AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT is made as of the 20th
day of November, 2000, by and between each of the open end management investment
companies listed on Schedule A, attached hereto, as of the dates noted on such
Schedule A, together with all other open end management investment companies
subsequently established and made subject to this Agreement in accordance with
Section 11 (the "Issuers") and American Century Investment Services, Inc.
("Distributor"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Distribution Agreement.
RECITALS
WHEREAS, the Issuers and Distributor are parties to a certain
Distribution Agreement dated March 13, 2000, as amended by Amendment No. 1 dated
June 1, 2000 (the "Distribution Agreement"); and
WHEREAS, several of the Issuers have added a C class of shares; and
WHEREAS, a new Issuer, American Century Variable Portfolios II, Inc.,
has been formed and desires to become a party to the Distribution Agreement for
the distribution of the series it offers, VP Prime Money Market Fund; and
WHEREAS, American Century Target Maturities Trust has added a new
series, Target 2030 Fund; and
WHEREAS, the parties desire to amend the Distribution Agreement to add
the new issuer and series and multiple classes.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. The new issuer, series and classes are hereby added as parties to
the Distribution Agreement.
2. Schedules A, B and E to the Distribution Agreement are hereby
amended by deleting the text thereof in their entirety and inserting in lieu
therefor the Schedules A, B and E attached hereto.
3. The following is added as a new Section 2.c. to the Distribution
Agreement:
"c. C Class Shares. For the services provided and expenses
incurred by Distributor as described in SECTION 2 AND SECTION
3 of the Master Distribution and Individual Shareholder
Services Plan adopted by the Board with respect to the C Class
of such Funds, Distributor shall be compensated by ACIM, not
by the Funds."
4. The following is added as a new Section 3.c. to the Distribution
Agreement:
"c. Distributor or one of its affiliates or designees shall
pay all expenses incurred by it in connection with the
performance of its distribution duties hereunder and under the
Master Distribution and Individual Shareholder Services Plan,
dated as of September 16, 2000, to be effective as of May 1,
2001, with respect to the C Class of the Funds' shares,
including, but not limited to (A) payment of sales commission,
ongoing commissions and other payments to brokers, dealers,
financial institutions or others who sell C Class shares
pursuant to Selling Agreements; (B) compensation to registered
representatives or other employees of Distributor who engage
in or support distribution of the Funds' C Class shares; (C)
compensation to, and expenses (including overhead and
telephone expenses) of, Distributor; (D) the printing of
prospectuses, statements of additional information and reports
for other than existing shareholders; (E) the preparation,
printing and distribution of sales literature and advertising
materials provided to the Funds' shareholders and prospective
shareholders; (F) receiving and answering correspondence from
prospective shareholders, including distributing prospectuses,
statements of additional information, and shareholder reports;
(G) the providing of facilities to answer questions from
prospective investors about Fund shares; (H) complying with
federal and state securities laws pertaining to the sale of
Fund shares; (I) assisting investors in completing application
forms and selecting dividend and other account options; (J)
the providing of other reasonable assistance in connection
with the distribution of Fund shares; (K) the organizing and
conducting of sales seminars and payments in the form of
transactional compensation or promotional incentives; (L)
profit on the foregoing; (M) the payment of "service fees", as
contemplated by the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.; and (N) such other
distribution and services activities as the Issuers determine
may be paid for by the Issuers pursuant to the terms of this
Agreement and in accordance with Rule 12b-1 of the 1940 Act."
5. Section 3.c. of the Distribution Agreement is hereby renumbered as
Section 3.d., and the first phrase is restated as follows:
"In addition to paying the above expenses with respect to the
Advisor Class, Service Class and C Class,"
6. Section 11 of the Distribution Agreement is hereby amended by adding
a reference to "SCHEDULE F" to the lists of schedules. SCHEDULE F, the list of C
Class funds attached hereto, is hereby incorporated into the Distribution
Agreement.
