EX-99.7B 28 ex-distagreement.htm FORM OF AMEND AND RESTAT DISTRIBUTION AGMT FORM OF AMENDED AND RESTATED DISTRIBUTION AGREEMENT

                                                                   EXHIBIT 99.7b

                                     FORM OF
                   AMENDED AND RESTATED DISTRIBUTION AGREEMENT

     THIS  DISTRIBUTION  AGREEMENT  is made and  entered  into  this 31st day of
March, 2006, by and between each of the open-end management investment companies
listed on SCHEDULE A, attached hereto, as of the dates noted on such SCHEDULE A,
together with all other open end management  investment  companies  subsequently
established  and made subject to this  Agreement in  accordance  with SECTION 11
(the "Issuers") and AMERICAN CENTURY INVESTMENT SERVICES, INC.  ("Distributor"),
a Delaware corporation.

     WHEREAS,  the common stock of each of the Issuers is currently divided into
a number  of  separate  series of  shares,  or funds,  each  corresponding  to a
distinct  portfolio  of  securities,  and many of which  are also  divided  into
multiple classes of shares; and

     WHEREAS, Distributor is a registered as a broker-dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 and is
a member of the National Association of Securities Dealers, Inc.; and

     WHEREAS,  American  Century  Investment  Management,  Inc.  ("ACIM") is the
registered investment adviser to the Issuers; and

     WHEREAS,  the  Boards of  Directors  and  Boards of  Trustees  of the Funds
(collectively,  the  "Board")  wish  to  engage  the  Distributor  to act as the
distributor of the Funds; and

     WHEREAS,  American  Century World Mutual Funds,  Inc. has added a new fund,
International Value Fund; and

     WHEREAS,  American Century Municipal Trust has added a new fund,  Long-Term
Tax-Free Fund; and

     WHEREAS, American Century Mutual Funds, Inc. has added two new funds, Small
Cap Growth Fund and Mid Cap Growth Fund; and

     WHEREAS,  American Century Investment Trust has added two new funds, Select
Bond Fund and High-Yield Bond Fund;

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
the parties agree as follows:

SECTION 1. GENERAL RESPONSIBILITIES

Each Issuer hereby engages  Distributor  to act as exclusive  distributor of the
shares of each class of its separate series, and any other series and classes as
may be designated  from time to time hereafter (the "Funds").  The Funds subject
to this Distribution  Agreement are identified on SCHEDULE A, as the same may be
amended  from  time to  time.  Sales of a Fund's  shares  shall be made  only to
investors  residing  in those  states in which  such Fund is  registered.  After
effectiveness  of each  Fund's  registration  statement,  Distributor  will hold
itself available to receive,  as agent for the Funds, and will receive, by mail,
telex,  telephone,  and/or  such  other  method  as may be agreed  upon  between
Distributor and Issuers, orders for the purchase of Fund shares, and will accept
or reject such orders on behalf of the Funds in accordance  with the





provisions of the applicable Fund's prospectus. Distributor will be available to
transmit such orders as are so accepted to the Fund's transfer agent as promptly
as possible for  processing  at the shares' net asset value next  determined  in
accordance with the prospectuses.

a.   OFFERING PRICE.  All shares sold by Distributor  under this Agreement shall
     be sold at the net asset value per share ("Net Asset Value")  determined in
     the manner described in each Fund's  prospectus,  as it may be amended from
     time to time,  next computed  after the order is accepted by Distributor or
     its agents or affiliates. Each Fund shall determine and promptly furnish to
     Distributor  a  statement  of the Net Asset  Value of shares of said Fund's
     series at least once on each day on which the Fund is open for business, as
     described in its current prospectus.

b.   PROMOTION  SUPPORT.  Each Fund  shall  furnish  to  Distributor  for use in
     connection  with the  sale of its  shares  such  written  information  with
     respect  to said Fund as  Distributor  may  reasonably  request.  Each Fund
     represents and warrants that such  information,  when  authenticated by the
     signature  of one of its  officers,  shall be true and  correct.  Each Fund
     shall also furnish to Distributor copies of its reports to its shareholders
     and such additional  information  regarding said Fund's financial condition
     as  Distributor  may  reasonably  request.  Any  and  all  representations,
     statements   and   solicitations   respecting  a  Fund's   shares  made  in
     advertisements,  sales literature and in any other manner  whatsoever shall
     be  limited to and  conform in all  respects  to the  information  provided
     hereunder.

