EXHIBIT 99.13n
EXECUTION VERSION
--------------------------------------------------------------------------------
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT RELATING TO
$500,000,000
CREDIT AGREEMENT
DATED AS OF DECEMBER 14, 2005
JPMORGAN CHASE BANK, N.A.,
AS ADMINISTRATIVE AGENT
THE SEVERAL BANKS FROM
TIME TO TIME PARTIES HERETO
X. X. XXXXXX SECURITIES INC.,
AS ADVISOR, LEAD ARRANGER AND BOOKRUNNER
BANK OF AMERICA, N.A.
AS SYNDICATION AGENT
CALYON NEW YORK BRANCH
ROYAL BANK OF SCOTLAND PLC
DEUTSCHE BANK AG NEW YORK BRANCH
AS DOCUMENTATION AGENTS
STATE STREET BANK AND TRUST COMPANY
AS MANAGING AGENT
--------------------------------------------------------------------------------
TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this "TRR
AGREEMENT") dated as of December 14, 2005, among (i) each fund signatory hereto
(each a "Fund" and collectively, the "Funds") on behalf of each entity listed on
SCHEDULE I beneath such fund's name, which entity is a series or portfolio of
such Fund (each such series or portfolio, a "BORROWER" and, collectively, the
"BORROWERS"), (ii) the several banks from time to time parties to this TRR
Agreement (the "BANKS") and (iii) JPMORGAN CHASE BANK, N.A. (formerly known as
JPMorgan Chase Bank), as administrative agent for the Banks hereunder (in such
capacity, the "ADMINISTRATIVE AGENT");
WHEREAS, certain of the Borrowers, the Banks and the Administrative
Agent are parties to an Amended and Restated Credit Agreement, dated as of
December 17, 2003 (as such Credit Agreement may be amended, restated,
supplemented or otherwise modified from time to time, including as amended and
restated by Termination, Replacement and Restatement Agreement(s) previously
entered into by such Persons, the "ORIGINAL CREDIT Agreement");
WHEREAS, the Original Credit Agreement is to be terminated as provided
herein; and
WHEREAS, the Banks and the Administrative Agent are willing, subject
to the terms and conditions of this TRR Agreement, to replace the Original
Credit Agreement with a new credit agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained in
this TRR Agreement and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the
conditions set forth in SECTION 4 hereof:
(a) The Original Credit Agreement, including all schedules and
exhibits thereto, is hereby terminated, subject to applicable provisions set
forth therein as to the survival of certain rights and obligations, and
simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENT")
identical in form and substance to the Original Credit Agreement, including all
schedules and exhibits thereto, except as expressly set forth below. All
References in the Original Credit Agreement to "this Credit Agreement", "this
Agreement", or "the Credit Agreement" shall be deemed to mean the New Credit
Agreement.
(b) The heading of the New Credit Agreement shall read as follows:
"AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 14, 2005
(THIS "AGREEMENT") AMONG (I) EACH FUND SIGNATORY HERETO (EACH A "FUND" AND
COLLECTIVELY, THE "FUNDS") ON BEHALF OF ITSELF OR ON BEHALF OF EACH ENTITY
LISTED ON SCHEDULE I BENEATH SUCH FUND'S NAME, WHICH ENTITY IS A SERIES OR
PORTFOLIO OF SUCH FUND (EACH SUCH SERIES OR PORTFOLIO, A "BORROWER" AND,
COLLECTIVELY, THE "BORROWERS"), (II) THE SEVERAL BANKS FROM TIME TO TIME PARTIES
TO THIS AGREEMENT, WHICH BANKS ARE LISTED ON SCHEDULE II (THE
"BANKS"), AND (III) JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS JPMORGAN CHASE
BANK), AS ADMINISTRATIVE AGENT FOR THE BANKS HEREUNDER (IN SUCH CAPACITY, THE
"ADMINISTRATIVE AGENT");"
(c) SECTION 1.1 of the Original Credit Agreement is hereby modified in
the New Credit Agreement so that the following definitions read in their
entirety as stated below:
"CLOSING DATE" DECEMBER 14, 2005.
