EXHIBIT 99.h10
EXECUTION VERSION
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AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT RELATING TO
$575,000,000
CREDIT AGREEMENT
DATED AS OF DECEMBER 15, 2004
JPMORGAN CHASE BANK, N.A.,
AS ADMINISTRATIVE AGENT
THE SEVERAL BANKS FROM
TIME TO TIME PARTIES HERETO
▇. ▇. ▇▇▇▇▇▇ 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
NATIONAL AUSTRALIA BANK LIMITED
AS DOCUMENTATION AGENTS
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TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this "TRR
AGREEMENT") dated as of December 15, 2004, 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 (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 3 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 15, 2004
(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 15, 2004.
"COMMITMENT TERMINATION DATE" SHALL MEAN DECEMBER 14, 2005, OR SUCH
EARLIER DATE ON WHICH THE COMMITMENTS SHALL TERMINATE AS PROVIDED HEREIN,
SUBJECT TO EXTENSION AS PROVIDED IN SECTION 2.10 HEREOF.
"MAJORITY BANKS" SHALL MEAN BANKS HAVING MORE THAN 50% OF THE
AGGREGATE AMOUNT OF THE COMMITMENTS OR, IF THE COMMITMENTS SHALL HAVE
TERMINATED, BANKS HOLDING MORE THAN 50% OF THE AGGREGATE UNPAID PRINCIPAL AMOUNT
OF THE LOANS.
(d) SECTION 2.4 of the Original Credit Agreement is hereby modified in
the New Credit Agreement by deleting the percentage "0.10%" contained therein
and inserting in lieu thereof: "0.09%".
(e) SECTION 8.9 of the Original Credit Agreement is hereby modified in
the New Credit Agreement so that it reads in its entirety as follows:
SECTION 8.9 INDEBTEDNESS. A FUND WILL NOT, NOR WILL IT PERMIT ANY
BORROWER TO, CREATE, INCUR OR SUFFER TO EXIST ANY INDEBTEDNESS EXCEPT
(A) INDEBTEDNESS TO THE BANKS HEREUNDER, (B) OBLIGATIONS UNDER
FINANCIAL CONTRACTS AND (C) INDEBTEDNESS TO THE CUSTODIAN UNDER ITS
CUSTODY AGREEMENT(S) FOR OVERDRAFT CHARGES INCURRED IN THE ORDINARY
COURSE OF BUSINESS.
(f) 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.
(g) 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 15, 2004 (AS AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME), AMONG THE BORROWERS NAMED
THEREIN, THE BANKS AND THE ADMINISTRATIVE AGENT."
SECTION 2. 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 3. 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 15, 2004 (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 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, or to the
extent not attached, that such by-laws have not been amended since December 17,
2003, (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 or to the extent not attached, that such certificate of
incorporation or declaration of trust has not been amended since December 17,
2003, 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.
(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.
(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 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ 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 4. 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 5. ORIGINAL CREDIT AGREEMENT. Until the occurrence of the
earlier of the Effective Date as provided in Section 3 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 6. 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 7. EXPENSES. Each of the Borrowers agrees, severally and
neither jointly nor jointly and severally, to reimburse the Administrative Agent
for its Allocation (as defined in the New Credit Agreement) of the
Administrative Agent's out-of-pocket expenses in connection with this TRR
Agreement, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent.
[SIGNATURE PAGES TO FOLLOW.]