7. After the date hereof, all references to the Distribution Agreement
shall be deemed to mean the Distribution Agreement, as amended by this Amendment
No. 2.
8. In the event of a conflict between the terms of this Amendment No. 2
and the Distribution Agreement, it is the intention of the parties that the
terms of this Amendment No. 2 shall control and the Distribution Agreement shall
be interpreted on that basis. To the extent the provisions of the Distribution
Agreement have not been amended by this Amendment No. 2, the parties hereby
confirm and ratify the Distribution Agreement.
9. This Amendment No. 2 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
as of the date first above written.
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By: /s/ David C. Tucker
Name: David C. Tucker
Title: Senior Vice President
AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY PREMIUM RESERVES, INC.
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY STRATEGIC ASSET
ALLOCATIONS, INC.
AMERICAN CENTURY TARGET MATURITIES TRUST
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
By: /s/ Charles A. Etherington
Name: Charles A. Etherington
Title: Vice President
SCHEDULE A
COMPANIES AND FUNDS COVERED BY THIS DISTRIBUTION AGREEMENT
FUND DATE OF AGREEMENT
---- -----------------
AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
>> California Municipal Money Market Fund March 12, 2000
>> California High-Yield Municipal Fund March 12, 2000
>> California Tax-Free Money Market Fund March 12, 2000
>> California Limited-Term Tax-Free Fund March 12, 2000
>> California Intermediate-Term Tax-Free Fund March 12, 2000
>> California Long-Term Tax-Free Fund March 12, 2000
>> California Insured Tax-Free Fund March 12, 2000
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>> Equity Income Fund March 12, 2000
>> Real Estate Fund March 12, 2000
>> Value Fund March 12, 2000
>> Small Cap Value Fund March 12, 2000
>> Equity Index Fund March 12, 2000
>> Large Cap Value Fund March 12, 2000
AMERICAN CENTURY GOVERNMENT INCOME TRUST
>> Short-Term Treasury Fund March 12, 2000
>> Intermediate-Term Treasury Fund March 12, 2000
>> Long-Term Treasury Fund March 12, 2000
>> Government Agency Money Market Fund March 12, 2000
>> Short-Term Government Fund March 12, 2000
>> GNMA Fund March 12, 2000
>> Inflation-Adjusted Treasury Fund March 12, 2000
>> Capital Preservation Fund March 12, 2000
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>> International Bond Fund March 12, 2000
AMERICAN CENTURY INVESTMENT TRUST
>> Prime Money Market Fund March 12, 2000
AMERICAN CENTURY MUNICIPAL TRUST
>> Arizona Intermediate-Term Municipal Fund March 12, 2000
>> Florida Municipal Money Market Fund March 12, 2000
>> Florida Intermediate-Term Municipal Fund March 12, 2000
>> Tax-Free Money Market Fund March 12, 2000
>> Intermediate-Term Tax-Free Fund March 12, 2000
>> Long-Term Tax-Free Fund March 12, 2000
>> Limited-Term Tax-Free Fund March 12, 2000
>> High-Yield Municipal Fund March 12, 2000
AMERICAN CENTURY MUTUAL FUNDS, INC.
>> Balanced Fund March 12, 2000
>> Growth Fund March 12, 2000
>> Heritage Fund March 12, 2000
>> Intermediate-Term Bond Fund March 12, 2000
>> Limited-Term Bond Fund March 12, 2000
>> Bond Fund March 12, 2000
>> Select Fund March 12, 2000
>> Ultra Fund March 12, 2000
>> Vista Fund March 12, 2000
>> Giftrust Fund March 12, 2000
>> New Opportunities Fund March 12, 2000
>> High-Yield Fund March 12, 2000
>> Tax-Managed Value Fund March 12, 2000
>> Veedot Fund March 12, 2000
>> Veedot Large-Cap Fund March 12, 2000
AMERICAN CENTURY PREMIUM RESERVES, INC.