"COMMITMENT TERMINATION DATE" SHALL MEAN DECEMBER 13, 2006
(TERMINATION TO BE EFFECTIVE AS OF THE CLOSE OF BUSINESS ON SUCH DAY), OR
SUCH EARLIER DATE ON WHICH THE COMMITMENTS SHALL TERMINATE AS PROVIDED
HEREIN, SUBJECT TO EXTENSION AS PROVIDED IN SECTION 2.10 HEREOF.
"FINANCIAL CONTRACTS" SHALL MEAN OPTION CONTRACTS, OPTIONS ON FUTURES
CONTRACTS, FUTURES CONTRACTS, FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS,
OPTIONS ON FOREIGN CURRENCIES, REPURCHASE AGREEMENTS, REVERSE REPURCHASE
AGREEMENTS, SECURITIES LENDING AGREEMENTS, WHEN-ISSUED SECURITIES, INTEREST
RATE SWAPS, CAPS, OR COLLAR AGREEMENTS, CREDIT DEFAULT SWAPS, BOND MARKET
ASSOCIATION SWAPS, TOTAL RETURN SWAPS, OR SIMILAR ARRANGEMENTS BETWEEN A
FUND FOR THE ACCOUNT OF ANY BORROWER AND ONE OR MORE FINANCIAL INSTITUTIONS
PROVIDING FOR THE TRANSFER OR MITIGATION OF INTEREST RISKS EITHER GENERALLY
OR UNDER SPECIFIC CONTINGENCIES, AND OTHER SIMILAR ARRANGEMENTS ENTERED
INTO BY A FUND FOR ACCOUNT OF ANY BORROWER IN THE ORDINARY COURSE OF ITS
BUSINESS IN ACCORDANCE WITH THE INVESTMENT OBJECTIVES, POLICIES,
RESTRICTIONS AND LIMITATIONS OF SUCH BORROWER THEN IN EFFECT.
(d) SECTION 2.4 of the Original Credit Agreement is hereby modified in
the New Credit Agreement by deleting the percentage "0.09%" contained therein
and inserting in lieu thereof: "0.07%".
(e) SCHEDULES I, II, III, IV and V of the New Credit Agreement shall
be in the form of SCHEDULES I, II, III, IV and V to this TRR Agreement.
(f) Each definition of "Credit Agreement" in the Schedules and
Exhibits to the New Credit Agreement shall be amended to read: "THE AMENDED AND
RESTATED CREDIT AGREEMENT, DATED AS OF DECEMBER 14, 2005 (AS AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME), AMONG THE BORROWERS NAMED
THEREIN, THE BANKS AND THE ADMINISTRATIVE AGENT."
SECTION 2. NEW BORROWERS. Each of the Administrative Agent, the Banks
and the Borrowers acknowledge that the following borrowers (the "NEW BORROWERS")
were not parties to the Original Credit Agreement:
Focused Growth Fund
International Stock Fund
Disciplined Growth Fund
Long-Short Equity Fund
2
Inflation Protection Bond Fund
For the avoidance of doubt, each reference to "Borrower" or "Borrowers" in the
New Credit Agreement (and herein) shall be deemed to include the New Borrowers,
and each of the New Borrowers agrees to be bound by the terms and conditions of
the New Credit Agreement in all respects as a Borrower thereunder; PROVIDED,
HOWEVER, that no New Borrower shall be liable for any obligation incurred by the
Borrowers or any individual Borrower before the Effective Date (as defined
herein).
SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the
Administrative Agent and the Banks to enter into this TRR Agreement and to make
the Loans, each Fund on behalf of itself and each Borrower hereby represents and
warrants to the Administrative Agent and each Bank that (it being agreed that
each Fund represents and warrants only to matters with respect to itself and
each Borrower that is a part of such Fund, and each Borrower represents and
warrants only to matters with respect to itself):
(a) This TRR Agreement and the New Credit Agreement have been duly
authorized and, in the case of this TRR Agreement, executed and delivered by it,
and this TRR Agreement and the New Credit Agreement constitute its legal, valid
and binding obligations enforceable in accordance with their terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
(b) The representations and warranties set forth in SECTION 7 of the
New Credit Agreement are true and correct in all material respects on the date
hereof with the same effect as if made on the date hereof, except to the extent
such representations and warranties expressly relate to an earlier date.