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/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2004
AMERICAN CENTURY MUTUAL FUNDS, INC., on
behalf of
Balanced Fund
Capital Growth Fund
Capital Value Fund
Fundamental Equity Fund
Giftrust Fund
Growth Fund
Heritage Fund
New Opportunities Fund
New Opportunities Fund II
Select Fund
Ultra Fund
Veedot Fund
Vista Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY WORLD MUTUAL FUNDS,
INC., on behalf of
Emerging Markets Fund
Global Growth Fund
International Growth Fund
International Discovery Fund
International Opportunities Fund
Life Sciences Fund
Technology Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
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
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY STRATEGIC ASSET
ALLOCATIONS, INC. on behalf of
▇▇▇▇▇▇ Fund
Strategic Allocation: Aggressive
Strategic Allocation: Conservative
Strategic Allocation: Moderate
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
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
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
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
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY MUNICIPAL TRUST on
behalf of
Arizona Municipal Bond Fund
Florida Municipal Bond Fund
High-Yield Municipal Fund
Tax-Free Bond Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY TARGET MATURITIES
TRUST on behalf of
Target Maturities Trust: 2005
Target Maturities Trust: 2010
Target Maturities Trust: 2015
Target Maturities Trust: 2020
Target Maturities Trust: 2025
Target Maturities Trust: 2030
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY GOVERNMENT INCOME
TRUST, on behalf of
▇▇▇▇▇▇ Mae Fund
Government Bond Fund
Inflation-Adjusted Bond Fund
Short-Term Government Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY QUANTITATIVE EQUITY
FUNDS, INC., on behalf of
Equity Growth Fund
Global Gold Fund
Income & Growth Fund
Small Company Fund
Utilities Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY INVESTMENT TRUST on
behalf of
Diversified Bond Fund
High-Yield Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY INTERNATIONAL BOND
FUNDS on behalf of
International Bond Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY VARIABLE PORTFOLIOS
II, INC., on behalf of
VP Inflation Protection Fund
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2004
NATIONAL AUSTRALIA BANK LIMITED
(ABN ▇▇-▇▇▇-▇▇▇-▇▇▇)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2004
CALYON NEW YORK BRANCH
(successor by operation of law to Credit
Lyonnais New York Branch)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2004
Deutsche Bank AG New York
Branch
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name:
Title:
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2004
UMB BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST
COMPANY
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER 2004
ROYAL BANK OF SCOTLAND Plc
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
AMERICAN CENTURY FUNDS
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT SIGNATURE PAGE
DECEMBER ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SCHEDULE I
BORROWERS & ALLOCATIONS
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FUND/BORROWER PRO RATA ALLOCATION
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AMERICAN CENTURY MUTUAL FUNDS, INC.
BALANCED 0.48%
GIFTRUST 1.13%
CAPITAL GROWTH 0.00%
CAPTIAL VALUE 0.42%
FUNDAMENTAL EQUITY 0.00%
GROWTH 6.36%
HERITAGE 1.58%
NEW OPPORTUNITIES 0.35%
NEW OPPORTUNITIES II 0.09%
SELECT 5.04%
ULTRA 29.46%
VEEDOT 0.30%
VISTA 2.07%
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
EMERGING MARKETS 0.46%
GLOBAL GROWTH 0.62%
INTERNATIONAL DISCOVERY 2.55%
INTERNATIONAL GROWTH 6.03%
INTERNATIONAL OPPORTUNITIES 0.38%
LIFE SCIENCES 0.20%
TECHNOLOGY 0.22%
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
EQUITY INCOME 4.74%
EQUITY INDEX 1.32%
LARGE COMPANY VALUE 1.47%
REAL ESTATE 0.99%
MID CAP VALUE 0.04%
SMALL CAP VALUE 2.67%
VALUE 3.48%
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
STRAT ALLOCATION - AGGRESSIVE 1.20%
STRAT ALLOCATION - CONSERVATIVE 0.50%
STRAT ALLOCATION - MODERATE 1.26%
▇▇▇▇▇▇ FUND 0.01%
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP BALANCED 0.16%
VP CAPITAL APPRECIATION 0.32%
VP INCOME & GROWTH 1.01%
VP INTERNATIONAL 1.42%
VP ULTRA 0.20%
VP LARGE COMPANY VALUE 0.00%
VP MID CAP VALUE 0.00%
VP VALUE 3.24%
VP VISTA 0.01%
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
CALIFORNIA HIGH-YIELD MUNICIPAL 0.27%
CALIFORNIA INTERMEDIATE-TERM TAX-FREE 0.32%
CALIFORNIA LIMITED-TERM TAX-FREE 0.16%
CALIFORNIA LONG-TERM TAX-FREE 0.35%
AMERICAN CENTURY MUNICIPAL TRUST
ARIZONA MUNICIPAL BOND 0.04%
FLORIDA MUNICIPAL BOND 0.05%