>> Premium Government Reserve Fund March 12, 2000
>> Premium Capital Reserve Fund March 12, 2000
>> Premium Managed Bond Fund March 12, 2000
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>> Equity Growth Fund March 12, 2000
>> Income & Growth Fund March 12, 2000
>> Global Gold Fund March 12, 2000
>> Global Natural Resources Fund March 12, 2000
>> Utilities Fund March 12, 2000
>> Small Cap Quantitative Fund March 12, 2000
AMERICAN CENTURY STRATEGIC ASSET
ALLOCATIONS, INC.
>> Strategic Allocation: Aggressive Fund March 12, 2000
>> Strategic Allocation: Conservative Fund March 12, 2000
>> Strategic Allocation: Moderate Fund March 12, 2000
AMERICAN CENTURY TARGET MATURITIES TRUST
>> Target 2000 Fund March 12, 2000
>> Target 2005 Fund March 12, 2000
>> Target 2010 Fund March 12, 2000
>> Target 2015 Fund March 12, 2000
>> Target 2020 Fund March 12, 2000
>> Target 2025 Fund March 12, 2000
>> Target 2030 Fund December 18, 2000
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>> VP Advantage Fund March 12, 2000
>> VP Balanced Fund March 12, 2000
>> VP Capital Appreciation Fund March 12, 2000
>> VP International Fund March 12, 2000
>> VP Income & Growth Fund March 12, 2000
>> VP Value Fund March 12, 2000
>> VP Equity Index Fund December 1, 2000
>> VP Growth Fund December 1, 2000
>> VP Ultra Fund December 1, 2000
>> VP Vista Fund December 1, 2000
>> VP Global Growth Fund December 1, 2000
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
>> VP Prime Money Market Fund December 1, 2000
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>> Emerging Markets Fund March 12, 2000
>> International Growth Fund March 12, 2000
>> International Discovery Fund March 12, 2000
>> Global Growth Fund March 12, 2000
>> Life Sciences Fund June 1, 2000
>> Technology Fund June 1, 2000
SCHEDULE B
INVESTOR CLASS FUNDS
FUND DATE OF AGREEMENT
---- -----------------
AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
>> California Municipal Money Market Fund March 12, 2000
>> California High-Yield Municipal Fund1 March 12, 2000
>> California Tax-Free Money Market Fund March 12, 2000
>> California Limited-Term Tax-Free Fund March 12, 2000
>> California Intermediate-Term Tax-Free Fund March 12, 2000
>> California Long-Term Tax-Free Fund March 12, 2000
>> California Insured Tax-Free Fund March 12, 2000
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>> Equity Income Fund1 March 12, 2000
>> Real Estate Fund1 March 12, 2000
>> Value Fund1 March 12, 2000
>> Small Cap Value Fund1 March 12, 2000
>> Equity Index Fund1 March 12, 2000
>> Large Cap Value Fund1 March 12, 2000
AMERICAN CENTURY GOVERNMENT INCOME TRUST
>> Short-Term Treasury Fund1 March 12, 2000
>> Intermediate-Term Treasury Fund1 March 12, 2000
>> Long-Term Treasury Fund1 March 12, 2000
>> Government Agency Money Market Fund1 March 12, 2000
>> Short-Term Government Fund1 March 12, 2000
>> GNMA Fund1 March 12, 2000
>> Inflation-Adjusted Treasury Fund1 March 12, 2000
>> Capital Preservation Fund March 12, 2000
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>> International Bond Fund1 March 12, 2000
AMERICAN CENTURY INVESTMENT TRUST
>> Prime Money Market Fund1 March 12, 2000
----------
(1)Multiple Classes of Shares
AMERICAN CENTURY MUNICIPAL TRUST
>> Arizona Intermediate-Term Municipal Fund March 12, 2000
>> Florida Municipal Money Market Fund March 12, 2000
>> Florida Intermediate-Term Municipal Fund March 12, 2000
>> Tax-Free Money Market Fund March 12, 2000
>> Intermediate-Term Tax-Free Fund March 12, 2000
>> Long-Term Tax-Free Fund March 12, 2000
>> Limited-Term Tax-Free Fund March 12, 2000
>> High-Yield Municipal Fund March 12, 2000
AMERICAN CENTURY MUTUAL FUNDS, INC.