(c) Before and after giving effect to this TRR Agreement, no Default
has occurred and is continuing.
SECTION 4. CONDITIONS TO EFFECTIVENESS. This TRR Agreement and the New
Credit Agreement, including the agreement of each Bank to make Loans thereunder,
shall become effective as of December 14, 2005 (the "EFFECTIVE DATE") upon the
occurrence of the following conditions precedent (which shall be deemed to
satisfy Section 6.1 of the New Credit Agreement):
(a) The Administrative Agent shall have received counterparts of this
TRR Agreement which, when taken together, bear the signatures of all the parties
hereto.
(b) The Administrative Agent shall have received, on behalf of itself
and the Banks, a favorable written opinion of internal counsel for the Borrowers
referring to this TRR Agreement and the New Credit Agreement, (i) dated the date
hereof, (ii) addressed to the Administrative Agent and the Banks, and (iii)
covering such other matters relating to this TRR Agreement and the transactions
hereunder and under the New Credit Agreement as the
3
Administrative Agent or its counsel shall reasonably request, and the Borrowers
hereby instruct their counsel to deliver such opinion.
(c) The Administrative Agent shall have received on the date hereof
(i) a certificate as to the good standing, or as to the subsistence, of the
relevant Fund for each Borrower, as of a recent date, from the Secretary of
State of its state of incorporation; (ii) a certificate of the Secretary or
Assistant Secretary of each such Fund dated the date hereof and certifying (A)
that attached thereto is a true and complete copy of the by-laws of each such
Fund, if any, as in effect on the date hereof and at all times since a date
prior to the date of the resolutions described in clause (B) below, (B) that
attached thereto is a true and complete copy of resolutions duly adopted by the
Board of Trustees or Directors, as the case may be, of each such Fund on its own
behalf and on behalf of its respective Borrowers authorizing this TRR Agreement
and the execution, delivery and performance of this TRR Agreement and the
borrowings under the New Credit Agreement, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect, (C) that
attached thereto is a true and complete copy of the certificate of incorporation
or declaration of trust of each such Fund in effect on the date hereof, and (D)
as to the incumbency and specimen signature of each officer executing this TRR
Agreement or any other document delivered in connection herewith on behalf of
such Fund; (iii) a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to (ii) above; and (iv) such other documents as the Banks
or counsel for the Administrative Agent may reasonably request. To the extent
that any of the documents referred to in clauses (A) and (C) above (i) has been
previously delivered in connection with the Original Credit Agreement or a
previous amendment to the Original Credit Agreement and (ii) has not been
amended since the date of such delivery and continues to be in full force and
effect, the Borrowers may deliver to the Administrative Agent an officer's
certificate to such effect in lieu of such document (such certificate shall
state when such document was previously delivered).
(d) The Administrative Agent shall have received, with a copy for each
Bank, true and correct copies, certified as to authenticity by the Fund, of the
most recent Prospectus for each Borrower, the Investment Management Agreement
for each such Borrower, the Distribution Agreement for each such Borrower, the
Custody Agreement for each such Borrower, the Shareholder Services Agreement of
each Fund with respect to each such Borrower, the current registration statement
for each such Borrower, the most recent annual and semi-annual financial reports
for each such Borrower and such other documents or instruments as may be
reasonably requested by the Administrative Agent, including, without limitation,
a copy of any debt instrument, security agreement or other material contract to
which any Borrower may be a party. To the extent that any of the foregoing
documents (i) has been previously delivered in connection with the Original
Credit Agreement or a previous amendment to the Original Credit Agreement and
(ii) has not been amended since the date of such delivery and continues to be in
full force and effect, the Borrowers may deliver to the Administrative Agent an
officer's certificate to such effect in lieu of such document (such certificate
shall state when such document was previously delivered).