HIGH-YIELD MUNICIPAL 0.10%
TAX-FREE BOND 0.45%
AMERICAN CENTURY TARGET MATURITIES TRUST
TARGET 2005 0.16%
TARGET 2010 0.11%
TARGET 2015 0.08%
TARGET 2020 0.09%
TARGET 2025 0.11%
TARGET 2030 0.02%
AMERICAN CENTURY GOVERNMENT INCOME TRUST
▇▇▇▇▇▇ ▇▇▇ 0.81%
GOVERNMENT BOND 0.24%
INFLATION-ADJUSTED BOND 0.42%
SHORT-TERM GOVERNMENT 0.49%
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
EQUITY GROWTH 2.20%
GLOBAL GOLD 1.43%
INCOME & GROWTH 6.45%
SMALL COMPANY 1.85%
UTILITIES 0.23%
AMERICAN CENTURY INVESTMENT TRUST
DIVERSIFIED BOND 0.38%
HIGH-YIELD 0.05%
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
INTERNATIONAL BOND 1.18%
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
VP INFLATION PROTECTION 0.15%
TOTAL 100.00%
SCHEDULE II
COMMITMENTS, ADDRESSES, ETC.
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NAME AND ADDRESS OF BANK COMMITMENT
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JPMORGAN CHASE BANK, N.A. $0
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
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CALYON NEW YORK BRANCH $95,000,000.00
(successor by operation of law to Credit
Lyonnais New York Branch)
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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Deutsche Bank AG New York Branch $75,000,000.00
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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Tel: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇
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UMB BANK, N.A. $20,000,000.00
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
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STATE STREET BANK AND TRUST COMPANY $75,000,000.00
▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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Bank of America, N.A. $95,000,000.00
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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ROYAL BANK OF SCOTLAND Plc $95,000,000.00
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▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇
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NATIONAL AUSTRALIA BANK LIMITED $95,000,000.00
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
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THE BANK OF NEW YORK $25,000,000.00
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
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TOTAL $575,000,000.00
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.
SCHEDULE IV
DISTRIBUTION AGREEMENTS
-------------------------
1. Amended and Restated Distribution Agreement between American Century
Investment Services, Inc. and the Funds dated November 11, 2004. This
agreement supersedes the agreement dated September 3, 2002.
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.
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).
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.
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
--------------------------------------------------------
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
--------------------------------------------------------
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.)
SCHEDULE V
INVESTMENT MANAGEMENT AGREEMENTS
---------------------------------
1. American Century Mutual Funds, Inc.
a. Amended and Restated Management Agreement, dated 11-17-2004.
2. American Century Capital Portfolios, Inc.
a. Amended and Restated Management Agreement, dated 8-1-2004.
3. American Century World Mutual Funds, Inc.
a. Amended and Restated Management Agreement, dated 8-1-2004.
4. American Century Strategic Asset Allocations, Inc.
a. Amended and Restated Management Agreement, dated 9-30-2004.
5. American Century Variable Portfolios, Inc.
a. Amended and Restated Management Agreement, dated 11-17-2004
6. American Century Investment Trust
a. Amended and Restated Management Agreement, dated 8-01-2004
7. American Century California Tax-Free and Municipal Funds
a. Amended and Restated Management Agreement, dated 8-01-2004
8. American Century Target Maturities Trust
a. Amended and Restated Management Agreement, dated 8-01-2004
9. American Century Municipal Trust
a. Amended and Restated Management Agreement, dated 8-01-2004
10. American Century Government Income Trust
a. Amended and Restated Management Agreement, dated 8-01-2004
11. American Century International Bond Funds
a. Amended and Restated Management Agreement, dated 8-01-2004
12. American Century Quantitative Equity Funds, Inc.
a. Amended and Restated Management Agreement dated, 8-01-2004
13. American Century Variable Portfolios II, Inc.
a. Amended and Restated Management Agreement dated, 8-01-2004