>> Balanced Fund1 March 12, 2000
>> Growth Fund1 March 12, 2000
>> Heritage Fund1 March 12, 2000
>> Intermediate-Term Bond Fund1 March 12, 2000
>> Limited-Term Bond Fund1 March 12, 2000
>> Bond Fund1 March 12, 2000
>> Select Fund1 March 12, 2000
>> Ultra Fund1 March 12, 2000
>> Vista Fund1 March 12, 2000
>> Giftrust March 12, 2000
>> High-Yield Fund March 12, 2000
>> Tax-Managed Value Fund March 12, 2000
>> Veedot Fund March 12, 2000
>> Veedot Large-Cap Fund March 12, 2000
AMERICAN CENTURY PREMIUM RESERVES, INC.
>> Premium Government Reserve Fund March 12, 2000
>> Premium Capital Reserve Fund March 12, 2000
>> Premium Bond Fund March 12, 2000
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>> Equity Growth Fund1 March 12, 2000
>> Income & Growth Fund1 March 12, 2000
>> Global Gold Fund1 March 12, 2000
>> Global Natural Resources Fund1 March 12, 2000
>> Utilities Fund1 March 12, 2000
>> Small Cap Quantitative Fund1 March 12, 2000
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>> Strategic Allocation: Aggressive1 March 12, 2000
>> Strategic Allocation: Conservative1 March 12, 2000
>> Strategic Allocation: Moderate1 March 12, 2000
AMERICAN CENTURY TARGET MATURITIES TRUST
>> Target 2000 Fund1 March 12, 2000
>> Target 2005 Fund1 March 12, 2000
>> Target 2010 Fund1 March 12, 2000
>> Target 2015 Fund1 March 12, 2000
>> Target 2020 Fund1 March 12, 2000
>> Target 2025 Fund1 March 12, 2000
>> Target 2030 Fund1 December 18, 2000
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>> VP Advantage Fund March 12, 2000
>> VP Balanced Fund March 12, 2000
>> VP Capital Appreciation Fund March 12, 2000
>> VP International Fund March 12, 2000
>> VP Income & Growth Fund March 12, 2000
>> VP Value Fund March 12, 2000
>> VP Equity Index Fund December 1, 2000
>> VP Growth Fund December 1, 2000
>> VP Ultra Fund December 1, 2000
>> VP Vista Fund December 1, 2000
>> VP Global Growth Fund December 1, 2000
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
>> VP Prime Money Market Fund December 1, 2000
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>> Emerging Markets Fund1 March 12, 2000
>> International Growth Fund1 March 12, 2000
>> International Discovery Fund1 March 12, 2000
>> Global Growth Fund1 March 12, 2000
>> Life Sciences1 June 1, 2000
>> Technology Fund1 June 1, 2000
SCHEDULE E
ADVISOR CLASS FUNDS
FUND DATE OF AGREEMENT
---- -----------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>> Equity Income Fund March 12, 2000
>> Value Fund March 12, 2000
>> Real Estate Fund March 12, 2000
>> Small Cap Value Fund March 12, 2000
>> Large Cap Value Fund March 12, 2000
AMERICAN CENTURY GOVERNMENT INCOME TRUST
>> Short-Term Treasury Fund March 12, 2000
>> Intermediate-Term Treasury Fund March 12, 2000
>> Long-Term Treasury Fund March 12, 2000
>> Government Agency Money Market Fund March 12, 2000
>> Short-Term Government Fund March 12, 2000
>> GNMA Fund March 12, 2000
>> Inflation-Adjusted Treasury Fund March 12, 2000
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>> International Bond Fund March 12, 2000
AMERICAN CENTURY MUTUAL FUNDS, INC.
