EXHIBIT (a)(4)
AMENDMENT NO. 3 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF AMERICAN CENTURY MUNICIPAL TRUST
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF
TRUST is made as of the 8th day of March, 2007 by the Trustees hereunder.
WHEREAS, the Board of Trustees have executed an Amendment and Restatement
to the Agreement and Declaration of Trust dated March 26, 2004, and amended June
30, 2005 and December 12, 2005; and
WHEREAS, pursuant to Article VIII, Section 8 of the Declaration of Trust,
the Trustees wish to amend the Declaration of Trust as follows.
NOW, THEREFORE, BE IT RESOLVED, the Declaration of Trust is hereby amended
by deleting the present Section 6(d) of Article III and inserting in lieu
thereof the following:
(d) VOTING. On any matter submitted to a vote of the Shareholders of
the Trust, all Shares of all Series and Classes then entitled to vote
shall be voted together, except that (i) when required by the 1940 Act
to be voted by individual Series or Class, Shares shall be voted by
individual Series or Class, or (ii) when the matter affects only the
interests of Shareholders of one or more Series or Classes, only
Shareholders of such one or more Series or Classes shall be entitled to
vote thereon.
RESOLVED, the Declaration of Trust is hereby amended by deleting the
present Section 3 of Article V and inserting in lieu thereof the following:
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, one-third of the Shares
entitled to vote shall constitute a quorum at a Shareholders' meeting.
When any one or more Series or Classes are to vote as a single class
separate from any other Shares, one-third of the Shares of each such
Series or Class entitled to vote shall constitute a quorum at a
Shareholders' meeting of that Series or Class. 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.
RESOLVED, the Declaration of Trust is hereby amended by deleting the
present Section 4 of Article VIII and inserting in lieu thereof the following:
SECTION 4. TERMINATION OF TRUST, SERIES OR CLASS
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 or Class may be terminated at
any time by vote of at least two-thirds (66 (2)/3%) of the Shares of
that Series or Class, or by the Trustees by written notice to the
Shareholders of that Series or Class.
Upon termination of the Trust (or any Series or Class, 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 or Class, 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 or Class, 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 or Class, as the case may be), to the
Shareholders of that Series or Class, as a Series or Class, ratably
according to the number of Shares of that Series or Class held by the
several Shareholders on the date of termination.
IN WITNESS WHEREOF, the Trustees do hereto set their hands as of the date
written above.
Trustees of the American Century Municipal Trust
/s/ Xxxx Xxxxxxxxxxx /s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxx Xxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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