010 C02AA01 MO 010 C03AA01 64111 010 C04AA01 7709 010 A00AA02 DELETE 011 A00AA01 AMERICAN CENTURY INVESTMENT SERVICES, INC. 011 B00AA01 8-35220 011 C01AA01 KANSAS CITY 011 C02AA01 MO 011 C03AA01 64111 011 C04AA01 7709 011 A00AA02 DELETE 012 A00AA01 AMERICAN CENTURY SERVICES CORPORATION 012 B00AA01 84-01406 012 C01AA01 KANSAS CITY 012 C02AA01 MO 012 C03AA01 64111 012 C04AA01 7709 013 A00AA01 PRICEWATERHOUSECOOPERS LLP 013 B01AA01 KANSAS CITY 013 B02AA01 MO 013 B03AA01 64105 013 B04AA01 2140 014 A00AA01 AMERICAN CENTURY INVESTMENT SERVICES, INC. 014 B00AA01 8-35220 014 A00AA02 AMERICAN CENTURY BROKERAGE, INC. 014 B00AA02 8-50034 014 A00AA03 DELETE 015 A00AA01 JPMORGAN CHASE BANK 015 B00AA01 C 015 C01AA01 BROOKLYN 015 C02AA01 NY 015 C03AA01 11245 015 E04AA01 X 015 A00AA02 COMMERCE BANK, N.A. 015 B00AA02 C 015 C01AA02 KANSAS CITY 015 C02AA02 MO 015 C03AA02 64105 015 E06AA02 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 75 019 C00AA00 AMERICENIN 020 C000001 0 020 C000002 0 020 C000003 0 020 C000004 0 020 C000005 0 PAGE 3 020 C000006 0 020 C000007 0 020 C000008 0 020 C000009 0 020 C000010 0 021 000000 0 022 A000001 LEHMAN BROTHERS 022 B000001 13-2518466 022 C000001 437873 022 D000001 406589 022 A000002 PAINE WEBBER 022 B000002 13-2638166 022 C000002 211601 022 D000002 255520 022 A000003 SALOMON SMITH BARNEY 022 B000003 11-2418191 022 C000003 196954 022 D000003 123403 022 A000004 STONE & YOUNGBERG 022 B000004 94-1052545 022 C000004 58872 022 D000004 33669 022 A000005 E.J. DE LA ROSA 022 B000005 95-4223441 022 C000005 36401 022 D000005 55256 022 A000006 DEAN WITTER 022 B000006 94-1671384 022 C000006 54572 022 D000006 31434 022 A000007 MERRILL LYNCH & COMPANY, INC. 022 B000007 13-2973073 022 C000007 42350 022 D000007 28273 022 A000008 GOLDMAN SACHS & COMPANY 022 B000008 13-5108880 022 C000008 16288 022 D000008 42159 022 A000009 BEAR STEARNS SECURITIES 022 B000009 13-3299429 022 C000009 13538 022 D000009 39519 022 A000010 BANK OF AMERICA 022 B000010 94-1687665 022 C000010 14649 022 D000010 33064 023 C000000 1307204 023 D000000 1220299 024 00AA00 N 025 D00AA01 0 025 D00AA02 0 PAGE 4 025 D00AA03 0 025 D00AA04 0 025 D00AA05 0 025 D00AA06 0 025 D00AA07 0 025 D00AA08 0 026 A000000 N 026 B000000 N 026 C000000 N 026 D000000 Y 026 E000000 N 026 F000000 N 026 G010000 N 026 G020000 N 026 H000000 N 027 000000 Y 045 00AA00 Y 046 00AA00 N 047 00AA00 N 048 00AA00 0.000 048 A01AA00 0 048 A02AA00 0.000 048 B01AA00 0 048 B02AA00 0.000 048 C01AA00 0 048 C02AA00 0.000 048 D01AA00 0 048 D02AA00 0.000 048 E01AA00 0 048 E02AA00 0.000 048 F01AA00 0 048 F02AA00 0.000 048 G01AA00 0 048 G02AA00 0.000 048 H01AA00 0 048 H02AA00 0.000 048 I01AA00 0 048 I02AA00 0.000 048 J01AA00 0 048 J02AA00 0.000 048 K01AA00 0 048 K02AA00 0.000 054 A00AA00 Y 054 B00AA00 Y 054 C00AA00 Y 054 D00AA00 Y 054 E00AA00 N 054 F00AA00 Y 054 G00AA00 Y 054 H00AA00 Y 054 I00AA00 N PAGE 5 054 J00AA00 Y 054 K00AA00 Y 054 L00AA00 Y 054 M00AA00 Y 054 N00AA00 Y 054 O00AA00 Y 066 A00AA00 N 067 00AA00 N 068 A00AA00 N 068 B00AA00 N 069 00AA00 N 077 A000000 Y 077 B000000 Y 077 C000000 N 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 Y 078 000000 N 080 A00AA00 ICI MUTUAL INSURANCE COMPANY 080 C00AA00 30000 081 A00AA00 Y 081 B00AA00 103 082 A00AA00 Y 082 B00AA00 150 083 A00AA00 N 083 B00AA00 0 084 A00AA00 N 084 B00AA00 0 085 A00AA00 Y 085 B00AA00 N 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 PAGE 6 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 028 A010100 73028 028 A020100 220 028 A030100 0 028 A040100 64522 028 B010100 40946 028 B020100 262 028 B030100 0 028 B040100 64130 028 C010100 34645 028 C020100 238 028 C030100 0 028 C040100 44338 028 D010100 91886 028 D020100 253 028 D030100 0 028 D040100 95781 028 E010100 54239 028 E020100 272 028 E030100 0 028 E040100 54147 028 F010100 28278 028 F020100 314 028 F030100 0 028 F040100 35010 028 G010100 323022 028 G020100 1559 028 G030100 0 028 G040100 357928 028 H000100 0 029 000100 N 030 A000100 0 030 B000100 0.00 030 C000100 0.00 031 A000100 0 031 B000100 0 032 000100 0 033 000100 0 034 000100 N 035 000100 0 036 B000100 0 037 000100 N 038 000100 0 039 000100 Y 040 000100 N 041 000100 N 042 A000100 0 042 B000100 0 PAGE 7 042 C000100 0 042 D000100 0 042 E000100 0 042 F000100 0 042 G000100 0 042 H000100 0 043 000100 0 044 000100 0 049 000100 N 050 000100 N 051 000100 N 052 000100 Y 053 A000100 N 055 A000100 Y 055 B000100 N 056 000100 Y 057 000100 N 058 A000100 N 059 000100 Y 060 A000100 Y 060 B000100 Y 061 000100 2500 062 A000100 Y 062 B000100 0.0 062 C000100 0.0 062 D000100 0.0 062 E000100 99.7 062 F000100 0.0 062 G000100 0.0 062 H000100 0.0 062 I000100 0.0 062 J000100 0.0 062 K000100 0.0 062 L000100 0.3 062 M000100 0.0 062 N000100 0.0 062 O000100 0.0 062 P000100 0.0 062 Q000100 0.0 062 R000100 0.0 063 A000100 42 063 B000100 0.0 064 A000100 Y 064 B000100 N 070 A010100 Y 070 A020100 N 070 B010100 N 070 B020100 N 070 C010100 N 070 C020100 N 070 D010100 N PAGE 8 070 D020100 N 070 E010100 N 070 E020100 N 070 F010100 N 070 F020100 N 070 G010100 N 070 G020100 N 070 H010100 N 070 H020100 N 070 I010100 N 070 I020100 N 070 J010100 Y 070 J020100 Y 070 K010100 Y 070 K020100 Y 070 L010100 N 070 L020100 N 070 M010100 N 070 M020100 N 070 N010100 Y 070 N020100 N 070 O010100 Y 070 O020100 N 070 P010100 Y 070 P020100 Y 070 Q010100 N 070 Q020100 N 070 R010100 Y 070 R020100 N 071 A000100 0 071 B000100 0 071 C000100 0 071 D000100 0 072 A000100 12 072 B000100 6789 072 C000100 0 072 D000100 0 072 E000100 0 072 F000100 3098 072 G000100 0 072 H000100 0 072 I000100 0 072 J000100 0 072 K000100 0 072 L000100 0 072 M000100 24 072 N000100 0 072 O000100 0 072 P000100 0 072 Q000100 0 072 R000100 0 PAGE 9 072 S000100 0 072 T000100 0 072 U000100 0 072 V000100 0 072 W000100 100 072 X000100 3222 072 Y000100 0 072 Z000100 3567 072AA000100 165 072BB000100 0 072CC010100 0 072CC020100 0 072DD010100 3615 072DD020100 0 072EE000100 0 073 A010100 0.0058 073 A020100 0.0000 073 B000100 0.0000 073 C000100 0.0000 074 A000100 635 074 B000100 0 074 C000100 599238 074 D000100 0 074 E000100 0 074 F000100 0 074 G000100 0 074 H000100 0 074 I000100 0 074 J000100 0 074 K000100 0 074 L000100 1263 074 M000100 48 074 N000100 601184 074 O000100 0 074 P000100 252 074 Q000100 0 074 R010100 0 074 R020100 0 074 R030100 0 074 R040100 50 074 S000100 0 074 T000100 600882 074 U010100 600886 074 U020100 0 074 V010100 1.00 074 V020100 0.00 074 W000100 1.0000 074 X000100 5242 074 Y000100 0 075 A000100 625108 075 B000100 0 PAGE 10 076 000100 0.00 028 A010300 6194 028 A020300 1067 028 A030300 0 028 A040300 8872 028 B010300 6495 028 B020300 1094 028 B030300 0 028 B040300 10459 028 C010300 2879 028 C020300 973 028 C030300 0 028 C040300 9009 028 D010300 3008 028 D020300 987 028 D030300 0 028 D040300 7604 028 E010300 2230 028 E020300 1051 028 E030300 0 028 E040300 5405 028 F010300 2076 028 F020300 984 028 F030300 0 028 F040300 11224 028 G010300 22882 028 G020300 6156 028 G030300 0 028 G040300 52573 028 H000300 0 029 000300 N 030 A000300 0 030 B000300 0.00 030 C000300 0.00 031 A000300 0 031 B000300 0 032 000300 0 033 000300 0 034 000300 N 035 000300 0 036 B000300 0 037 000300 N 038 000300 0 039 000300 Y 040 000300 N 041 000300 N 042 A000300 0 042 B000300 0 042 C000300 0 042 D000300 0 042 E000300 0 PAGE 11 042 F000300 0 042 G000300 0 042 H000300 0 043 000300 0 044 000300 0 049 000300 N 050 000300 N 051 000300 N 052 000300 Y 053 A000300 N 055 A000300 N 055 B000300 N 056 000300 Y 057 000300 N 058 A000300 N 059 000300 Y 060 A000300 Y 060 B000300 Y 061 000300 5000 062 A000300 Y 062 B000300 0.0 062 C000300 0.0 062 D000300 0.0 062 E000300 2.7 062 F000300 0.0 062 G000300 0.0 062 H000300 0.0 062 I000300 0.0 062 J000300 0.0 062 K000300 0.0 062 L000300 1.2 062 M000300 0.0 062 N000300 0.0 062 O000300 96.1 062 P000300 0.0 062 Q000300 0.0 062 R000300 0.0 063 A000300 0 063 B000300 7.8 064 A000300 Y 064 B000300 N 070 A010300 Y 070 A020300 N 070 B010300 N 070 B020300 N 070 C010300 Y 070 C020300 N 070 D010300 N 070 D020300 N 070 E010300 Y 070 E020300 N PAGE 12 070 F010300 N 070 F020300 N 070 G010300 Y 070 G020300 N 070 H010300 N 070 H020300 N 070 I010300 N 070 I020300 N 070 J010300 Y 070 J020300 N 070 K010300 Y 070 K020300 Y 070 L010300 N 070 L020300 N 070 M010300 N 070 M020300 N 070 N010300 Y 070 N020300 N 070 O010300 Y 070 O020300 N 070 P010300 Y 070 P020300 Y 070 Q010300 N 070 Q020300 N 070 R010300 Y 070 R020300 N 071 A000300 85341 071 B000300 123694 071 C000300 426629 071 D000300 20 072 A000300 12 072 B000300 19222 072 C000300 0 072 D000300 0 072 E000300 0 072 F000300 2201 072 G000300 0 072 H000300 0 072 I000300 0 072 J000300 0 072 K000300 0 072 L000300 0 072 M000300 17 072 N000300 0 072 O000300 0 072 P000300 0 072 Q000300 0 072 R000300 0 072 S000300 0 072 T000300 0 072 U000300 0 PAGE 13 072 V000300 0 072 W000300 2 072 X000300 2220 072 Y000300 0 072 Z000300 17002 072AA000300 0 072BB000300 777 072CC010300 5888 072CC020300 0 072DD010300 17002 072DD020300 0 072EE000300 0 073 A010300 0.4398 073 A020300 0.0000 073 B000300 0.0000 073 C000300 0.0000 074 A000300 0 074 B000300 0 074 C000300 11278 074 D000300 402231 074 E000300 0 074 F000300 0 074 G000300 0 074 H000300 0 074 I000300 0 074 J000300 0 074 K000300 0 074 L000300 5684 074 M000300 0 074 N000300 419193 074 O000300 0 074 P000300 176 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 362 074 S000300 0 074 T000300 418655 074 U010300 36679 074 U020300 0 074 V010300 11.41 074 V020300 0.00 074 W000300 0.0000 074 X000300 3740 074 Y000300 0 075 A000300 0 075 B000300 439831 076 000300 0.00 028 A010400 4779 028 A020400 1242 PAGE 14 028 A030400 0 028 A040400 7741 028 B010400 2311 028 B020400 1271 028 B030400 0 028 B040400 12416 028 C010400 1422 028 C020400 1130 028 C030400 0 028 C040400 9054 028 D010400 2650 028 D020400 1112 028 D030400 0 028 D040400 6868 028 E010400 2007 028 E020400 1159 028 E030400 0 028 E040400 5274 028 F010400 2965 028 F020400 1106 028 F030400 0 028 F040400 3125 028 G010400 16134 028 G020400 7020 028 G030400 0 028 G040400 44478 028 H000400 0 029 000400 N 030 A000400 0 030 B000400 0.00 030 C000400 0.00 031 A000400 0 031 B000400 0 032 000400 0 033 000400 0 034 000400 N 035 000400 0 036 B000400 0 037 000400 N 038 000400 0 039 000400 Y 040 000400 N 041 000400 N 042 A000400 0 042 B000400 0 042 C000400 0 042 D000400 0 042 E000400 0 042 F000400 0 042 G000400 0 042 H000400 0 PAGE 15 043 000400 0 044 000400 0 049 000400 N 050 000400 N 051 000400 N 052 000400 Y 053 A000400 N 055 A000400 N 055 B000400 N 056 000400 Y 057 000400 N 058 A000400 N 059 000400 Y 060 A000400 Y 060 B000400 Y 061 000400 5000 062 A000400 Y 062 B000400 0.0 062 C000400 0.0 062 D000400 0.0 062 E000400 1.3 062 F000400 0.0 062 G000400 0.0 062 H000400 0.0 062 I000400 0.0 062 J000400 0.0 062 K000400 0.0 062 L000400 -0.1 062 M000400 0.0 062 N000400 0.0 062 O000400 98.8 062 P000400 0.0 062 Q000400 0.0 062 R000400 0.0 063 A000400 0 063 B000400 14.5 064 A000400 Y 064 B000400 N 070 A010400 Y 070 A020400 N 070 B010400 N 070 B020400 N 070 C010400 Y 070 C020400 N 070 D010400 N 070 D020400 N 070 E010400 Y 070 E020400 Y 070 F010400 N 070 F020400 N 070 G010400 Y PAGE 16 070 G020400 N 070 H010400 N 070 H020400 N 070 I010400 N 070 I020400 N 070 J010400 Y 070 J020400 N 070 K010400 Y 070 K020400 Y 070 L010400 N 070 L020400 N 070 M010400 N 070 M020400 N 070 N010400 Y 070 N020400 N 070 O010400 Y 070 O020400 N 070 P010400 Y 070 P020400 Y 070 Q010400 N 070 Q020400 N 070 R010400 Y 070 R020400 N 071 A000400 85067 071 B000400 122472 071 C000400 451773 071 D000400 19 072 A000400 12 072 B000400 23715 072 C000400 0 072 D000400 0 072 E000400 0 072 F000400 2427 072 G000400 0 072 H000400 0 072 I000400 0 072 J000400 0 072 K000400 0 072 L000400 0 072 M000400 19 072 N000400 0 072 O000400 0 072 P000400 0 072 Q000400 0 072 R000400 0 072 S000400 0 072 T000400 0 072 U000400 0 072 V000400 0 072 W000400 1 072 X000400 2447 PAGE 17 072 Y000400 0 072 Z000400 21268 072AA000400 0 072BB000400 1756 072CC010400 12679 072CC020400 0 072DD010400 21411 072DD020400 0 072EE000400 174 073 A010400 0.5122 073 A020400 0.0000 073 B000400 0.0041 073 C000400 0.0000 074 A000400 0 074 B000400 0 074 C000400 6194 074 D000400 463095 074 E000400 0 074 F000400 0 074 G000400 0 074 H000400 0 074 I000400 0 074 J000400 0 074 K000400 0 074 L000400 5998 074 M000400 0 074 N000400 475287 074 O000400 5550 074 P000400 194 074 Q000400 0 074 R010400 0 074 R020400 0 074 R030400 0 074 R040400 652 074 S000400 0 074 T000400 468891 074 U010400 40126 074 U020400 0 074 V010400 11.69 074 V020400 0.00 074 W000400 0.0000 074 X000400 4506 074 Y000400 0 075 A000400 0 075 B000400 484823 076 000400 0.00 028 A010500 5856 028 A020500 1145 028 A030500 0 028 A040500 5381 028 B010500 4817 PAGE 18 028 B020500 1177 028 B030500 0 028 B040500 7164 028 C010500 3658 028 C020500 1050 028 C030500 0 028 C040500 9626 028 D010500 2977 028 D020500 1076 028 D030500 0 028 D040500 5997 028 E010500 4042 028 E020500 1125 028 E030500 0 028 E040500 3723 028 F010500 8942 028 F020500 1055 028 F030500 0 028 F040500 2378 028 G010500 30292 028 G020500 6628 028 G030500 0 028 G040500 34269 028 H000500 0 029 000500 Y 030 A000500 3 030 B000500 4.50 030 C000500 0.00 031 A000500 0 031 B000500 0 032 000500 0 033 000500 3 034 000500 Y 035 000500 8 036 A000500 N 036 B000500 0 037 000500 N 038 000500 0 039 000500 Y 040 000500 Y 041 000500 Y 042 A000500 0 042 B000500 0 042 C000500 0 042 D000500 0 042 E000500 0 042 F000500 0 042 G000500 0 042 H000500 100 043 000500 64 044 000500 0 PAGE 19 049 000500 N 050 000500 N 051 000500 N 052 000500 Y 053 A000500 N 055 A000500 N 055 B000500 N 056 000500 Y 057 000500 N 058 A000500 N 059 000500 Y 060 A000500 N 060 B000500 N 061 000500 5000 062 A000500 Y 062 B000500 0.0 062 C000500 0.0 062 D000500 0.0 062 E000500 4.3 062 F000500 0.0 062 G000500 0.0 062 H000500 0.0 062 I000500 0.0 062 J000500 0.0 062 K000500 0.0 062 L000500 -1.1 062 M000500 0.0 062 N000500 0.0 062 O000500 96.8 062 P000500 0.0 062 Q000500 0.0 062 R000500 0.0 063 A000500 0 063 B000500 20.9 064 A000500 Y 064 B000500 N 070 A010500 Y 070 A020500 N 070 B010500 N 070 B020500 N 070 C010500 Y 070 C020500 N 070 D010500 N 070 D020500 N 070 E010500 Y 070 E020500 N 070 F010500 N 070 F020500 N 070 G010500 Y 070 G020500 N 070 H010500 N PAGE 20 070 H020500 N 070 I010500 N 070 I020500 N 070 J010500 Y 070 J020500 Y 070 K010500 Y 070 K020500 Y 070 L010500 N 070 L020500 N 070 M010500 N 070 M020500 N 070 N010500 Y 070 N020500 N 070 O010500 Y 070 O020500 N 070 P010500 Y 070 P020500 Y 070 Q010500 N 070 Q020500 N 070 R010500 Y 070 R020500 N 071 A000500 66756 071 B000500 65721 071 C000500 338588 071 D000500 19 072 A000500 12 072 B000500 20082 072 C000500 0 072 D000500 0 072 E000500 0 072 F000500 1828 072 G000500 0 072 H000500 0 072 I000500 0 072 J000500 0 072 K000500 0 072 L000500 0 072 M000500 13 072 N000500 0 072 O000500 0 072 P000500 0 072 Q000500 0 072 R000500 0 072 S000500 0 072 T000500 64 072 U000500 0 072 V000500 0 072 W000500 2 072 X000500 1907 072 Y000500 0 072 Z000500 18175 PAGE 21 072AA000500 569 072BB000500 0 072CC010500 9105 072CC020500 0 072DD010500 0 072DD020500 0 072EE000500 0 073 A010500 0.0000 073 A020500 0.0000 073 B000500 0.0000 073 C000500 0.0000 074 A000500 17 074 B000500 0 074 C000500 15208 074 D000500 341002 074 E000500 0 074 F000500 0 074 G000500 0 074 H000500 0 074 I000500 0 074 J000500 0 074 K000500 0 074 L000500 6571 074 M000500 0 074 N000500 362798 074 O000500 10027 074 P000500 161 074 Q000500 0 074 R010500 0 074 R020500 0 074 R030500 0 074 R040500 395 074 S000500 0 074 T000500 352215 074 U010500 0 074 U020500 0 074 V010500 0.00 074 V020500 0.00 074 W000500 0.0000 074 X000500 2622 074 Y000500 0 075 A000500 0 075 B000500 344618 076 000500 0.00 028 A010700 8304 028 A020700 387 028 A030700 0 028 A040700 6505 028 B010700 6829 028 B020700 398 028 B030700 0 PAGE 22 028 B040700 12710 028 C010700 4594 028 C020700 354 028 C030700 0 028 C040700 8533 028 D010700 4670 028 D020700 362 028 D030700 0 028 D040700 10654 028 E010700 3139 028 E020700 402 028 E030700 0 028 E040700 4556 028 F010700 3576 028 F020700 384 028 F030700 0 028 F040700 6195 028 G010700 31112 028 G020700 2287 028 G030700 0 028 G040700 49153 028 