TRANSFER AGENCY AGREEMENT
THIS AGREEMENT, made as of ____________, is by and between the
registered investment companies listed on Exhibit A to this Agreement (the
"Companies"), and American Century Services Corporation, a Missouri corporation
("Services").
1. By action of their respective Board of Directors, the Companies
appointed Services as their transfer agent, and Services accepted such
appointment.
2. As transfer agent for the Companies, Services shall perform all the
functions usually performed by transfer agents of investment companies,
in accordance with the policies and practices of the Companies as
disclosed in the prospectuses of the Companies or of their various
series 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 the
Companies on the books of the Companies;
(b) Causing the issuance, transfer, conversion and cancellation
of stock certificates of the Companies;
(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 the Companies on redemption of shares and notices of
reinvestment in additional shares of dividends, stock
dividends or stock splits declared by the Companies on shares
of the Companies;
(e) Furnishing to shareholders such information as may be
reasonably required by the Companies,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 the
Companies, 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 the Companies or their appointed
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 Companies 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. The Companies may perform on site inspection of records and accounts
and perform audits directly pertaining to the Companies' 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
the Companies' financial statements. Services will cooperate with the
Companies' 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 any of the Companies' prospectuses.
(b) Services shall not be responsible for, and the Companies agree
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 the Companies, (iii) any authorization or instruction
contained in any officers' instruction, or (iv) any advise of
counsel approved by the Companies who may be internally
employed counsel or outside counsel, in either case for the
Companies or Services.
5. Services shall not look to the Companies for compensation for its
services described herein. It shall be compensated entirely by American
Century Investment Management, Inc., pursuant to the management
agreement between American Century Investment Management, Inc. and the
Companies, which requires American Century Investment Management, Inc.
to pay, with certain exceptions, all of the expenses of the Companies.
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 the Companies all
microfilm records pertaining to shareholder accounts of the
Companies, 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, the Companies 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
AMERICAN CENTURY GOVERNMENT INCOME TRUST AMERICAN CENTURY
INTERNATIONAL BOND FUNDS AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST AMERICAN CENTURY QUANTITATIVE
EQUITY FUNDS AMERICAN CENTURY TARGET MATURITIES TRUST
By:
Xxxxx X. Xxxxxxx III
President
AMERICAN CENTURY SERVICES CORPORATION
By:
Xxxxxxx X. Xxxxx
Executive Vice President
Exhibit A
REGISTERED INVESTMENT COMPANIES SUBJECT TO THIS AGREEMENT
REGISTERED INVESTMENT COMPANY SERIES
American Century California Tax-Free and
Municipal Funds Xxxxxx California High Yield Municipal Fund
Xxxxxx California Insured Tax-Free Fund
Xxxxxx California Intermediate-Term Tax-Free Fund
Xxxxxx California Limited-Term Tax-Free Fund
Xxxxxx California Long-Term Tax-Free Fund
Xxxxxx California Municipal Money Market Fund
Xxxxxx California Tax-Free Money Market Fund
American Century Government Income Trust Xxxxxx Adjustable Rate Government Securities Fund
Xxxxxx Capital Preservation Fund
Xxxxxx GNMA Fund
Xxxxxx Government Agency Money Market Fund
Xxxxxx Inflation-Adjusted Treasury Fund
Xxxxxx Intermediate-Term Treasury Fund
Benham Long-Term Treasury Fund
Xxxxxx Short-Term Treasury Fund
American Century International Bond Funds Xxxxxx European Government Bond Fund
American Century Investment Trust Xxxxxx Prime Money Market Fund
American Century Municipal Trust Xxxxxx Arizona Intermediate-Term Municipal Fund
Xxxxxx Florida Intermediate-Term Municipal Fund
Xxxxxx Florida Municipal Money Market Fund
Xxxxxx Intermediate-Term Tax-Free Fund
Xxxxxx Limited-Term Tax-Free Fund
Benham Long-Term Tax-Free Fund
Xxxxxx Tax-Free Money Market Fund
American Century Quantitative Equity Funds American Century Equity Growth Fund
American Century Global Gold Fund
American Century Global Natural Resources Fund
American Century Income & Growth Fund
American Century Utilities Fund
American Century Target Maturities Trust Xxxxxx Target Maturities Trust: 2000
Xxxxxx Target Maturities Trust: 2005
Xxxxxx Target Maturities Trust: 2010
Xxxxxx Target Maturities Trust: 2015
Xxxxxx Target Maturities Trust: 2020
Xxxxxx Target Maturities Trust: 2025