4
(e) All legal matters incident to this TRR Agreement, the New Credit
Agreement and the borrowings and extensions of credit hereunder shall be
satisfactory to the Banks and to Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP, counsel for
the Administrative Agent.
(f) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the date hereof, including all commitment
fees (if any) due and owing under the Original Credit Agreement and, to the
extent invoiced, reimbursement or payment of all out-of pocket expenses required
to be reimbursed or paid by the Borrowers or Funds hereunder.
SECTION 5. APPLICABLE LAW. THIS TRR AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
SECTION 6. ORIGINAL CREDIT AGREEMENT. Until the occurrence of the
earlier of the Effective Date as provided in Section 4 hereof or the Commitment
Termination Date (as defined in the Original Credit Agreement), the Original
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof and the rights and obligations of the parties thereto shall
not be affected hereby, and all fees and interest accruing under the Original
Credit Agreement shall continue to accrue at the rates provided for therein.
SECTION 7. COUNTERPARTS. This TRR Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract.
SECTION 8. EXPENSES. Each of the Borrowers agrees, severally and
neither jointly nor jointly and severally, to reimburse the Administrative Agent
for its out-of-pocket expenses in connection with this TRR Agreement, including
the reasonable fees, charges and disbursements of counsel for the Administrative
Agent. The Funds shall allocate such fees and expenses among the Borrowers pro
rata according to their respective Net Asset Values as at the date on which such
fees and expenses are paid or otherwise in compliance with law.
[SIGNATURE PAGES TO FOLLOW.]
5
IN WITNESS WHEREOF, the parties hereto have caused this TRR Agreement
to be duly executed by their respective authorized officers as of the day and
year first written above.
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Director
6
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2005
AMERICAN CENTURY MUTUAL FUNDS, INC., on
behalf of
Balanced Fund
Capital Growth Fund
Capital Value Fund
Focused Growth
Fundamental Equity Fund
Giftrust Fund
Growth Fund
Heritage Fund
New Opportunities Fund
New Opportunities Fund II
Select Fund
Ultra Fund
Veedot Fund
Vista Fund
AMERICAN CENTURY WORLD MUTUAL FUNDS,
INC., on behalf of
Emerging Markets Fund
Global Growth Fund
International Growth Fund
International Discovery Fund
International Stock Fund
International Opportunities Fund
Life Sciences Fund
Technology Fund
AMERICAN CENTURY CAPITAL PORTFOLIOS,
INC. on behalf of
Equity Income Fund
Equity Index Fund
Large Company Value Fund
Mid Cap Value Fund
Real Estate Fund
Small Cap Value Fund
Value Fund
7
AMERICAN CENTURY STRATEGIC ASSET
ALLOCATIONS, INC. on behalf of
Xxxxxx Fund
Strategic Allocation: Aggressive
Strategic Allocation: Conservative
Strategic Allocation: Moderate
AMERICAN CENTURY VARIABLE PORTFOLIOS,
INC. on behalf of
VP Balanced
VP Capital Appreciation
VP Income & Growth
VP International
VP Large Company Value
VP Mid Cap Value
VP Ultra
VP Value
VP Vista
AMERICAN CENTURY CALIFORNIA TAX-FREE
AND MUNICIPAL FUNDS, on behalf of
California High-Yield Municipal Fund
California Intermediate-Term Tax-Free Fund
California Limited-Term Tax-Free Fund
California Long-Term Tax-Free Fund
AMERICAN CENTURY MUNICIPAL TRUST on
behalf of
Arizona Municipal Bond Fund
Florida Municipal Bond Fund
High-Yield Municipal Fund
Tax-Free Bond Fund
AMERICAN CENTURY TARGET MATURITIES
TRUST on behalf of
Target Maturities Trust: 2010
Target Maturities Trust: 2015
Target Maturities Trust: 2020
Target Maturities Trust: 2025
AMERICAN CENTURY GOVERNMENT INCOME
TRUST, on behalf of
Xxxxxx Mae Fund
Government Bond Fund
Inflation-Adjusted Bond Fund
Short-Term Government Fund
8
AMERICAN CENTURY QUANTITATIVE EQUITY
FUNDS, INC., on behalf of
Disciplined Growth Fund
Equity Growth Fund
Global Gold Fund
Income & Growth Fund
Long/Short Equity Fund
Small Company Fund
Utilities Fund
AMERICAN CENTURY INVESTMENT TRUST on
behalf of
Diversified Bond Fund
High-Yield Fund
Inflation-Protection Bond Fund
AMERICAN CENTURY INTERNATIONAL BOND
FUNDS on behalf of
International Bond Fund
AMERICAN CENTURY VARIABLE PORTFOLIOS
II, INC., on behalf of
VP Inflation Protection Fund
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Treasurer of each of the above-named Funds
9
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 0000
XXXX XX XXXXXXX, N.A.