H000700 0 029 000700 N 030 A000700 0 030 B000700 0.00 030 C000700 0.00 031 A000700 0 031 B000700 0 032 000700 0 033 000700 0 034 000700 N 035 000700 0 036 B000700 0 037 000700 N 038 000700 0 039 000700 Y 040 000700 N 041 000700 N 042 A000700 0 042 B000700 0 042 C000700 0 042 D000700 0 042 E000700 0 042 F000700 0 042 G000700 0 042 H000700 0 043 000700 0 044 000700 0 049 000700 N 050 000700 N 051 000700 N PAGE 23 052 000700 Y 053 A000700 N 055 A000700 Y 055 B000700 N 056 000700 Y 057 000700 N 058 A000700 N 059 000700 Y 060 A000700 Y 060 B000700 Y 061 000700 5000 062 A000700 Y 062 B000700 0.0 062 C000700 0.0 062 D000700 0.0 062 E000700 16.5 062 F000700 0.0 062 G000700 0.0 062 H000700 0.0 062 I000700 0.0 062 J000700 0.0 062 K000700 0.0 062 L000700 1.1 062 M000700 0.0 062 N000700 0.0 062 O000700 82.4 062 P000700 0.0 062 Q000700 0.0 062 R000700 0.0 063 A000700 0 063 B000700 4.1 064 A000700 Y 064 B000700 N 070 A010700 Y 070 A020700 N 070 B010700 N 070 B020700 N 070 C010700 Y 070 C020700 N 070 D010700 N 070 D020700 N 070 E010700 Y 070 E020700 N 070 F010700 N 070 F020700 N 070 G010700 Y 070 G020700 N 070 H010700 N 070 H020700 N 070 I010700 N 070 I020700 N PAGE 24 070 J010700 Y 070 J020700 N 070 K010700 Y 070 K020700 Y 070 L010700 N 070 L020700 N 070 M010700 N 070 M020700 N 070 N010700 Y 070 N020700 N 070 O010700 Y 070 O020700 N 070 P010700 Y 070 P020700 Y 070 Q010700 N 070 Q020700 N 070 R010700 Y 070 R020700 N 071 A000700 117404 071 B000700 129528 071 C000700 213312 071 D000700 55 072 A000700 12 072 B000700 7137 072 C000700 0 072 D000700 0 072 E000700 0 072 F000700 1153 072 G000700 0 072 H000700 0 072 I000700 0 072 J000700 0 072 K000700 0 072 L000700 0 072 M000700 9 072 N000700 0 072 O000700 0 072 P000700 0 072 Q000700 0 072 R000700 0 072 S000700 0 072 T000700 0 072 U000700 0 072 V000700 0 072 W000700 1 072 X000700 1163 072 Y000700 0 072 Z000700 5974 072AA000700 0 072BB000700 900 072CC010700 934 PAGE 25 072CC020700 0 072DD010700 5974 072DD020700 0 072EE000700 61 073 A010700 0.2780 073 A020700 0.0000 073 B000700 0.0028 073 C000700 0.0000 074 A000700 182 074 B000700 0 074 C000700 36375 074 D000700 181234 074 E000700 0 074 F000700 0 074 G000700 0 074 H000700 0 074 I000700 0 074 J000700 0 074 K000700 0 074 L000700 2354 074 M000700 0 074 N000700 220145 074 O000700 0 074 P000700 92 074 Q000700 0 074 R010700 0 074 R020700 0 074 R030700 0 074 R040700 104 074 S000700 0 074 T000700 219949 074 U010700 20539 074 U020700 0 074 V010700 10.71 074 V020700 0.00 074 W000700 0.0000 074 X000700 1019 074 Y000700 0 075 A000700 0 075 B000700 230355 076 000700 0.00 SIGNATURE JON ZINDEL TITLE TAX OFFICER EX-99.77B 2 exhibit77b.txt ACCTFMF EXHIBIT 77B Report of Independent Registered Public Accounting Firm To the Trustees of the American Century California Tax-Free and Municipal Funds and Shareholders of the California Tax-Free Money Market Fund, the California Limited-Term Tax-Free Fund, the California Intermediate-Term Tax-Free Fund, the California Long-Term Tax-Free Fund and the California High-Yield Municipal Fund: In planning and performing our audits of the financial statements of the American Century California Tax-Free and Municipal Funds (the "Funds") for the year ended August 31, 2004, we considered their internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, not to provide assurance on internal control. The management of the Funds is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with generally accepted accounting principles. Those controls include the safeguarding of assets against unauthorized acquisition, use or disposition. Because of inherent limitations in internal control, errors or fraud may occur and not be detected. Also, projection of any evaluation of internal control to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the effectiveness of their design and operation may deteriorate. Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). A material weakness, for purposes of this report, is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of August 31, 2004. This report is intended solely for the information and use of the Board of Directors, management and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Kansas City, Missouri October 14, 2004 EX-99.77Q1 3 exhibit77q1e.txt EXHIBIT 77Q1E American Century California Tax-Free and Municipal Funds Page 1 AMENDED AND RESTATED MANAGEMENT AGREEMENT This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as of the 1st day of August, 2004 by and between AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS, a Massachusetts business trust and registered investment company (the "Company"), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (the "Investment Manager"). WHEREAS, the Company has adopted an Amended and Restated Multiple Class Plan dated as of September 3, 2002 (as the same may be amended from time to time, the "Multiple Class Plan"), pursuant to Rule 18f-3 of the Investment Company Act of 1940, as amended (the "Investment Company Act"); WHEREAS, the Multiple Class Plan establishes one or more classes of shares for each series of shares of the Company; WHEREAS, the parties hereto have agreed to a revised methodology for calculation of the rate at which the Management Fee is payable hereunder for each series and each class of each series of shares of the Company; WHEREAS, the revised methodology will result in the same or lower Management Fees than those that are currently in place for each series and each class of each series of shares of the Company; and WHEREAS, the parties hereto desire to enter into this Agreement (i) to arrange for investment management services to be provided by the Investment Manager for all series and classes of shares issued by the Company; and (ii) to reflect the revisions to the Management Fee calculation agreed to by the Board of Directors of the Company and the Investment Manager. NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements herein contained, the parties agree as follows: 1. Investment Management Services. The Investment Manager shall supervise the investments of each series of shares of the Company contemplated as of the date hereof, and such subsequent series of shares as the Company shall select the Investment Manager to manage. In such capacity, the Investment Manager shall maintain a continuous investment program for each such series, determine what securities shall be purchased or sold by each series, secure and evaluate such information as it deems proper and take whatever action is necessary or convenient to perform its functions, including the placing of purchase and sale orders. 2. Compliance with Laws. All functions undertaken by the Investment Manager hereunder shall at all times conform to, and be in accordance with, any requirements imposed by: (a) the Investment Company Act and any rules and regulations promulgated thereunder; (b) any other applicable provisions of law; (c) the Declaration of Trust of the Company as amended from time to time; (d) the By-Laws of the Company as amended from time to time; (e) the Multiple Class Plan; and (f) the registration statement(s) of the Company, as amended from time to time, filed under the Securities Act of 1933 and the Investment Company Act. 3. Board Supervision. All of the functions undertaken by the Investment Manager hereunder shall at all times be subject to the direction of the Board of Trustees (collectively, the "Board of Directors", and each Trustee individually a "Director") of the Company, its executive committee, or any committee or officers of the Company acting under the authority of the Board of Directors. 4. Payment of Expenses. The Investment Manager will pay all of the expenses of each series of the Company's shares that it shall manage, other than interest, taxes, brokerage commissions, portfolio insurance, extraordinary expenses, the fees and expenses of those Directors who are not "interested persons" as defined in Investment Company Act (hereinafter referred to as the "Independent Directors") (including counsel fees), and expenses incurred in connection with the provision of shareholder services and distribution services under a plan adopted pursuant to Rule 12b-1 under the Investment Company Act. The Investment Manager will provide the Company with all physical facilities and personnel required to carry on the business of each series that the Investment Manager shall manage, including but not limited to office space, office furniture, fixtures and equipment, office supplies, computer hardware and software and salaried and hourly paid personnel. The Investment Manager may at its expense employ others to provide all or any part of such facilities and personnel. 5. Account Fees. The Board of Directors may impose fees for various account services, proceeds of which may be remitted to the appropriate Fund or the Investment Manager at the discretion of the Board. At least 60 days' prior written notice of the intent to impose such fee must be given to the shareholders of the affected series. 6. Management Fees. (a) In consideration of the services provided by the Investment Manager, each class of a series of shares of the Company shall pay to the Investment Manager a management fee that is calculated as described in this Section 6 using the fee schedules described herein. (b) Definitions (1) An "Investment Team" is the Portfolio Managers that the Investment Manager has designated to manage a given portfolio. (2) An "Investment Strategy" is the processes and policies implemented by the Investment Manager for pursuing a particular investment objective managed by an Investment Team. (3) A "Primary Strategy Portfolio" is each series of the Company, as well as any other series of any other registered investment company for which the Investment Manager serves as the investment manager and for which American Century Investment Services, Inc. serves as the distributor; provided, however, that a registered investment company that invests its assets exclusively in the shares of other registered investment companies shall not be a Primary Strategy Portfolio. Any exceptions to the above requirements shall be approved by the Board of Directors of the Company (4) A "Secondary Strategy Portfolio" is another account managed by the Investment Manager that is managed by the same Investment Team as that assigned to manage any Primary Strategy Portfolio that shares the same board of directors or board of trustees as the Company. Any exceptions to this requirement shall be approved by the Board of Directors of the Company (5) An "Investment Category" for a series of the Company is the group to which the series is assigned for determining the first component of its management fee. Each Primary Strategy Portfolio is assigned to one of the three Investment Categories indicated below. The Investment Category assignments for the series of the Company appear in Schedule B to this Agreement. The assets in each of the Investment Categories ("Investment Category Assets") is determined as follows: a) Money Market Fund Category Assets. The assets which are used to determine the fee for this Investment Category is the sum of the assets of all of the Primary Strategy Portfolios and Secondary Strategy Portfolios that invest primarily in debt securities and are subject to Rule 2a-7 under the Investment Company Act. b) Bond Fund Category Assets. The assets which are used to determine the fee for this Investment Category is the sum the assets of all of the Primary Strategy Portfolios and Secondary Strategy Portfolios that invest primarily in debt securities and are not subject to Rule 2a-7 under the Investment Company Act. c) Equity Fund Category Assets. The assets which are used to determine the fee for this Investment Category is the sum the assets of all of the Primary Strategy Portfolios and Secondary Strategy Portfolios that invest primarily in equity securities. (6) The "Per Annum Investment Category Fee Dollar Amount" for a series is the dollar amount resulting from applying the applicable Investment Category Fee Schedule for the series of the Company (as shown on Schedule A) using the applicable Investment Category Assets. (7) The "Per Annum Investment Category Fee Rate" for a series of the Company is the percentage rate that results from dividing the Per Annum Investment Category Fee Dollar Amount for the series by the applicable Investment Category Assets for the series. (8) The "Complex Assets" is the sum of the assets in all of the Primary Strategy Portfolios. (9) The "Per Annum Complex Fee Dollar Amount" for a class of a series of the Company shall be the dollar amount resulting from application of the Complex Assets to the Complex Fee Schedule for the class as shown in Schedule C. (10) The "Per Annum Complex Fee Rate" for a class of a series of the Company is the percentage rate that results from dividing the Per Annum Complex Fee Dollar Amount for the class of a series by the Complex Assets. (11) The "Per Annum Management Fee Rate" for a class of a series of the Company is the sum of the Per Annum Investment Category Fee Rate applicable to the series and the Per Annum Complex Fee Fee Rate applicable to the class of the series. (c) Daily Management Fee Calculation. For each calendar day, each class of each series of shares of the Company shall accrue a fee calculated by multiplying the Per Annum Management Fee Rate for that class times the net assets of the class on that day, and further dividing that product by 365 (366 in leap years). (d) Monthly Management Fee Payment. On the first business day of each month, each class of each series of shares of the Company shall pay the management fee to the Investment Manager for the previous month. The fee for the previous month shall be the sum of the Daily Management Fee Calculations for each calendar day in the previous month. (e) Additional Series or Classes. In the event that the Board of Directors shall determine to issue any additional series of shares for which it is proposed that the Investment Manager serve as investment manager, the Company and the Investment Manager shall enter into an Addendum to this Agreement setting forth the name of the series or classes, as appropriate, the Applicable Fee and such other terms and conditions as are applicable to the management of such series of shares. 7. Continuation of Agreement. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of two years from the execution hereof, and for as long thereafter as its continuance is specifically approved, as to each series of the Company, at least annually (i) by the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the Company, and (ii) by the vote of a majority of the Directors of the Company, who are not parties to the agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. 8. Termination. This Agreement may be terminated, with respect to any series, by the Investment Manager at any time without penalty upon giving the Company 60 days' written notice, and may be terminated, with respect to any series, at any time without penalty by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of such series on 60 days' written notice to the Investment Manager. 9. Effect of Assignment. This Agreement shall automatically terminate in the event of assignment by the Investment Manager, the term "assignment" for this purpose having the meaning defined in Section 2(a)(4) of the Investment Company Act. 10. Other Activities. Nothing herein shall be deemed to limit or restrict the right of the Investment Manager, or the right of any of its officers, directors or employees (who may also be a Director, officer or employee of the Company), to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association. 11. Standard of Care. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties hereunder on the part of the Investment Manager, it, as an inducement to it to enter into this Agreement, shall not be subject to liability to the Company or to any shareholder of the Company for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. 12. Separate Agreement. The parties hereto acknowledge that certain provisions of the Investment Company Act, in effect, treat each series of shares of a registered investment company as a separate investment company. Accordingly, the parties hereto hereby acknowledge and agree that, to the extent deemed appropriate and consistent with the Investment Company Act, this Agreement shall be deemed to constitute a separate agreement between the Investment Manager and each series of shares of the Company managed by the Investment Manager. 13. Use of the Names "American Century" and "Benham." The name "American Century" and all rights to the use of the names "American Century" and "Benham" are the exclusive property of American Century Services Corporation ("ACSC"), an affiliate of the Investment Manager. ACSC has consented to, and granted a non-exclusive license for, the use by the Company and their respective series of the names "American Century" and "Benham" in the name of the Company and any series of shares thereof. Such consent and non-exclusive license may be revoked by ACSC in its discretion if ACSC, the Investment Manager, or a subsidiary or affiliate of either of them is not employed as the investment manager of each series of shares of the Company. In the event of such revocation, the Company and each series of shares thereof using the name "American Century" or "Benham" shall cease using the name "American Century" or "Benham", unless otherwise consented to by ACSC or any successor to its interest in such names. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first written above. Attest: AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS Charles A. Etherington William M. Lyons Assistant Secretary President Attest: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. Charles C.S. Park Mark Mallon Secretary Senior Vice President and Chief Investment Officer - ------------------------------------------------------------------------------- American Century Schedule A: Investment Category Fee Schedules - ------------------------------------------------------------------------------- page A-2 American Century California Tax-Free and Municipal Funds Schedule A: Category Fee Schedules - ----------------------------------------------------------------------------------------------------------------