>> Balanced Fund March 12, 2000
>> Growth Fund March 12, 2000
>> Heritage Fund March 12, 2000
>> Intermediate-Term Bond Fund March 12, 2000
>> Limited-Term Bond Fund March 12, 2000
>> Bond Fund March 12, 2000
>> Select Fund March 12, 2000
>> Ultra Fund March 12, 2000
>> Vista Fund March 12, 2000
>> High-Yield Fund March 12, 2000
>> Tax-Managed Value Fund March 12, 2000
>> Veedot Fund March 12, 2000
>> Veedot Large-Cap Fund March 12, 2000
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>> Equity Growth Fund March 12, 2000
>> Income & Growth Fund March 12, 2000
>> Global Gold Fund March 12, 2000
>> Global Natural Resources Fund March 12, 2000
>> Utilities Fund March 12, 2000
>> Small Cap Quantitative Fund March 12, 2000
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>> Strategic Allocation: Aggressive March 12, 2000
>> Strategic Allocation: Conservative March 12, 2000
>> Strategic Allocation: Moderate March 12, 2000
AMERICAN CENTURY TARGET MATURITIES TRUST
>> Target 2000 Fund March 12, 2000
>> Target 2005 Fund March 12, 2000
>> Target 2010 Fund March 12, 2000
>> Target 2015 Fund March 12, 2000
>> Target 2020 Fund March 12, 2000
>> Target 2025 Fund March 12, 2000
>> Target 2030 Fund December 18, 2000
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>> Emerging Markets Fund March 12, 2000
>> International Growth Fund March 12, 2000
>> International Discovery Fund March 12, 2000
>> Global Growth Fund March 12, 2000
>> Life Sciences Fund June 1, 2000
>> Technology Fund June 1, 2000
AMERICAN CENTURY INVESTMENT TRUST
>> Prime Money Market Fund March 12, 2000
SCHEDULE F
C CLASS FUNDS
FUND DATE OF AGREEMENT
---- -----------------
AMERICAN CENTURY CALIFORNIA TAX-FREE
AND MUNICIPAL FUNDS
>> California High-Yield Municipal Fund May 1, 2001
>> California Insured Tax-Free Fund May 1, 2001
>> California Intermediate-Term Tax-Free Fund May 1, 2001
>> California Long-Term Tax-Free Fund May 1, 2001
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>> Equity Income Fund May 1, 2001
>> Value Fund May 1, 2001
AMERICAN CENTURY GOVERNMENT INCOME TRUST
>> GNMA Fund May 1, 2001
AMERICAN CENTURY INVESTMENT TRUST
>> Prime Money Market Fund May 1, 2001
AMERICAN CENTURY MUNICIPAL TRUST
>> Arizona Intermediate-Term Municipal Fund May 1, 2001
>> Florida Intermediate-Term Municipal Fund May 1, 2001
>> High-Yield Municipal Fund May 1, 2001
>> Intermediate-Term Tax-Free Fund May 1, 2001
AMERICAN CENTURY MUTUAL FUNDS, INC.
>> Growth Fund May 1, 2001
>> Ultra Fund May 1, 2001
>> Vista Fund May 1, 2001
>> High-Yield Fund May 1, 2001
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>> Equity Growth Fund May 1, 2001
>> Income & Growth Fund May 1, 2001
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>> Strategic Allocation: Aggressive May 1, 2001
>> Strategic Allocation: Moderate May 1, 2001
AMERICAN CENTURY TARGET MATURITIES TRUST
>> Target 2030 Fund May 1, 2001
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>> International Growth Fund May 1, 2001
>> Global Growth Fund May 1, 2001
>> Life Sciences May 1, 2001
>> Technology Fund May 1, 2001