By: /s/ Xxxxxx Xxxxx
------------------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
10
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2005
CALYON NEW YORK BRANCH
(successor by operation of law to Credit
Lyonnais New York Branch)
By: /s/ Xxxxxxxxx Xxxxx
------------------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Managing Director
By: /s/ Xxx Xxxxxxx
------------------------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
10
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2005
DEUTSCHE BANK AG NEW YORK
BRANCH
By: /s/ Xxxxx X.Xxxxxxxxxx
------------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Director
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Director
12
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2005
UMB BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
13
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 0000
XXXXX XXXXXX BANK AND TRUST
COMPANY
By: /s/ Xxxxxxxxxxx Xxxxx
------------------------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Assistant Vice President
14
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2005
ROYAL BANK OF SCOTLAND Plc
By: Greenwich Capital Markets, Inc., as agent
for The Royal Bank of Scotland plc
By: /s/ Xxxxx Xxxxxxxx
------------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
15
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 0000
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxx Xxxxx
------------------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
16
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2005
CITIBANK, N.A.
By: /s/ Xxxxxxxxx X. Xxxx
------------------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Managing Director
17
SCHEDULE I
BORROWERS
FUND
----------------------------------------------------------------
AMERICAN CENTURY MUTUAL FUNDS, INC.
BALANCED
GIFTRUST
CAPITAL GROWTH
CAPITAL VALUE
FOCUSED GROWTH
FUNDAMENTAL EQUITY
GROWTH
HERITAGE
NEW OPPORTUNITIES
NEW OPPORTUNITIES II
SELECT
ULTRA
VEEDOT
VISTA
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
EMERGING MARKETS
GLOBAL GROWTH
INTERNATIONAL DISCOVERY
INTERNATIONAL GROWTH
INTERNATIONAL STOCK
INTERNATIONAL OPPORTUNITIES
LIFE SCIENCES
TECHNOLOGY
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
EQUITY INCOME
EQUITY INDEX
LARGE COMPANY VALUE
REAL ESTATE
MID CAP VALUE
SMALL CAP VALUE
VALUE
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
STRAT ALLOCATION - AGGRESSIVE
STRAT ALLOCATION - CONSERVATIVE
STRAT ALLOCATION - MODERATE
XXXXXX FUND
18
FUND
----------------------------------------------------------------
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP BALANCED
VP CAPITAL APPRECIATION
VP INCOME & GROWTH
VP INTERNATIONAL
VP ULTRA
VP LARGE COMPANY VALUE
VP MID CAP VALUE
VP VALUE
VP VISTA
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
CALIFORNIA HIGH-YIELD MUNICIPAL
CALIFORNIA INTERMEDIATE-TERM TAX-FREE
CALIFORNIA LIMITED-TERM TAX-FREE
CALIFORNIA LONG-TERM TAX-FREE
AMERICAN CENTURY MUNICIPAL TRUST
ARIZONA MUNICIPAL BOND
FLORIDA MUNICIPAL BOND
HIGH-YIELD MUNICIPAL
TAX-FREE BOND
AMERICAN CENTURY TARGET MATURITIES TRUST
TARGET 2010
TARGET 2015
TARGET 2020
TARGET 2025
AMERICAN CENTURY GOVERNMENT INCOME TRUST
XXXXXX MAE
GOVERNMENT BOND
INFLATION-ADJUSTED BOND
SHORT-TERM GOVERNMENT
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
DISCIPLINED GROWTH
EQUITY GROWTH
GLOBAL GOLD
INCOME & GROWTH
LONG/SHORT EQUITY
SMALL COMPANY
UTILITIES
AMERICAN CENTURY INVESTMENT TRUST
DIVERSIFIED BOND
HIGH-YIELD
INFLATION-PROTECTION BOND
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
INTERNATIONAL BOND
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
VP INFLATION PROTECTION
19
SCHEDULE II
COMMITMENTS, ADDRESSES, ETC.