Page A-1 Schedule A Investment Category Fee Schedules Money Market Funds =========================================== ========================================================================= Rate Schedules Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 4 - ------------------------------------------- ----------------- ------------------ ----------------- ------------------ - ------------------------------------------- ----------------- ------------------ ----------------- ------------------ First $1 billion 0.2500% 0.2700% 0.3500% 0.2300% Next $1 billion 0.2070% 0.2270% 0.3070% 0.1870% Next $3 billion 0.1660% 0.1860% 0.2660% 0.1460% Next $5 billion 0.1490% 0.1690% 0.2490% 0.1290% Next $15 billion 0.1380% 0.1580% 0.2380% 0.1180% Next $25 billion 0.1375% 0.1575% 0.2375% 0.1175% Thereafter 0.1370% 0.1570% 0.2370% 0.1170% =========================================== ================= ================== ================= ================== Bond Funds ====================== ============================================================================================== Rate Schedules Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 - ---------------------- --------------- --------------- --------------- --------------- --------------- -------------- - ---------------------- --------------- --------------- --------------- --------------- --------------- -------------- First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600% Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080% Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780% Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580% Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450% Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430% Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425% ====================== =============== =============== =============== =============== =============== ==============
Equity Funds ========================== =============================================== Rate Schedules Category Assets Schedule 1 Schedule 2 - -------------------------- ----------------------- ----------------------- - -------------------------- ----------------------- ----------------------- First $1 billion 0.5200% 0.7200% Next $5 billion 0.4600% 0.6600% Next $15 billion 0.4160% 0.6160% Next $25 billion 0.3690% 0.5690% Next $50 billion 0.3420% 0.5420% Next $150 billion 0.3390% 0.5390% Thereafter 0.3380% 0.5380% ========================== ======================= =======================
American Century Schedule B: Complex Fee Schedules - ------------------------------------------------------------------------------- page B-2 American Century California Tax-Free and Municipal Funds Schedule B: Investment Category Assignments - -------------------------------------------------------------------------------------------------------------------
Page B-1 Schedule B Investment Category Assignments American Century California Tax-Free and Municipal Funds =========================================================== ======================================= ================= Series Category Applicable Fee Schedule Number - ----------------------------------------------------------- --------------------------------------- ----------------- - ----------------------------------------------------------- --------------------------------------- ----------------- California Tax-Free Money Market Fund Money Market Funds 2 - ----------------------------------------------------------- --------------------------------------- ----------------- - ----------------------------------------------------------- --------------------------------------- ----------------- California Limited-Term Tax-Free Fund Bond Funds 1 - ----------------------------------------------------------- --------------------------------------- ----------------- - ----------------------------------------------------------- --------------------------------------- ----------------- California Intermediate-Term Tax-Free Fund Bond Funds 1 - ----------------------------------------------------------- --------------------------------------- ----------------- - ----------------------------------------------------------- --------------------------------------- ----------------- California Long-Term Tax-Free Fund Bond Funds 1 - ----------------------------------------------------------- --------------------------------------- ----------------- - ----------------------------------------------------------- --------------------------------------- ----------------- California High-Yield Municipal Fund Bond Funds 2 =========================================================== ======================================= ================= - ----------------------------------------------------------------------------------------------------------------
American Century California Tax-Free and Municipal Funds Schedule C: Complex Fee Schedules - ----------------------------------------------------------------------------------------------------------------
Page C-1 Schedule C Complex Fee Schedules ========================================= ========================================================================== Rate Schedules Complex Assets Advisor Class Institutional Class All Other Classes - ----------------------------------------- ------------------------ ------------------------ ------------------------ - ----------------------------------------- ------------------------ ------------------------ ------------------------ First $2.5 billion 0.0600% 0.1100% 0.3100% Next $7.5 billion 0.0500% 0.1000% 0.3000% Next $15.0 billion 0.0485% 0.0985% 0.2985% Next $25.0 billion 0.0470% 0.0970% 0.2970% Next $25.0 billion 0.0370% 0.0870% 0.2870% Next $25.0 billion 0.0300% 0.0800% 0.2800% Next $25.0 billion 0.0200% 0.0700% 0.2700% Next $25.0 billion 0.0150% 0.0650% 0.2650% Next $25.0 billion 0.0100% 0.0600% 0.2600% Next $25.0 billion 0.0050% 0.0550% 0.2550% Thereafter 0.0000% 0.0500% 0.2500% ========================================= ======================== ======================== ========================
EX-99.77Q1 4 exhibit77q1a2.txt EXHIBIT 77Q1A2 AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS, ET AL. Bylaws - -------------------------------------------------------------------------------------------------------------------
Table of Contents, continued March 9, 1998: Table of Contents--page 2 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 March 26,2004: Bylaws as amended March 26, 2004 Table of Contents ARTICLE I Offices.................................................................................................1 Section 1. Principal Office.................................................................................1 Section 2. Other Offices....................................................................................1 ARTICLE II Meetings of Shareholders...............................................................................1 Section 1. Place of Meetings................................................................................1 Section 2. Call of Meeting..................................................................................1 Section 3. Notice of Shareholders' Meeting..................................................................1 Section 4. Manner of Giving Notice; Affidavit of Notice.....................................................2 Section 5. Adjourned Meeting; Notice........................................................................2 Section 6. Voting...........................................................................................2 Section 7. Waiver of Notice By Consent of Absent Shareholders...............................................3 Section 8. Shareholder Action By Written Consent Without A Meeting..........................................3 Section 9. Record Date for Shareholder Notice, Voting and Giving Consents...................................3 Section 10. Proxies.........................................................................................4 Section 11. Inspectors of Election..........................................................................4 ARTICLE III Trustees..............................................................................................5 Section 1. Powers...........................................................................................5 Section 2. Number And Qualification Of Trustees.............................................................5 Section 3. Mandatory Retirement.............................................................................5 Section 4. Vacancies........................................................................................5 Section 5. Place of Meetings and Meetings by Telephone......................................................6 Section 6. Regular Meetings.................................................................................6 Section 7. Special Meetings.................................................................................6 Section 8. Quorum...........................................................................................6 Section 9. Waiver of Notice.................................................................................7 Section 10. Adjournment.....................................................................................7 Section 11. Notice of Adjournment...........................................................................7 Section 12. Action Without A Meeting........................................................................7 Section 13. Fees and Compensation of Trustees...............................................................7 ARTICLE IV Committees.............................................................................................8 Section 1. Committees of Trustees...........................................................................8 Section 2. Meetings and Action of Committees................................................................8 ARTICLE V Officers................................................................................................9 Section 1. Officers.........................................................................................9 Section 2. Election of Officers.............................................................................9 Section 3. Subordinate Officers.............................................................................9 Section 4. Removal and Resignation of Officers..............................................................9 Section 5. Vacancies In Offices.............................................................................9 Section 6. Chairman of the Board............................................................................9 Section 7. President.......................................................................................10 Section 8. Vice Presidents.................................................................................10 Section 9. Secretary.......................................................................................10 Section 10. Chief Financial Officer........................................................................10 ARTICLE VI Indemnification of Trustees, Officers, Employees and Other Agents.....................................11 Section 1. Agents, Proceedings and Expenses................................................................11 Section 2. Actions Other Than By Trust.....................................................................11 Section 3. Actions By The Trust............................................................................11 Section 4. Exclusion of Indemnification....................................................................12 Section 5. Successful Defense By Agent.....................................................................12 Section 6. Required Approval...............................................................................12 Section 7. Advance of Expenses.............................................................................12 Section 8. Other Contractual Rights........................................................................13 Section 9. Limitations.....................................................................................13 Section 10. Insurance......................................................................................13 Section 11. Fiduciaries of Employee Benefit Plan...........................................................13 ARTICLE VII Records and Reports..................................................................................13 Section 1. Maintenance and Inspection of Share Register....................................................13 Section 2. Maintenance and Inspection of Bylaws............................................................14 Section 3. Maintenance and Inspection of Other Records.....................................................14 Section 4. Inspection by Trustees..........................................................................14 Section 5. Financial Statements............................................................................14 ARTICLE VIII General Matters.....................................................................................15 Section 1. Checks, Drafts, Evidence of Indebtedness........................................................15 Section 2. Contracts and Instruments; How Executed.........................................................15 Section 3. Certificates for Shares.........................................................................15 Section 4. Lost Certificates...............................................................................15 Section 5. Representation of Shares of Other Entities......................................................15 ARTICLE IX Amendments............................................................................................16 Section 1. Amendment by Shareholders.......................................................................16 Section 2. Amendment By Trustees...........................................................................16
