EXHIBIT (a)(3)
AMENDMENT NO. 2 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
THIS AMENDMENT NO. 2 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
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 CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
/s/ Xxxx Xxxxxxxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxx Xxxxxxxxxxx Xxxxxx X. Xxxxxx
/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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Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
