AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF AMERICAN CENTURY TARGET MATURITIES TRUST
THIS AMENDMENT NO. 1 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
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 Target Maturities Trust
/s/ Xxxx Xxxxxxxxxxx /s/ Xxxxxx X. Xxxxxx
Xxxx Xxxxxxxxxxx Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxx
Xxxxxxx X. Xxxx Xxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