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS, ET AL. Bylaws - -------------------------------------------------------------------------------------------------------------------
March 9, 1998: page 16 Bylaws as amended March 26, 2004 ARTICLE I Offices Section 1. Principal Office The Board of Trustees shall fix the location of the principal executive office of the Trust at any place within or outside The Commonwealth of Massachusetts. Section 2. Other Offices The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the trust intends to do business. ARTICLE II Meetings of Shareholders Section 1. Place of Meetings Meetings of shareholders shall be held at any place within or outside The Commonwealth of Massachusetts designated by the Board of Trustees. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the Trust. Section 2. Call of Meeting A meeting of the shareholders shall be held whenever called by the Trustees and whenever required by the provisions of the 1940 Act. A shareholder meeting may be called at any time by the Board of Trustees or by the Chairman of the Board or by the President. If a shareholder meeting is a meeting of the shareholders of one or more series or classes of shares, but not a meeting of all shareholders of the Trust, then only special meetings of the shareholders of such one or more series or classes shall be called and only the shareholders of such one or more series or classes shall be entitled to notice of and to vote at such meeting. Section 3. Notice of Shareholders' Meeting All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 4 of this Article II not less than ten (10) nor more than seventy-five (75) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted. The notice of any meeting at which trustees are to be elected also shall include the name of any nominee or nominees whom at the time of the notice are intended to be presented for election. If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a trustee has a direct or indirect financial interest, (ii) an amendment of the Declaration of Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of the Trust, the notice shall also state the general nature of that proposal. Section 4. Manner of Giving Notice; Affidavit of Notice Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the Trust or its transfer agent or given by the shareholder to the Trust for the purpose of notice. If no such address appears on the Trust's books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the Trust's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the shareholder at the address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the Trust for a period of one year from the date of the giving of the notice. An affidavit of the mailing or other means of giving any notice of any shareholder's meeting shall be executed by the Secretary, an Assistant Secretary or any transfer agent of the Trust giving the notice and shall be filed and maintained in the minute book of the Trust. Section 5. Adjourned Meeting; Notice Any shareholder's meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. When any meeting of shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Board of Trustees shall set a new record date. Where required, notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 3 and 4 of this Article II. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting. Section 6. Voting The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of the Declaration of Trust, as in effect at such time. The shareholders' vote may be by voice vote or by ballot, provided, however, that any election for trustees must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of trustees, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to the total shares that the shareholder is entitled to vote on such proposal. Section 7. Waiver of Notice by Consent of Absent Shareholders The transactions of the meeting of shareholders, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting. Section 8. Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust's records. Any shareholder giving a written consent or the shareholder's proxy holders or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders may revoke the consent by a writing received by the Secretary of the Trust before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary. If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 4 of this Article II. In the case of approval of (i) contracts or transactions in which a trustee has a direct or indirect financial interest, (ii) indemnification of agents of the Trust, and (iii) a reorganization of the Trust, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval. Section 9. Record Date for Shareholder Notice, Voting and Giving Consents For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to action without a meeting, the Board of Trustees may fix in advance a record date which shall not be more than seventy-five (75) days nor less than ten (10) days before the date of any such meeting as provided in the Declaration of Trust. If the Board of Trustees does not so fix a record date: (a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action by the Board of Trustees has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Trustees has been taken, shall be at the close of business on the day on which the Board of Trustees adopt the resolution relating to that action or the seventy-fifth day before the date of such other action, whichever is later. Section 10. Proxies Every person entitled to vote for trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Trust. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or by electronic, telephonic, computerized or other alternative form of execution authorized by the Trustees) by the shareholder or the shareholder's attorney-in-fact. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives specific written notice to the contrary from any one of them. A proxy purporting to be exercised by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by the person executing that proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted; provided however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the Commonwealth of Massachusetts, as if the Trust were a Massachusetts corporation. Section 11. Inspectors of Election Before any meeting of shareholders, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder's proxy, shall appoint a person to fill the vacancy. These inspectors shall: (a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; (b) Receive votes, ballots or consents; (c) Hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) Count and tabulate all votes or consents; (e) Determine when the polls shall close; (f) Determine the result; and (g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders. ARTICLE III Trustees Section 1. Powers Subject to the applicable provisions of the Declaration of Trust, these Bylaws, and applicable laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Trust shall be managed and all powers shall be exercised by or under the direction of the Board of Trustees. Section 2. Number and Qualification of Trustees The authorized number of trustees shall be not less than three (3) nor more than fifteen (15) until changed by a duly adopted amendment to the Declaration of Trust and these Bylaws. The selection and nomination of disinterested trustees is committed solely to the discretion of a Nominating Committee consisting of all sitting disinterested trustees except where the remaining trustee or trustees are interested persons. Section 3. Mandatory Retirement Disinterested trustees shall retire when they reach the age of seventy-three (73) years; provided, however, the remaining disinterested trustees may waive the mandatory retirement provision expressed herein for a period not to exceed two years. Section 4. Vacancies Vacancies in the Board of Trustees may be filled by a majority of the remaining trustees, though less than a quorum, or by a sole remaining trustee, unless the Board of Trustees calls a meeting of shareholders for the purposes of electing trustees. In the event that at any time less than a majority of the trustees holding office at that time were so elected by the holders of the outstanding voting securities of the Trust, the Board of Trustees shall forthwith cause to be held as promptly as possible, and in any event within sixty (60) days, a meeting of such holders for the purpose of electing trustees to fill any existing vacancies in the Board of Trustees, unless such period is extended by order of the United States Securities and Exchange Commission. Section 5. Place of Meetings and Meetings by Telephone All meetings of the Board of Trustees may be held at any place within or outside The Commonwealth of Massachusetts that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Trust. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all trustees participating in the meeting can hear one another and all such trustees shall be deemed to be present in person at the meeting; provided that, in accordance with the provisions of the Investment Company Act of 1940, the Board may not transact by such a meeting any business which involves the entering into, or the approval, performance, or renewal of any contract or agreement, whereby a person undertakes regularly to serve or act as the Trust's investment advisor or principal underwriter. Section 6. Regular Meetings Regular meetings of the Board of Trustees shall be held without call at such time as shall from time to time be fixed by the Board of Trustees. Such regular meetings may be held without notice. Section 7. Special Meetings Special meetings of the Board of Trustees for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two (2) trustees. Notice of the time and place of special meetings shall be delivered personally or by telephone to each trustee or sent by first-class mail, by facsimile, or electronic mail, charges prepaid, addressed to each trustee at that trustee's address as it is shown on the records of the Trust. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, by telephone, by facsimile delivery, or by electronic mail, it shall be given at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the trustee or to a person at the office of the trustee who the person giving the notice has reason to believe will promptly communicate it to the trustee. The notice need not specify the purpose of the meeting or the place if the meeting is to be held at the principal executive office of the Trust. Section 8. Quorum A majority of the number of trustees (as fixed in accordance with the provisions of the Declaration of Trust) shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 10 of this Article III. Every act or decision done or made by a majority of the trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Trustees, subject to the provisions of the Declaration of Trust. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of trustees if any action taken is approved by at least a majority of the required quorum for that meeting. Section 9. Waiver of Notice Notice of any meeting need not be given to any trustee who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice of consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any trustee who attends the meeting without protesting before or at its commencement the lack of notice to that trustee. Section 10. Adjournment A majority of the trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Section 11. Notice of Adjournment Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article III to the trustees who were present at the time of the adjournment. Section 12. Action without a Meeting Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if a majority of the members of the Board of Trustees shall individually or collectively consent in writing to that action; provided that, in accordance with the Investment Company Act of 1940, such written consent does not approve the entering into, or the renewal or performance of any contract or agreement, whereby a person undertakes regularly to serve or act as the Trust's investment advisor or principal underwriter. Any other action by written consent shall have the same force and effect as a majority vote of the Board of Trustees. Written consents shall be filed with the minutes of the proceedings of the Board of Trustees. Section 13. Fees and Compensation of Trustees Trustees and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Trustees. This Section 12 shall not be construed to preclude any trustee from serving the Trust in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services. ARTICLE IV Committees Section 1. Committees of Trustees The Board of Trustees may by resolution adopted by a majority of the authorized number of trustees designate one or more committees, each consisting of two (2) or more trustees, to serve at the pleasure of the Board. The Board may designate one or more trustees as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee to the extent provided in the resolution of the Board, shall have the authority of the Board, except with respect to: (a) the approval of any action which under applicable law also requires shareholders' approval or approval of the outstanding shares, or requires approval by a majority of the entire Board or certain members of said Board; (b) the filling of vacancies on the Board of Trustees or in any committee; (c) the fixing of compensation of the trustees for serving on the Board of Trustees or on any committee; (d) the amendment or repeal of the Declaration of Trust or of the Bylaws or the adoption of new Bylaws; (e) the amendment or repeal of any resolution of the Board of Trustees which by its express terms is not so amendable or repealable; (f) a distribution to the shareholders of the Trust, except at a rate or in a periodic amount or within a designated range determined by the Board of Trustees; or (g) the appointment of any other committees of the Board of Trustees or the members of these committees. Section 2. Meetings and Action of Committees Meetings and action of committees shall be governed by and held and taken in accordance with the provisions of Article III of these Bylaws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Board of Trustees and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Trustees or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Trustees, and notice of special meetings of committees shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The Board of Trustees may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws. ARTICLE V Officers Section 1. Officers The officers of the Trust shall be a President, a Secretary, a Chief Financial Officer and a Treasurer. The Trust may also have, at the discretion of the Board of Trustees, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person. Section 2. Election of Officers The officers of the Trust, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Trustees, and each shall serve at the pleasure of the Board of Trustees, subject to the rights, if any, of an officer under any contract of employment. Section 3. Subordinate Officers The Board of Trustees may appoint and may empower the President to appoint such other officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Trustees may from time to time determine. Section 4. Removal and Resignation of Officers Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Trustees at any regular or special meeting of the Board of Trustees or except in the case of an officer upon whom such power of removal may be conferred by the Board of Trustees. Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party. Section 5. Vacancies In Offices A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. Section 6. Chairman of the Board The Chairman of the Board shall, if present, preside at meetings of the Board of Trustees and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Trustees or prescribed by the Bylaws. Section 7. President Subject to such supervisory powers, if any, as may be given by the Board of Trustees to the Chairman of the Board, the President shall be the principal executive officer and the principal operating officer of the Trust and shall, subject to control of the Board of Trustees, have general supervision, direction and control of the business and the officers of the Trust. He shall preside at all shareholder meetings and, in the absence of the Chairman of the Board or if there be none, at all meetings of the Board of Trustees. He shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Board of Trustees or these Bylaws. Section 8. Vice Presidents In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Trustees or if not ranked, a Vice President designated by the Board of Trustees, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Trustees or by these Bylaws and the president or the Chairman of the Board. Section 9. Secretary The Secretary shall keep or cause to be kept at the principal executive office of the Trust or such other place as the Board of Trustees may direct a book of minutes of all meetings and actions of trustees, committees of trustees and shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at trustees' meetings or committee meetings, the number of shares present or represented at shareholders' meetings and the proceedings. The Secretary shall keep or cause to be kept at the principal executive office of the Trust or at the office of the Trust's transfer agent or registrar, as determined by resolution of the Board of Trustees, a share register or a duplicate share register showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the shareholders and the Board of Trustees required by these Bylaws or by applicable law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees or by these Bylaws. Section 10. Chief Financial Officer The Chief Financial Officer shall be the principal financial and accounting officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any trustee. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositories as may be designated by the Board of Trustees. He shall disburse the funds of the Trust as may be ordered by the Board of Trustees, shall render to the president and trustees, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Board of Trustees or these Bylaws. ARTICLE VI Indemnification of Trustees, Officers, Employees and Other Agents Section 1. Agents, Proceedings and Expenses For the purpose of this Article, "agent" means any person who is or was a trustee, officer, employee or other agent of this Trust or is or was serving at the request of this Trust as a trustee, director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or was a trustee, director, officer, employee or agent of a foreign or domestic corporation which was a predecessor of another enterprise at the request of such predecessor entity; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorney's fees and any expenses of establishing a right to indemnification under this Article. Section 2. Actions Other Than By Trust This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Trust) by reason of the fact that such person is or was an agent of this Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this Trust and in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Trust or that the person had reasonable cause to believe that the person's conduct was unlawful. Section 3. Actions By The Trust This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of this Trust to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. Section 4. Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agent's office with this Trust. No indemnification shall be made under Sections 2 or 3 of this Article: (a) In respect of any claim, issue or matter as to which that person shall have been adjudged to be liable in the performance of that person's duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the circumstances of the case, that person was not liable by reason of the disabling conduct set forth in the preceding paragraph and is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; or (b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval, or of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained. Section 5. Successful Defense By Agent To the extent that an agent of this Trust has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article or in defense of any claim, issue or matter therein, before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 4 of this Article. Section 6. Required Approval Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article and is not prohibited from indemnification because of the disabling conduct set forth in Section 4 of this Article, by: (a) A majority vote of a quorum consisting of trustees who are not parties to the proceeding and are not interested persons of the trust (as defined in the Investment Company Act of 1940); or (b) A written opinion by an independent legal counsel. Section 7. Advance of Expenses Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article, provided the agent provides a security for his undertaking, or a majority of a quorum of the disinterested, non-party trustees, or an independent legal counsel in a written opinion, determine that based on review of readily available facts, there is reason to believe that said agent ultimately will be found entitled to indemnification. Section 8. Other Contractual Rights Nothing contained in this Article shall affect any right to indemnification to which persons other than trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise. Section 9. Limitations No indemnification or advance shall be made under this Article, except as provided in Sections 5 or 6 in any circumstances where it appears: (a) That it would be inconsistent with a provision of the Declaration of Trust, a resolution of the shareholders or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. Section 10. Insurance Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this trust shall purchase and maintain insurance on behalf of any agent of this Trust against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, but only to the extent that this Trust would have the power to indemnify the agent against that liability under the provisions of this Article. Section 11. Fiduciaries of Employee Benefit Plan This Article does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article. ARTICLE VII Records and Reports Section 1. Maintenance and Inspection of Share Register This Trust shall keep at its principal executive office or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Trustees, a record of its shareholders, giving the names and addresses of all shareholders and the number and series of shares held by each shareholder. Section 2. Maintenance and Inspection of Bylaws The Trust shall keep at is principal executive office the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. Section 3. Maintenance and Inspection of Other Records The accounting books and records and minutes of proceedings of the shareholders and the Board of Trustees and any committee or committees of the Board of Trustees shall be kept at such place or places designated by the Board of Trustees or in the absence of such designation, at the principal executive office of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Section 4. Inspection by Trustees Every trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. Section 5. Financial Statements A copy of any financial statements and any income statement of the Trust for each quarterly period of each fiscal year and accompanying balance sheet of the Trust as of the end of each such period that has been prepared by the Trust shall be kept on file in the principal executive office of the Trust for at least twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder. The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Trust or the certificate of an authorized officer of the Trust that the financial statements were prepared without audit from the books and records of the Trust. ARTICLE VIII General Matters Section 1. Checks, Drafts, Evidence of Indebtedness All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the Board of Trustees. Section 2. Contracts and Instruments; How Executed The Board of Trustees, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Board of Trustees or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 3. Certificates for Shares At the discretion of the Trustees, a certificate or certificates for shares of beneficial interest in any series of the trust may be issued to each shareholder when any of these shares are fully paid. All certificates shall be signed in the name of the Trust by the chairman of the board or the president or vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the series of shares owned by the shareholders. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been place on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Trust with the same effect as if that person were an officer, transfer agent or registrar at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use a system of issuance, recordation and transfer of its shares by electronic or other means. Section 4. Lost Certificates Except as provided in this Section 4, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Trust and cancelled at the same time. The Board of Trustees may in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board of Trustees may require, including a provision for indemnification of the Trust secured by a bond or other adequate security sufficient to protest the Trust against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate. Section 5. Uncertificated Shares Unless determined otherwise by the Trustees, the Trust shall issue shares of any or all series in uncertificated form; provided, however, the Trust may issue certificates to the holders of shares of a series which was originally issued in uncertificated form, and if it has issued shares of any series in certificated form, they may at any time discontinue the issuance of share certificates for such series and may, by written notice to such shareholders of such series require the surrender of their shares certificates to the Trust for cancellation, which surrender and cancellation shall not affect the ownership of shares for such series. For any series of shares for which the trustees issue shares without certificates, the Trust, or any transfer agent selected by the Trust, may either issue receipts therefore or may keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder to be the holders of such shares as if they had received certificates therefore and shall be held to have expressly assented and agreed to the terms hereof and of the Declaration of Trust. Section 6. Representation of Shares of Other Entities The Chairman of the Board, the President or any Vice President or any other person authorized by resolution of the Board of Trustees or by any of the foregoing designated officers, is authorized to vote on behalf of the Trust any and all shares of any corporation or corporations, partnerships, trusts, or other entities, foreign or domestic, standing in the name of the Trust. The authority granted to these officers to vote or represent on behalf of the Trust any and all shares held by the Trust in any form of entity may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers. ARTICLE IX Amendments Section 1. Amendment by Shareholders These Bylaws may be amended or repealed, in whole or in part, at any time by the affirmative vote or written consent of a majority of the outstanding shares issued and entitled to vote, except as otherwise provided by applicable law or by the Declaration of Trust or these Bylaws. Section 2. Amendment by Trustees Subject to the right of shareholders as provided in Section 1 of this Article to adopt, amend or repeal Bylaws, and except as otherwise provided by applicable law or by the Declaration of Trust, these Bylaws may be adopted, amended, or repealed, in whole or in part, at any time by the Board of Trustees. EX-99.77Q1 5 exhibit77q1a1.txt EXHIBIT 77Q1A1 AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS March 9, 1998: Amended and Restated Agreement and Declaration of Trust as amended through March 26, 2004 Table of Contents ARTICLE I Name and Definitions....................................................................................1 Section 1. Name.............................................................................................1 Section 2. Definitions......................................................................................1 ARTICLE II Purpose of Trust.......................................................................................2 ARTICLE III Shares................................................................................................2 Section 1. Division of Beneficial Interest..................................................................2 Section 2. Ownership of Shares..............................................................................2 Section 3. Investments in the Trust.........................................................................3 Section 4. Status of Shares and Limitation of Personal Liability............................................3 Section 5. Power of Trustees to Change Provisions Relating to Shares........................................3 Section 6. Establishment and Designation of Series..........................................................4 Section 7. Indemnification of Shareholders..................................................................6 ARTICLE IV The Trustees...........................................................................................6 Section 1. Number, Election and Tenure......................................................................6 Section 2. Effect of Death, Resignation, etc. of a Trustee..................................................7 Section 3. Powers...........................................................................................6 Section 4. Payment of Expenses by the Trust................................................................10 Section 5. Payment of Expenses by Shareholders.............................................................10 Section 6. Ownership of Assets of the Trust................................................................10 Section 7. Service Contracts...............................................................................10 ARTICLE V Shareholders' Voting Powers and Meetings...............................................................12 Section 1. Voting Powers...................................................................................12 Section 2. Voting Power and Meetings.......................................................................12 Section 3. Quorum and Required Vote........................................................................13 Section 4. Action by Written Consent.......................................................................13 Section 5. Record Dates....................................................................................13 Section 6. Additional Provisions...........................................................................13 ARTICLE VI Net Asset Value, Distributions, and Redemptions.......................................................14 Section 1. Determination of Net Asset Value, Net Income, and Distributions.................................14 Section 2. Redemptions and Repurchases.....................................................................14 Section 3. Redemptions at the Option of the Trust..........................................................14 ARTICLE VII Compensation and Limitation of Liability of Trustees.................................................15 Section 1. Compensation....................................................................................15 Section 2. Limitation of Liability.........................................................................15 Section 3. Indemnification.................................................................................15 ARTICLE VIII Miscellaneous.......................................................................................16 Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice......................................16 Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or Surety...................................16 Section 3. Liability of Third Persons Dealing with Trustees................................................16 Section 4. Termination of Trust or Series..................................................................17 Section 5. Merger and Consolidation........................................................................17 Section 6. Filing of Copies, References, Headings..........................................................17 Section 7. Applicable Law..................................................................................17 Section 8. Amendments......................................................................................18 Section 9. Trust Only......................................................................................18 Section 10. Use of the Name "Benham" and "American Century"................................................18
