AMERICAN CENTURY SERVICES CORPORATION
TRANSFER AGENCY AGREEMENT
This TRANSFER AGENCY AGREEMENT is made and entered into by and between
the registered investment companies listed on Exhibit A to this Agreement (the
"Companies"), as of the dates noted on such Exhibit A, 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 caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
indicated on Exhibit A.
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
Attest:
/*/Xxxxxxx X. Xxxx /*/Xxxxx X. Xxxxxx
Secretary President and Chief Executive Officer
Attest: AMERICAN CENTURY SERVICES CORPORATION
/*/Xxxxxxx X. Xxxxx /*/Xxxxx X. Xxxxxxx III
Secretary President and Chief Executive Officer
Exhibit A
COMPANIES AND FUNDS COVERED BY DISTRIBUTION AGREEMENT
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Registered Investment Company and Funds Date
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American Century California Tax-Free and Municipal Funds
Xxxxxx California High Yield Municipal Fund August 1, 1997
Xxxxxx California Insured Tax-Free Fund August 1, 1997
Xxxxxx California Intermediate-Term Tax-Free Fund August 1, 1997
Xxxxxx California Limited-Term Tax-Free Fund August 1, 1997
Xxxxxx California Long-Term Tax-Free Fund August 1, 1997
Xxxxxx California Municipal Money Market Fund August 1, 1997
Xxxxxx California Tax-Free Money Market Fund August 1, 1997
American Century Government Income Trust
Xxxxxx Capital Preservation Fund August 1, 1997
Xxxxxx GNMA Fund August 1, 1997
Xxxxxx Government Agency Money Market Fund August 1, 1997
Xxxxxx Inflation-Adjusted Treasury Fund August 1, 1997
Xxxxxx Intermediate-Term Treasury Fund August 1, 1997
Benham Long-Term Treasury Fund August 1, 1997
Xxxxxx Short-Term Government Fund August 1, 1997
Xxxxxx Short-Term Treasury Fund August 1, 1997
American Century International Bond Funds
Xxxxxx International Bond Fund August 1, 1997
American Century Investment Trust
Xxxxxx Prime Money Market Fund August 1, 1997
American Century Municipal Trust
Xxxxxx Arizona Intermediate-Term Municipal Fund August 1, 1997
Xxxxxx Florida Intermediate-Term Municipal Fund August 1, 1997
Xxxxxx Florida Municipal Money Market Fund August 1, 1997
Xxxxxx Intermediate-Term Tax-Free Fund August 1, 1997
Xxxxxx Limited-Term Tax-Free Fund August 1, 1997
Benham Long-Term Tax-Free Fund August 1, 1997
Xxxxxx Tax-Free Money Market Fund August 1, 1997
American Century Quantitative Equity Funds
American Century Equity Growth Fund August 1, 1997
American Century Global Gold Fund August 1, 1997
American Century Global Natural Resources Fund August 1, 1997
American Century Income & Growth Fund August 1, 1997
American Century Utilities Fund August 1, 1997
American Century Target Maturities Trust
Xxxxxx Target Maturities Trust: 2000 August 1, 1997
Xxxxxx Target Maturities Trust: 2005 August 1, 1997
Xxxxxx Target Maturities Trust: 2010 August 1, 1997
Xxxxxx Target Maturities Trust: 2015 August 1, 1997
Xxxxxx Target Maturities Trust: 2020 August 1, 1997
Xxxxxx Target Maturities Trust: 2025 August 1, 1997
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By executing this Exhibit A, each Fund executes the Transfer Agency Agreement to
which it is attached and any of its Exhibits and amendments as of the date
specified above.
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 SERVICES AMERICAN CENTURY TARGET MATURITIES TRUST
CORPORATION
Xxxxx X. Xxxxxxx III Xxxxx X. Xxxxxx
President and President and
Chief Executive Officer Chief Executive Officer