NAME AND ADDRESS OF BANK COMMITMENT
JPMORGAN CHASE BANK, N.A. $0
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
XXXXXXXX.XXXXXX@XXXXXXXX.XXX
CALYON NEW YORK BRANCH $90,000,000.00
(successor by operation of law to Credit
Lyonnais New York Branch)
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
XXXXX@XXXXXXXXXX.XXX
DEUTSCHE BANK AG NEW YORK BRANCH $90,000,000.00
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxxxxxx Xxxxxx
Tel: 000-000-0000
xxxxxxxx.xxxxxx@xx.xxx
BANK OF AMERICA, N.A. $90,000,000.00
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
E-mail: XXXXXX.X.XXXXX@XXXXXXXXXXXXX.XXX
ROYAL BANK OF SCOTLAND Plc $90,000,000.00
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
E-mail: XXXXXX.XXXXXX@XXXX.XXX
00
XXXXX XXXXXX XXXX AND TRUST COMPANY $70,000,000.00
0 Xxxxxx xx Xxxxxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
XXXXXXXXX@XXXXXXXXXXX.XXX
THE BANK OF NEW YORK $25,000,000.00
0 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: XXXXXXXX@XXXXXXXX.XXX
CITIBANK, N.A. $25,000,000.00
000 Xxxxxxxxx Xx., 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxx; Xxxxxx Xxxxxxx
Telephone: (000) 000-0000; (000) 000-0000
Facsimile: (000) 000-0000
E-mail: XXXXXXXXX.X.XXXX@XXXXXXXXX.XXX;
XXXXXX.XXXXXXX@XXXXXXXXX.XXX
UMB BANK, N.A. $20,000,000.00
0000 Xxxxx Xxxx.
Xxxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
XXXXX.XXXXXXXX@XXX.XXX
TOTAL $500,000,000.00
21
SCHEDULE III
CUSTODY AGREEMENTS
1. Global Custody Agreement between the Funds and The Chase Manhattan Bank,
dated August 9, 1996.
a. Amendment to Global Custody Agreement with The Chase Manhattan
Bank, Dated December 9, 2000.
b. Amendment No. 2 to Global Custody Agreement with JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank), dated May 1,
2004.
2. Supplemental Agreement by and between American Century International
Discovery Fund, American Century Emerging Markets Fund and American Century
Global Growth Fund and The Chase Manhattan Bank, dated July 30, 1999.
3. Supplemental Agreement by and between American Century Strategic Allocation
Aggressive Fund, American Century Strategic Allocation Moderate Fund,
American Century Global Growth Fund and American Century International
Growth Fund and The Chase Manhattan Bank, dated February 1, 2000.
4. Custodian and Investment Accounting Agreement by and between American
Century Inflation Protection Bond Fund and American Century International
Bond Fund and the State Street Bank and Trust Co., dated May 27, 2005.
a. Amendment No. 1 to Custodian and Investment Accounting Agreement
to add American Century Long-Short Equity Fund, dated September
30, 2005.
22
SCHEDULE IV
DISTRIBUTION AGREEMENTS
1. Amended and Restated Distribution Agreement between American Century
Investment Services, Inc. and the Funds dated September 29, 2005. This
agreement supersedes the agreement dated November 11, 2004.
MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLANS
A. ADVISOR CLASS
1. KC plan dated 9-3-96.
a. Amendment No. 1 dated 6-13-97 to change fund/issuer names, add
Real Estate; change Retail Class to Investor Class.
b. Amendment No. 2 dated 9-30-97 to add High-Yield.
c. Amendment No. 3 dated 6-30-98 to add Small Cap Value.
d. Amendment No. 4 dated 11-13-98 to add Global Growth.
e. Amendment No. 5 dated 2-16-99 to add Tax-Managed Value.
f. Amendment No. 6 dated 7-30-99 to add Large Cap Value.
g. Amendment No. 7 dated 11-19-99 to add Veedot and Veedot Large Cap.
h. Amendment No. 8 dated 6-1-00 to add Life Sciences & Technology.
i. Amendment No. 9 dated 4-30-01 to add European Growth.
j. Amendment No. 10 dated 12-3-01 to remove Limited-Term Bond and
Bond due to fund mergers.
k. Amendment No. 11 dated 9-3-02 to add Large Company Growth Fund.
l. Amendment No. 12 dated 8-1-04 to add Advisor Class for Mid Cap
Value, remove High-Yield and change Large Cap name, and change
Tax-Managed Value name.
2. MV plan dated 8-1-97.
a. Amended 6-29-98 to add Prime Money Market and Small Cap Quant.
b. Amendment No. 1 dated 8-1-01 to add Diversified Bond Fund and
High-Yield Fund for ACIT and change fund names for ACGIT.
c. Amendment No. 2 dated 12-3-01 to remove Short-Term Treasury;
change names for Inflation-Adjusted Treasury and Long-Term
Treasury. Remove High-Yield for ACIT because merger did not take
place.
d. Amendment No. 3 dated 7-1-02 to add back High-Yield.
e. Amendment No. 4 dated 5-1-04 to change Small Cap Quant name,
remove GNR and Treasury; and add ACQEF, Inc.
23
f. Amendment No. 5 dated 7-29-05 to add Tax-Free Bond Fund and
remove Target 2030.
g. Amendment No. 6 dated 9-29-05 to add Long-Short Equity and
Disciplined Growth Fund.
B. C CLASS
1. KC plan dated 3-1-01 effective 5-1-01 (original plan included European
Growth). This plan is in addition to the plan dated 9-3-96.
a. Amendment No. 1 dated 4-30-01 effective 5-1-01 to add Large Cap
Value.
b. Amendment No. 2 dated 9-3-02 to add Large Company Growth Fund,
add C shares for Select and New Ops II with load fund changes and
reflect name change for Large Cap Value.
c. Amendment No. 3 dated 2-27-04 to add Capital Growth Fund.
d. Amendment No. 4 dated 9-30-04 to add Strats Conservative.
e. Amendment No. 5 dated 11-17-04 to add Fundamental Equity.
2. MV plan dated 9-16-00 effective 5-1-01. This plan is in addition to
the plan dated 8-1-97.
a. Amendment No. 1 dated 8-01-01 to add High-Yield Fund and change
fund names for ACGIT and ACMT.
b. Amendment No. 2 dated 12-3-01 to remove ACIT High-Yield because
merger did not take place.
c. Amendment No. 3 dated 7-1-02 to add ACIT High-Yield back.
d. Amendment No. 4 dated 9-3-02 to add Diversified Bond.
e. Amendment No. 5 dated 1-2-04 to change distribution fee to 75 bps
for all funds except Prime which is 50 bps (did not add C class
for AZ Muni Bond and FL Muni Bond because they already existed in
document).
f. Amendment No. 6 dated 5-1-04 to add ACQEF, Inc. (MD corp).
g. Amendment No. 7 dated 5-1-05 to add Inflation Protection Bond
Fund.
h. Amendment No. 8 dated 9-29-05 to add Long-Short Equity Fund.
C. CLASS II (ACVP and ACVPII)
1. American Century Variable Portfolios, Inc. and American Century
Variable Portfolios II, Inc., Class II Plan dated 11-17-04.
D. Class IV (ACVP)
1. American Century Variable Portfolios, Inc., Class IV Plan dated 5-03-04.
24
E. A CLASS
1. Plan dated 9-3-02 (includes both MV and KC).
a. Amendment No. 1 dated 2-27-04 to AZ Muni Bond, FL Muni Bond and
Capital Growth.
b. Amendment No. 2 dated 9-30-04 to add Strats load classes.
c. AMENDMENT NO. 3 DATED 11-17-04 TO ADD FUNDAMENTAL EQUITY
d. Amendment No. 4 dated 5-1-05 to add Inflation Protection Bond
Fund.
e. Amendment No. 5 dated 9-29-05 to add ACQEF as a party, Long-Short
Equity and Global Growth.
