EXHIBIT (h)(1)
AMENDED AND RESTATED
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT, made as of August 1, 2007, by and between AMERICAN CENTURY
CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS, a Massachusetts Business Trust
("ACCTFMF"), and AMERICAN CENTURY SERVICES, LLC, a Missouri limited liability
company ("Services").
1. By action of its Board of Directors, ACCTFMF appointed Services as its
transfer agent, and Services accepted such appointment.
2. As transfer agent for ACCTFMF, Services shall perform all the functions
usually performed by transfer agents of investment companies, in accordance with
the policies and practices of ACCTFMF as disclosed in its prospectus or
otherwise communicated to Services from time to time, including, but not limited
to, the following:
(a) Recording the ownership, transfer, conversion and cancellation of
ownership of shares of ACCTFMF on the books of ACCTFMF;
(b) Causing the issuance, transfer, conversion and cancellation of stock
certificates of ACCTFMF;
(c) Establishing and maintaining records of accounts;
(d) Computing and causing to be prepared and mailed or otherwise delivered
to shareholders payment of redemption proceeds due from ACCTFMF on
redemption of shares and notices of reinvestment in additional shares
of dividends, stock dividends or stock splits declared by ACCTFMF on
shares of ACCTFMF;
(e) Furnishing to shareholders such information as may be reasonably
required by ACCTFMF, including confirmation of shareholder
transactions and appropriate income tax information;
(f) Addressing and mailing to shareholders prospectuses, annual and
semiannual reports; addressing and mailing proxy materials for
shareholder meetings prepared by or on behalf of ACCTFMF, and
tabulating the proxy votes;
(g) Replacing allegedly lost, stolen or destroyed stock certificates in
accordance with and subject to usual and customary procedures and
conditions;
(h) Maintaining such books and records relating to transactions effected
by Services pursuant to this Agreement as are required by the
Investment Company Act of 1940, or by rules or regulations thereunder,
or by any other applicable provisions of law, to be maintained by
ACCTFMF or its transfer agent with respect to such transactions;
preserving, or causing to be preserved, any such books and records for
such periods as may be required by any such law, rule or regulation;
furnishing ACCTFMF such information as to such transactions and at
such times as may be reasonably required by it to comply with
applicable laws and regulations, including but not limited to the laws
of the several states of the United States;
(i) Dealing with and answering all correspondence from or on behalf of
shareholders relating to its functions under this Agreement.
3. ACCTFMF may perform on site inspection of records and accounts and
perform audits directly pertaining to ACCTFMF shareholder accounts serviced by
Services hereunder at Services' facilities in accordance with reasonable
procedures at the frequency necessary to show proper administration of this
agreement and the proper audit of ACCTFMF's financial statements. Services will
cooperate with ACCTFMF's auditors and the representatives of appropriate
regulatory agencies and furnish all reasonably requested records and data.
4. (a) Services will at all times exercise due diligence and good faith in
performing its duties hereunder. Services will make every reasonable effort and
take all reasonably available measures to assure the adequacy of its personnel
and facilities as well as the accurate performance of all services to be
performed by it hereunder within the time requirements of any applicable
statutes, rules or regulations or as disclosed in ACCTFMF's prospectus.
(b) Services shall not be responsible for, and ACCTFMF agrees to
indemnify Services for, any losses, damages or expenses (including reasonable
counsel fees and expenses) (a) resulting from any claim, demand, action or suit
not resulting from Services failure to exercise good faith or due diligence and
arising out of or in connection with Services' duties on behalf of the fund
hereunder; (b) for any delay, error, or omission by reason or circumstance
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties (except with response to Services employees),
fire, mechanical breakdowns beyond its control, flood or catastrophe, act of
God, insurrection, war, riot or failure beyond its control of transportation,
communication or power supply; or (c) for any action taken or omitted to be
taken by Services in good faith in reliance on (i) the authenticity of any
instrument or communication reasonably believed by it to be genuine and to have
been properly made and signed or endorsed by an appropriate person, or (ii) the
accuracy of any records or information provided to it by ACCTFMF, or (iii) any
authorization or instruction contained in any officers' instruction, or (iv) any
advice of counsel approved by ACCTFMF who may be internally employed counsel or
outside counsel, in either case for ACCTFMF or Services.
5. Services shall not look to ACCTFMF for compensation for its services
described herein. It shall be compensated entirely by American Century
Investment Management, Inc. or American Century Global Investment Management,
Inc., as applicable (the "Advisor"), pursuant to the management agreement
between Advisor and ACCTFMF, which requires Advisor to pay, with certain
exceptions, all of the expenses of ACCTFMF.
2
6. (a) This Agreement may be terminated by either party at any time without
penalty upon giving the other party 60 days' written notice (which notice may be
waived by either party).
(b) Upon termination, Services will deliver to ACCTFMF all microfilm
records pertaining to shareholder accounts of ACCTFMF, and all records of
shareholder accounts in machine readable form in the format in which they are
maintained by Services.
(c) All data processing programs used by Services in connection with the
performance of its duties under this Agreement are the sole and exclusive
property of Services, and after the termination of this Agreement, ACCTFMF shall
have no right to use the same.
IN WITNESS WHEREOF, the parties have executed this instrument as of the day
and year first above written.
AMERICAN CENTURY CALIFORNIA TAX-FREE
AND MUNICIPAL FUNDS
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxxx X. Xxxxxx
Senior Vice President
AMERICAN CENTURY SERVICES, LLC
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx
Vice President
3