Amended and Restated AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS Agreement and Declaration of Trust - -------------------------------------------------------------------------------------------------------------------
March 9, 1998: page 19 Amended and Restated Agreement and Declaration of Trust (as amended through March 26, 2004) AGREEMENT AND DECLARATION OF TRUST made at Palo Alto, California on the 18th day of February, 1993, as amended and restated, is further amended and restated in its entirety by the Trustees hereunder. WHEREAS the Trustees desire and have agreed to manage all property coming into their hands as trustees of a Massachusetts business trust in accordance with the provisions hereinafter set forth. NOW, THEREFORE, the Trustees hereby direct that this Agreement and Declaration of Trust be filed with the Secretary of The Commonwealth of Massachusetts and do hereby declare that they will hold all cash, securities and other assets, which they may from time to time acquire in any manner as Trustees hereunder, IN TRUST, and manage and dispose of the same upon the following terms and conditions for the pro rata benefit of the holders of Shares in this Trust. ARTICLE I Name and Definitions Section 1. Name This Trust shall be known as the "American Century California Tax-Free and Municipal Funds" and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. Section 2. Definitions Whenever used herein, unless otherwise required by the context or specifically provided: (a) The "1940 Act" shall mean the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time; (b) "Bylaws" shall mean the Bylaws of the Trust as amended from time to time; (c) "Class" shall mean any class of Shares of any Series established and designated under or in accordance with the provisions of Article III, Section 6. (d) "Commission" shall mean the United States Securities and Exchange Commission; (e) "Declaration of Trust" shall mean this Amended and Restated Agreement and Declaration of Trust, as further amended or restated from time to time; (f) "Independent Trustee" shall mean a Trustee who is not an "interested person" as defined in the 1940 Act. (g) "Series" shall mean each series of Shares established and designated under or in accordance with the provisions of Article III. Present and future separate "Series" in the Trust may be referred to as "Portfolios" and these terms may be used alternatively in future publications and communications sent to investors. (h) "Shareholder" shall mean a record owner of Shares; (i) "Shares" shall mean the equal proportionate units of interest into which the beneficial interest in the Trust property belonging to any Series of the Trust and/or any Class of any Series (as the context may require) shall be divided from time to time; (j) "Trust" shall mean the Massachusetts business trust established by this Agreement and Declaration of Trust, as amended from time to time; and (k) "Trustees" shall mean the Trustees of the Trust named in Article IV hereof or elected or appointed in accordance with such Article; ARTICLE II Purpose of Trust The purpose of the Trust is to provide investors a managed investment company registered under the 1940 Act and investing one or more portfolios primarily in securities and debt instruments. ARTICLE III Shares Section 1. Division of Beneficial Interest The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, without par value, but the Trustees shall have the authority from time to time to issue Shares in one or more Series as they deem necessary or desirable (each of which Series of Shares shall represent the beneficial interest in a separate and distinct sub-trust of the Trust). Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shares of any Series shall be entitled to receive dividends, when and as declared with respect thereto in the manner provided in Article VI, Section 1 hereof. No Shares shall have any priority or preference over any other Share of the same Series with respect to dividends or distributions upon termination of the Trust or of such Series made pursuant to Article VIII, Section 4 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular Series from the assets belonging to such Series according to the number of Shares of such Series held of record by each Shareholder on the record date for any dividend or on the date of termination, as the case may be. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series without thereby changing the proportionate beneficial interest of the Shares of that Series in the assets belonging to that Series or in any way affecting the rights of Shares of any other Series. Shareholders shall have no right to demand payment for their shares or to any other rights of dissenting shareholders in the event the Trust participates in any transaction which would give rise to appraisal or dissenter's rights by a shareholder of a corporation organized under Chapter 156B of the General Laws of the Commonwealth of Massachusetts, or otherwise. Section 2. Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may, from time to time, make such rules as they consider appropriate for the transfer of Shares of each Series and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series and as to the number of Shares of each Series held from time to time by each Shareholder. Section 3. Investments in the Trust The Trustees may accept or reject investments in the Trust and in each Series from such persons, at such times, and on such terms and for such consideration, not inconsistent with the 1940 Act, as they from time to time authorize or determine. The Trustees may authorize any distributor, principal underwriter, custodian, transfer agent, or other person to accept orders for the purchase of Shares that conform to such authorized terms and to reject any purchase orders for Shares whether or not conforming to such authorized terms. Section 4. Status of Shares and Limitation of Personal Liability Shares shall be deemed to be personal property giving only the rights provided in this instrument. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. The death of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitles such representative only to the rights of said deceased Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting , nor shall the ownership of Shares constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor any officer, employee nor agent of the Trust shall have any power to bind personally any Shareholders, nor, except as specifically provided herein, to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. Section 5. Power of Trustees to Change Provisions Relating to Shares Notwithstanding any other provision of this Declaration of Trust and without limiting the power of the Trustees to amend the Declaration of Trust as provided elsewhere herein, the Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust, provided that before adopting any such amendment without Shareholder approval the Trustees shall determine that it is consistent with the fair and equitable treatment of all Shareholders or that Shareholder approval is not otherwise required by the 1940 Act or other applicable law. Without limiting the generality of the foregoing, the Trustees may, for the above-stated purposes, amend the Declaration of Trust to: (a) create one or more Series of Shares or Classes thereof (in addition to any Series or Classes already existing or otherwise) with such rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine and reclassify any or all outstanding Shares as shares of particular Series or Classes in accordance with such eligibility requirements; (b) amend any of the provisions set forth in paragraphs (a) through (i) of Section 6 of this Article III; (c) combine one or more Series of Shares into a single Series or one or more Classes of a Series into a single Class, on such terms and conditions as the Trustees shall determine; (d) change or eliminate any eligibility requirements for investment in Shares of any Series or Classes thereof, including without limitation, to provide for the issue of Shares of any Series in connection with any merger or consolidation of the Trust with another trust or company or any acquisition by the Trust of part or all of the assets of another trust or investment company; (e) change the designation of any Series of Shares or Classes; (f) change the method of allocating dividends among the various Series of Shares; (g) allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series of Shares; and (h) specifically allocate assets to any or all Series of Shares or create one or more additional Series of Shares which are preferred over all other Series of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series. Section 6. Establishment and Designation of Series and Classes The establishment and designation of any Series of Shares, or Classes thereof, shall be effective upon resolution by a majority of the then Trustees, setting forth such establishment and designation and the relative rights and preferences of such Series, or as otherwise provided in such resolution or as provided by reference to, or approval of, another document that sets forth such relative rights and preferences of the Shares of such Series or Class. Such establishment and designation shall be set forth in an amendment to this Declaration of Trust by execution of a new Schedule A to this Declaration of Trust. Shares of each Series, or Classes thereof, established pursuant to this Section 6, unless otherwise provided in the resolution establishing such Series or as modified by the Multiple Class Plan adopted by the Trustees in accordance with applicable law, as amended or replaced from time to time, shall have the following rights and preferences: (a) Assets Belonging to Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors, shall be so recorded upon the books of account of the Trust, and are herein referred to as "assets belonging to" that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series (collectively "General Assets"), the Trustees shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Asset so allocated to a particular Series shall belong to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. (b) Liabilities Belonging to Series. The assets belonging to each particular Series shall be charged with the liabilities of the Trust in respect to that Series and all expenses, costs, charges and reserves attributable to that Series, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees to and among any one or more of the Series in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as "liabilities belonging to" that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustee shall be conclusive and binding upon the Shareholders of all Series for all purposes. Under no circumstances shall the assets allocated or belonging to any particular Series be charged with liabilities attributable to any other Series. All persons who have extended credit which has been allocated to particular Series, or who have a claim or contract which has been allocated to any particular Series, shall look only to the assets of that particular Series for payment of such credit, claim, or contract. (c) Income, Distributions, and Redemptions. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. Notwithstanding any other provision of this Declaration, including, without limitation, Article VI, no dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any Series) with respect to, nor any redemption or repurchase of, the Shares of any Series shall be effected by the Trust other than from the assets belonging to such Series, nor, except as specifically provided in Section 7 of this Article III, shall any Shareholder of any particular Series otherwise have any right or claim against the assets belonging to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. (d) Voting. All Shares of the Trust entitled to vote on a matter shall vote separately by Series. That is, the Shareholders of each Series shall have the right to approve or disapprove matters affecting the Trust and each respective Series as if the Series were separate companies. There are, however, two exceptions to voting by separate Series. First, if the 1940 Act requires all Shares of the Trust to be voted in the aggregate without differentiation between the separate Series, then all Series shall vote together. Second, if any matter affects only the interests of some but not all Series, then only such affected Series shall be entitled to vote on the matter. (e) Equality. All the Shares of each particular Series shall represent an equal proportionate interest in the assets belonging to that Series (subject to the liabilities belonging to that Series), and each Share of any particular Series shall be equal to each other Share of that Series. (f) Fractions. Any fractional Share of a Series shall carry proportionately all the rights and obligations of a whole share of that Series, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust. (g) Exchange Privilege. The Trustees shall have the authority to provide that the holders of Shares of any Series shall have the right to exchange said Shares for Shares of one or more other Series of Shares in accordance with such requirements and procedures as may be established by the Trustees. (h) Combination of Series. The Trustees shall have the authority, without the approval of the Shareholders of any Series unless otherwise required by applicable law, to combine the assets and liabilities belonging to any two or more Series into assets and liabilities belonging to a single Series. (i) Elimination of Series. At any time that there are no Shares outstanding of any particular Series previously established and designated, the Trustees may amend this Declaration of Trust to abolish that Series and to rescind the establishment and designation thereof, such amendment to be effected in the manner provided pursuant to Section 5 of this Article III. Section 7. Indemnification of Shareholders In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reasons, the Shareholder or former Shareholder (or his or her heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the Trust to be held harmless from and indemnified against all loss and expense arising from such liability. ARTICLE IV The Trustees Section 1. Number, Election and Tenure (a) Number. Immediately following adoption of this Amended and Restated Declaration of the Trust, the eight (8) Trustees of the Trust and or each Series hereunder shall remain the Trustees in office upon its adoption: Albert A. Eisenstat, Ronald J. Gilson, Kathryn A. Hall, William M. Lyons, Myron S. Scholes, Kenneth E. Scott, John B. Shoven, and Jeanne D. Wohlers. Hereafter, the number of Trustees may be changed from time to time by a written instrument signed by a majority of the Trustees, provided, however, that the number of Trustees shall in no event be less than three (3) nor more than fifteen (15). (b) Removal and Vacancies. Subject to the 1940 Act, the Trustees may (i) by vote of a majority of the remaining Trustees fill vacancies in the Trustees or (ii) remove Trustees with or without cause by vote of a majority of the Independent Trustees if the Trustee to be removed is an Independent Trustee, or by vote of the Trustees who are "interested persons" (as defined in the 1940 Act) if the Trustee to be removed is an "interested" Trustee. The selection and nomination of Independent Trustees is committed solely to the discretion of a Nominating Committee consisting of all sitting Independent Trustees, except where the remaining Trustee or Trustees are "interested persons". (a) Term. (c) Each Trustee shall serve during the continued lifetime of the Trust until such Trustee dies, resigns, reaches retirement age or is removed, or, if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his successor. (d) Resignation. Any Trustee may resign at any time by written instrument signed by him and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his resignation or removal, or any right to damages on account of such removal. (e) Election by Shareholders. At the discretion of the Trustees, the Shareholders may fix the number of Trustees and elect Trustees at any meeting of Shareholders called by a majority of the Trustees for that purpose. Section 2. Effect of Death, Resignation, etc. of a Trustee The death, declination, resignation, retirement, removal, or incapacity of the Trustees, or any of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in Article IV, Section 1, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. A written instrument certifying the existence of such vacancy signed by a majority of the Trustees shall be conclusive evidence of such vacancy. Section 3. Powers Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such Bylaws do not reserve that right to the Shareholders; in accordance with Section 1 of this Article they may fill vacancies in and increase or reduce the number of Trustees, they may elect and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and establish and terminate one or more committees consisting of two or more Trustees which may exercise the powers and authority of the Trustees to the extent that the Trustees determine; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank, retain a transfer agent or a shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set record dates for the determination of Shareholders with respect to various matters, and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or principal underwriter. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Without limiting the foregoing and to the extent not inconsistent with the 1940 Act or other applicable law, the Trustees shall have power and authority for and on behalf of the Trust and each separate Series established hereunder: (a) to invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of fixed income or other securities, and securities of every nature and kind, including without limitation, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers acceptances, and other securities of any kind, issued, created, guaranteed, or sponsored by any and all persons, including, without limitation, states, territories, and possessions of the United States and the District of Columbia and any political subdivision, agency, or instrumentality of the U.S. Government, any foreign government or any political subdivision of the U.S. Government or any foreign government, or any international instrumentality, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in "when issued" contracts for any such securities, to change the investments of the assets of the Trust; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more persons, firms, associations, or corporations to exercise any of said rights, powers, and privileges in respect of any of said instruments; (b) to sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write options with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust; (c) to vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) to exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities; (e) to hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) to consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust; (g) to join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper; (h) to compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to claims for taxes; (i) to enter into joint ventures, general or limited partnerships and any other combinations or associations; (j) to borrow funds or other property; (k) to endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; (l) to purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust or payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors, principal underwriters, or independent contractors of the Trust, individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Trustee, officer, employee, agent, investment advisor, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against liability; (m) to pay pensions as deemed appropriate by the Trustees and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust; and (n) in general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers. The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust or any Series or Class thereof. The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to investment by fiduciaries. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder. Section 4. Payment of Expenses by the Trust The Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including, but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officers, employees, investment advisor or manager, principal underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur. Section 5. Payment of Expenses by Shareholders The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series, to pay directly, in advance or arrears, for charges of the Trust's custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder. Section 6. Ownership of Assets of the Trust Title to all of the assets of the Trust shall at all times be considered as vested in the Trustees. Section 7. Service Contracts (a) Subject to such requirements and restrictions as may be set forth in the 1940 Act, or any rules or regulations adopted thereunder, or the Bylaws, the Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any Series with American Century Investment Management, Inc. or any other corporation, trust, association or other organization (the "Advisor"); and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Advisor to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments. The Trustees may authorize the Advisor to employ one or more sub-advisors from time to time to perform such of the acts and services of the Advisor, and upon such terms and conditions, as may be agreed upon between the Advisor and such sub-advisor. (b) The Trustees may also, at any time and from time to time, contract with any corporation, trust, association, or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares of any, some, or all of the Series. Every such contract shall comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms as the Trustees may determine. (c) The Trustees are also empowered, at any time and from time to time, to contract with any corporations, trust, associations, or other organizations, appointing it or them the transfer agent(s) and/or shareholders servicing agent(s) for the Trust or one or more of the Series. Specifically, the Trustees are empowered to contract or join with other investment companies managed by the Trust's investment advisor to have transfer agency and/or shareholder servicing activities performed jointly by such investment companies and their employees with an appropriate allocation between the investment companies of the costs and expenses of providing such services. Every such contract shall comply with such requirements and restrictions as may be set forth in the Bylaws or stipulated by resolution of the Trustees. (d) The fact that: (i) any of the Shareholders, Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, advisor, principal underwriter, distributor or affiliate or agent of or for any corporation, trust, association, or other organization, or for any parent or affiliate of any organization with which an advisory or management contract, or principal underwriter's or distributor's contract, or transfer, shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter's or distributor's contract, or transfer, shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter's or distributor's contract, or transfer, shareholder servicing or other agency contract with one or more other corporations, trusts, associations, or other organizations, or has other business or interests, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders. ARTICLE V Shareholders' Voting Powers and Meetings Section 1. Voting Powers Subject to the provisions of Article III, Section 6(d), the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iii) with respect to the termination of the Trust or any Series to the extent and as provided in Article VIII, Section 4, and (iv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. A Shareholder of each Series shall be entitled to one vote for each dollar of net asset value per Share of such Series, on any matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. All references in this Declaration of Trust or the Bylaws to a vote of, or the holders of, a percentage of Shares shall mean a vote of or the holders of that percentage of total votes representing dollars of net asset value of a Series or of the Trust, as the case may be. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series are outstanding, the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series, take any action required or permitted by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders. Section 2. Voting Power and Meetings No annual or regular meetings of Shareholders are required. Special meetings of the Shareholders may be called by the Trustees for the purpose of electing Trustees as provided in Article IV, Section 1 and for such other purposes as may be prescribed by law, by this Declaration of Trust or by the Bylaws. Special meetings of the Shareholders may also be called by the Trustees from time to time for the purpose of taking action upon any other matter deemed by the Trustees to be necessary or desirable. A meeting of Shareholders may be held at any place designated by the Trustees. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees as provided in the Bylaws. Whenever notice of a meeting is required to be given to a Shareholder under this Declaration of Trust or the Bylaws, a written waiver thereof, executed before or after the meeting by such Shareholder or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. Section 3. Quorum and Required Vote Except when a larger quorum is required by applicable law, by the Bylaws or by this Declaration of Trust, forty percent (40%) of the Shares entitled to vote shall constitute a quorum at a Shareholders' meeting. When any one or more Series is to vote as a single class separate from any other Shares which are to vote on the same matters as a separate class or classes, forty percent (40%) of the Shares of each such Series entitled to vote shall constitute a quorum at a Shareholders' meeting of that Series. Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the Shares voted shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the Bylaws or by applicable law. Section 4. Action by Written Consent Subject to the provisions of the 1940 Act, any action taken by Shareholders may be taken without a meeting in accordance with the provisions of the Bylaws. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. Section 5. Record Dates For the purpose of determining the Shareholders of any Series who are entitled to vote or act at any meeting or any adjournment thereof, the Trustees may from time to time fix a time, in accordance with the provisions of the Bylaws, as the record date for determining the Shareholders of such Series having the right to notice of and to vote at such meeting and any adjournment thereof, and in such case only Shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date. For the purpose of determining the Shareholders of any Series who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a date, which shall be before the date for the payment of such dividend or such other payment, as the record date for determining the Shareholders of such Series having the right to receive such dividend or distribution. Without fixing a record date the Trustees may for voting and/or distribution purposes close the register or transfer books for one or more Series for all or any part of the period between a record date and a meeting of Shareholders or the payment of a distribution. Nothing in this section shall be construed as precluding the Trustees from setting different record dates for different Series. Section 6. Additional Provisions The Bylaws may include further provisions for Shareholders' votes and meetings and related matters. ARTICLE VI Net Asset Value, Distributions, and Redemptions Section 1. Determination of Net Asset Value, Net Income, and Distributions (a) The net asset value of each outstanding Share of each Series of the Trust shall be determined on such days and at such time or times as the Trustees may determine. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the Prospectus and Statement of Additional Information constituting parts of the Registration Statement of the Trust under the Securities Act of 1933 as such Prospectus and Statement of Additional Information may be amended and supplemented and filed with the Commission from time to time. The power and duty to make the daily calculations may be delegated by the Trustees to any Advisor or such other person as the Trustees by resolution may determine. The Trustees may suspend the daily determination of net asset value to the extent permitted by the 1940 Act. (b) Subject to Article III, Section 6 hereof, the Trustees, in their absolute discretion, may prescribe and shall set forth in the Bylaws or in a duly adopted resolution of the Shares of any Series the net income attributable to the Shares of any Series, or the declaration and payment of dividends and distributions on the Shares of any Series, as they may deem necessary or desirable. Section 2. Redemptions and Repurchases The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, as determined in accordance with the Bylaws and applicable law, next determined under the 1940 Act, less any applicable deferred sales charges and/or fees. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request is made in proper form. The obligation set forth in this Section 2 is subject to the provision that in the event that any time the New York Stock Exchange is closed for other than weekends or holidays, or if permitted by the rules of the Commission, during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the applicable Series or to determine fairly the value of the net assets belonging to such Series or during any other period permitted by order of the Commission for the protection of investors, such obligation may be suspended or postponed by the Trustees. Section 3. Redemptions at the Option of the Trust The Trust shall have the right at its option and at any time to redeem Shares of any Shareholder at the net asset value thereof as described in Section 1 of this Article VI if: (i) the value of such shares in the account of such Shareholder is less than minimum investment amounts applicable to that account as set forth in the Trust's then-current registration statement under the 1940 Act, or (ii) the Shareholder fails to furnish the Trust with the holder's correct taxpayer identification number or social security number and to make such certifications with respect thereto as the Trust may require; provided, however, that any such redemptions shall be subject to such further terms and conditions as the Trustees may from time to time adopt. Section 4. Suspension of the Right of Redemption The Trustees may declare a suspension of the right of redemption or postpone the date of payment as permitted under the 1940 Act. Such suspension shall take effect at such time as the Trustees shall specify, but not later than the close of business on the business day following the declaration of suspension, and thereafter there shall be no right of redemption of payment until the Trustees shall declare the suspension at an end. In the case of a suspension of the right of redemption, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share existing after the termination of the suspension. In the event that any Series is divided into Classes, the provisions of this Section, to the extent applicable as determined in the discretion of the Trustees and consistent with applicable laws, may be equally applied to each such Class. ARTICLE VII Compensation and Limitation of Liability of Trustees Section 1. Compensation The Independent Trustees as such shall be entitled to reasonable compensation from the Trust, and they may fix the amount of such compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust. Section 2. Limitation of Liability The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, manager or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. Section 3. Indemnification 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 becomes involved by virtue of his 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 the Trustees. ARTICLE VIII Miscellaneous Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice All persons extending credit to, contracting with or having any claim against the Trust or any Series shall look only to the assets of the Trust, or, to the extent that the liability of the Trust may have been expressly limited by contract to the assets of a particular Series, only to the assets belonging to the relevant Series, for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued on behalf of the Trust by the Trustees, by an officer or officers or otherwise may include a notice that this Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and may recite that the note, bond, contract, instrument, certificate, or undertaking was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officer or officers or otherwise and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust or upon the assets belonging to the Series for the benefit of which the Trustees have caused the note, bond, contract instrument, certificate or undertaking to be made or issued, and may contain such further recital as he or they may deem appropriate, but the omission of any such recital shall not operate to bind any Trustee or Trustees or officer or officers or Shareholders or any other person individually. Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or Surety The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall be liable for his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required. Section 3. Liability of Third Persons Dealing with Trustees No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order. Section 4. Termination of Trust or Series Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be terminated at any time by vote of at least two-thirds (66-2/3%) of the Shares of each Series entitled to vote, voting separately by Series, or by the Trustees by written notice to the Shareholders. Any Series may be terminated at any time by vote of at least two-thirds (66-2/3%) of the Shares of that Series or by the Trustees by written notice to the Shareholders of that Series. Upon termination of the Trust (or any Series, as the case may be), after paying or otherwise providing for all charges, taxes, expenses and liabilities belonging, severally, to each Series (or the applicable Series, as the case may be), whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets belonging, severally, to each Series (or the applicable Series, as the case may be), to distributable form in cash or shares or other securities, or any combination thereof, and distribute the proceeds belonging to each Series or the applicable Series, as the case may be), to the Shareholders of that Series, as a Series, ratably according to the number of Shares of that Series held by the several Shareholders on the date of termination. Section 5. Merger and Consolidation The Trustees may cause the Trust or one or more of its Series to be merged into or consolidated with another Trust or company or the Shares exchanged under or pursuant to any state or Federal statute, if any, or otherwise to the extent permitted by law. Such merger or consolidation or share exchange must be authorized by vote of a majority of the outstanding Shares of the Trust as a whole or any affected Series, as may be applicable; provided that in all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation. Section 6. Filing of Copies, References, Headings The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of the Commonwealth of Massachusetts and with any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may relay on a copy certified by an officer of the Trust to be a copy of this instrument, or of any such amendments. In this instrument and in any such amendment, references to this instrument, and all expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to this instrument as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original. Section 7. Applicable Law This Agreement and Declaration of Trust is created under and is to be governed by and construed and administered according to the laws of the Commonwealth of Massachusetts. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust. Section 8. Amendments This Declaration of Trust may be amended at any time by an instrument in writing signed by a majority of the then Trustees. Section 9. Trust Only It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment, or any form of legal relationship other than a trust. Nothing in this Agreement and Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association. Section 10. Use of the Name "Benham" and "American Century" American Century Services Corporation ("ACSC") has consented to the use by the Trust of the identifying words or names "Benham" and "American Century" in the names of the Trust and/or its various Series. Such consent is conditioned upon the employment of ACSC, its successors or any affiliate thereof, as the Advisor/Investment Manager of the Trust. As between the Trust and itself, ACSC controls the use of the name of the Trust insofar as such name contains "Benham" and/or "American Century". The name or identifying words "Benham" and/or "American Century" may be used from time to time in other connections and for other purposes by ACSC or its affiliated entities. ACSC may require the Trust to cease using "Benham" or "American Century" in the name of the Trust if the Trust ceases to employ, for any reason, ACSC, an affiliate, or any successor as Advisor/Investment Manager of the Trust. Section 11. Provisions in Conflict with Law or Regulations (a) The provisions of this Amended and Restated Declaration of Trust are severable, and, if the Trustees shall determine, with the advice of counsel, that any of such provisions are in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provisions shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of this Amended and Restated Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall pertain only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction. IN WITNESS WHEREOF, a majority of the Trustees as aforesaid do hereto set their hands this 26th day of March, 2004, as an amendment and restatement of that Agreement and Declaration of Trust originally executed on the 18th day of February, 1993. Trustees of the American Century California Tax-Free and Municipal Funds Albert A. Eisenstat Kenneth E. Scott Ronald J. Gilson John B. Shoven William M. Lyons Kathryn A. Hall Myron S. Scholes Jeanne D. Wohlers Schedule A Amended and Restated Agreement and Declaration of Trust (restated as of March 26, 2004) Schedule A Pursuant to Article III, Section 6, the Trustees hereby establish and designate the following Series as Series of the Trust (and the Classes thereof) with the relative rights and preferences as described in Section 6: - ------------------------------------------------------------------------------- ------------------ ------------------- Date of Series Class Establishment - ------------------------------------------------------------------------------- ------------------ ------------------- - ------------------------------------------------------------------------------- ------------------ ------------------- California Tax-Free Money Market Fund Investor Class 11/09/1983 California Limited-Term Tax-Free Fund Investor Class 06/01/1992 - ------------------------------------------------------------------------------- ------------------ ------------------- California Intermediate-Term Tax-Free Fund Investor Class 11/09/1983 California Long-Term Tax-Free Fund Investor Class 11/09/1983 - ------------------------------------------------------------------------------- ------------------ ------------------- California High-Yield Municipal Fund Investor Class 12/30/1986 A Class 05/08/2002 ------------------ ------------------- B Class 05/08/2002 C Class 05/01/2001 ------------------ ------------------- C Class II 05/08/2002 - ------------------------------------------------------------------------------- ------------------ -------------------
This Schedule A shall supersede any previously adopted Schedule A to the Declaration of Trust. EX-99.77Q3 6 exhibit77q32.txt EXHIBIT 99.77Q3 ADDITIONAL ITEMS Exhibit 99.77Q3-2 Registrant Name: American Century California Tax-Free and Municipal Funds File Number 811-3706 Registrant CIK Number: 0000717316 The electronic format for filing FORM N-SAR does not provide adequate space for responding fully to Items 15, 72DD, 73A, 74U and 74V. The complete answers are as follows: Item 15 Custodian: Sub-Custodian: J.P. Morgan Chase & Company See Attachment A Attachment A a.Foreign Subcustodians: Country Foreign Subcustodian ARGENTINA JPMorgan Chase Bank Buenos Aires AUSTRALIA Australia and New Zealand Banking Group Ltd. Melbourne AUSTRIA J.P. Morgan AG Frankfurt BAHRAIN National Bank of Bahrain Manama BANGLADESH Standard Chartered Bank Dhaka BELGIUM J.P. Morgan AG Frankfurt BERMUDA The Bank of Bermuda Limited Hamilton BOTSWANA Barclays Bank of Botswana Limited Gaborone BRAZIL Citibank, N.A.. Sao Paulo BULGARIA ING Bank N.V. Sofia CANADA Royal Bank of Canada Toronto Royal Bank of Canada Toronto CHILE Citibank, N.A Santiago CHINA - SHANGHAI Citibank, N.A. New York CHINA - SHENZHEN JPMorgan Chase Bank Hong Kong COLOMBIA Cititrust Colombia S.A. Sociedad Fiduciaria Santa Fe de Bogota CROATIA Privredna banka Zagreb d.d. Zagreb CYPRUS The Cyprus Popular Bank Ltd. Nicosia CZECH REPUBLIC Ceskoslovenska obchodni banka, a.s. Prague DENMARK Nordea Bank Danmark A/S Copenhagen ECUADOR Citibank, N.A. Quito EGYPT Citibank, N.A. Cairo ESTONIA Esti Uhispank Tallinn FINLAND J.P. Morgan AG Frankfurt FRANCE J.P. Morgan AG Frankfurt J.P. Morgan AG Frankfurt GERMANY J.P. Morgan AG Frankfurt GHANA Barclays Bank of Ghana Limited Accra GREECE J.P. Morgan AG Frankfurt HONG KONG JPMorgan Chase Bank Hong Kong HUNGARY ING Bank Rt. Budapest ICELAND Islandsbanki-FBA Reykjavik INDIA The Hongkong and Shanghai Banking Corporation Limited Mumbai Standard Chartered Bank Mumbai INDONESIA The Hongkong and Shanghai Banking Corporation Limited Jakarta IRELAND J.P. Morgan AG Frankfurt ISRAEL Bank Leumi le-Israel B.M. Tel Aviv ITALY J.P. Morgan AG Frankfurt IVORY COAST Societe Generale Paris JAMAICA FirstCaribbean International Trust and Merchant Bank (Jamaica) Limited Kingston JAPAN JPMorgan Chase Bank Tokyo JPMorgan Chase Bank Tokyo JORDAN Arab Bank Plc Amman KAZAKHSTAN ABN AMRO Bank Kazakhstan Almaty KENYA Barclays Bank of Kenya Limited Nairobi LATVIA Hansabanka Riga LEBANON JPMorgan Chase Bank New York LITHUANIA Vilniaus Bankas AB Vilnius LUXEMBOURG J.P. Morgan AG Frankfurt MALAYSIA HSBC Bank Malaysia Berhad Kuala Lumpur MALTA HSBC Bank Malta p.l.c. Valletta MAURITIUS The Hongkong and Shanghai Banking Corporation Limited Port Louis MEXICO Banco J.P. Morgan, S.A. Mexico, D.F Banco Nacional de Mexico, S.A. Mexico, D.F MOROCCO Banque Commerciale du Maroc S.A. Casablanca NAMIBIA Standard Bank of Namibia Limited Windhoek NETHERLANDS J.P. Morgan AG Frankfurt J.P. Morgan AG Frankfurt NEW ZEALAND National Bank of New Zealand Wellington *NIGERIA* The Standard Bank of South Africa Limited Johannesburg NORWAY Den norske Bank ASA Oslo OMAN Oman Arab Bank Muscat PAKISTAN Citibank, N.A. Karachi Deutsche Bank AG Karachi Standard Chartered Bank Karachi PERU Banco de Credito del Peru Lima PHILIPPINES The Hongkong and Shanghai Banking Corporation Limited Manila POLAND Bank Rozwoju Eksportu S.A. Warsaw PORTUGAL J.P. Morgan AG Frankfurt ROMANIA ING Bank N.V. Bucharest *RUSSIA* JPMorgan Chase Bank New York A/C JPMorgan Chase Bank London (USD NOSTRO Account) JPMorgan Chase Bank New York A/C JPMorgan Chase Bank London (USD NOSTRO Account) SINGAPORE Oversea-Chinese Banking Corporation Singapore SLOVAK REPUBLIC Vseobecno Uverova Banka S.A. Bratislava SLOVENIA Bank Austria Creditanstalt d.d. Ljubljana Ljubljana SOUTH AFRICA The Standard Bank of South Africa Limited Johannesburg SOUTH KOREA The Hongkong and Shanghai Banking Corporation Limited Seoul Standard Chartered Bank Seoul SPAIN J.P. Morgan AG Frankfurt SRI LANKA The Hongkong and Shanghai Banking Corporation Limited Colombo SWEDEN Svenska Handelsbanken Stockholm SWITZERLAND UBS AG Zurich TAIWAN JPMorgan Chase Bank Taipei The Hongkong and Shanghai Banking Corporation Limited Taipei THAILAND Standard Chartered Bank Bangkok TUNISIA Banque Internationale Arabe de Tunisie, S.A. Tunis TURKEY JPMorgan Chase Bank Istanbul *UKRAINE* ING Bank Ukraine Kiev U.A.E. The National Bank of Abu Dhabi Abu Dhabi U.K. National Westminster Bank London URUGUAY BankBoston, N.A Montevideo. U.S.A. JPMorgan Chase Bank New York VENEZUELA Citibank, N.A. Caracas VIETNAM The Hongkong and Shanghai Banking Corporation Limited Ho Chi Minh City ZAMBIA Barclays Bank of Zambia Limited Lusaka ZIMBABWE Barclays Bank of Zimbabwe Limited Harare Series Number: 5 72DD). 1. Total income dividends for which record date passed during the period Investor Class 17,690 2. Dividends for a second class of open-end company shares A Class 255 B Class 31 C Class 204 73A) 1. Dividends from net investment income Investor Class $0.5193 2. Dividends for a second class of open-end company shares A Class $0.4947 B Class $0.4211 C Class $0.4293 74U). 1. Number of shares outstanding (000's omitted) Investor Class 33,467 2. Number of shares outstanding of a second class of open-end company shares (000's omitted) A Class 1,158 B Class 87 C Class 747 74V). 1. Net asset value per share (to nearest cent) Investor Class $ 9.93 2.Net asset value per share of a second class of open-end company shares (to nearest cent) A Class $ 9.93 B Class $ 9.93 C Class $ 9.93 -----END PRIVACY-ENHANCED MESSAGE-----