E. B CLASS
1. Plan dated 9-3-02 (includes both MV and KC).
a. Amendment No. 1 dated 2-27-04 to AZ Muni Bond, FL Muni Bond and
Capital Growth.
b. Amendment No. 2 dated 9-30-04 to add Strats load classes.
c. AMENDMENT NO. 3 DATED 11-17-04 TO ADD FUNDAMENTAL EQUITY
d. Amendment No. 4 dated 5-1-05 to add Inflation Protection Bond
Fund. e. Amendment No. 5 dated 9-29-05 to add ACQEF as a party,
Long-Short Equity and Global Growth Fund.
F. C CLASS II
1. Plan dated 9-3-02 (includes both MV and KC).
G. R CLASS
1. Plan dated 8-29-03 (includes both MV and KC).
a. Amendment No. 1 dated 5-01-04 to add ACQEF, Inc. (MD corp.)
b. Amendment No. 2 dated 2-24-05 to add R class for Strategic Asset
Allocation - Conservative and Strategic Asset Allocation -
Aggressive and Inflation Protection Bond Fund.
c. Amendment No. 3 dated 7-29-05 to add classes for share
simplification.
d. Amendment No. 4 dated 9-29-05 to add Long-Short Equity and
Disciplined Growth Fund.
25
SCHEDULE V
INVESTMENT MANAGEMENT AGREEMENTS
1. American Century Mutual Funds, Inc.
a. Amended and Restated Management Agreement dated 2-24-05 and
7-29-05 to reflect fee changes.
2. American Century Capital Portfolios, Inc.
a. Amended and Restated Management Agreement dated 7-29-05 to
reflect fee changes and add R class for Value and Mid Cap Value
3. American Century Strategic Asset Allocations, Inc.
a. Amended and Restated Management Agreement dated 2-24-05 and
7-29-05 to reflect fee changes.
4. American Century World Mutual Funds, Inc.
a. Amended and Restated Management Agreement with American Century
Global Investment Management, Inc. dated 2-24-05 and 9-29-05 to
add A&B classes for Global Growth.
b. Amended and Restated Management Agreement with American Century
Global Investment Management, Inc. dated 7-29-05 to reflect fee
changes and assignment of funds from American Century Investment
Management, Inc.
5. American Century Variable Portfolios, Inc.
a. Amended and Restated Management Agreement with American Century
Investment Management, Inc., dated 7-29-05 to reflect fee changes
and assignment of funds to American Century Global Investment
Management, Inc.
b. Amended and Restated Management Agreement with American Century
Global Investment Management, Inc., dated 7-29-05 to reflect
assignment of funds from American Century Investment Management,
Inc.
6. American Century Variable Portfolios II, Inc.
a. Amended and Restated Management Agreement dated 7-29-05 to add
classes to schedule C.
7. American Century California Tax-Free and Municipal Funds
a. Amended and Restated Management Agreement dated 7-29-05 to add
classes to schedule C.
8. American Century Target Maturities Trust
a. Amended and Restated Management Agreement dated 7-29-05 to add
classes to schedule C and remove Target 2030 due to liquidation.
26
9. American Century International Bond Funds
a. Amended and Restated Management Agreement dated 7-29-05 to add
classes to schedule C.
10. American Century Quantitative Equity Funds, Inc.
a. Amended and Restated Management Agreement dated 9-29-05 to add
Long-Short and Disciplined Growth.
11. American Century Government Income Trust
a. Amended and Restated Management Agreement dated 7-29-05 to add
classes to schedule C.
12. American Century Investment Trust
a. Amended and Restated Management Agreement dated 7-29-05 and
5-1-05 to add classes to schedule C.
13. American Century Municipal Trust.
a. Amended and Restated Management Agreement dated 7-29-05 to add
classes to schedule C.
27