c.   REGULATORY COMPLIANCE. Each Fund shall furnish to Distributor copies of its
     current  form of  prospectus,  as filed with the SEC,  in such  quantity as
     Distributor  may  reasonably  request  from  time to time,  and  authorizes
     Distributor  to use the  prospectus  in  connection  with  the sale of such
     Fund's shares. All such sales shall be initiated by offer of, and conducted
     in  accordance  with,  such  prospectus  and all of the  provisions  of the
     Securities Act of 1933, the Investment Company Act of 1940 ("1940 Act") and
     all  the  rules  and  regulations  thereunder.  Distributor  shall  furnish
     applicable federal and state regulatory authorities with any information or
     reports related to its services under this Agreement which such authorities
     may lawfully  request in order to ascertain  whether the Funds'  operations
     are being  conducted  in a manner  consistent  with any  applicable  law or
     regulations.

d.   ACCEPTANCE.  All orders  for the  purchase  of its  shares  are  subject to
     acceptance by each Fund.

SECTION 2. COMPENSATION

a.   INVESTOR CLASS,  INSTITUTIONAL CLASS, CLASS I AND CLASS III SHARES.  Except
     for the  promises  of the  Funds  contained  in this  Agreement  and  their
     performance thereof,  Distributor shall not be entitled to compensation for
     its services  hereunder with respect to the Investor  Class,  Institutional
     Class, Class I or Class III Classes of shares.

b.   ADVISOR CLASS SHARES.  For the services  provided and expenses  incurred by
     Distributor  as


                                       2


     described  in  SECTION  2 AND  SECTION  3 of the  Master  Distribution  and
     Shareholder  Services Plan adopted by the Board with respect to the Advisor
     Class of such Funds,  Distributor  shall be compensated by ACIM, not by the
     Funds.

c.   C  CLASS  SHARES.  For the  services  provided  and  expenses  incurred  by
     Distributor  as  described  in  SECTION  2  AND  SECTION  3 of  the  Master
     Distribution and Individual  Shareholder Services Plan adopted by the Board
     with respect to the C Class of such Funds, Distributor shall be compensated
     by ACIM, not by the Funds.

d.   CLASS II  SHARES.  For the  services  provided  and  expenses  incurred  by
     Distributor  as  described  in  SECTION 2 of the Master  Distribution  Plan
     adopted  by  the  Board  with  respect  to  the  Class  II of  such  Funds,
     Distributor shall be compensated by ACIM, not by the funds.

e.   A  CLASS  SHARES.  For the  services  provided  and  expenses  incurred  by
     Distributor  as  described  in  SECTION  2  AND  SECTION  3 of  the  Master
     Distribution and Individual  Shareholder Services Plan adopted by the Board
     with respect to the A Class of such Funds, Distributor shall be compensated
     by ACIM, not by the Funds.

f.   B  CLASS  SHARES.  For the  services  provided  and  expenses  incurred  by
     Distributor  as  described  in  SECTION  2  AND  SECTION  3 of  the  Master
     Distribution and Individual  Shareholder Services Plan adopted by the Board
     with respect to the B Class of such Funds, Distributor shall be compensated
     by ACIM, not by the Funds.

g.   R  CLASS  SHARES.  For the  services  provided  and  expenses  incurred  by
     Distributor  as  described  in  SECTION  2  AND  SECTION  3 of  the  Master
     Distribution and Individual  Shareholder Services Plan adopted by the Board
     with respect to the R Class of such Funds, Distributor shall be compensated
     by ACIM, not by the Funds.

h.   CLASS IV  SHARES.  For the  services  provided  and  expenses  incurred  by
     Distributor  as  described  in  SECTION  2  AND  SECTION  3 of  the  Master
     Distribution and Individual  Shareholder Services Plan adopted by the Board
     with  respect  to  the  Class  IV  of  such  Funds,  Distributor  shall  be
     compensated by ACIM, not by the Funds.

i.   C CLASS II SHARES.  For the  services  provided  and  expenses  incurred by
     Distributor  as  described  in  SECTION  2  AND  SECTION  3 of  the  Master
     Distribution and Individual  Shareholder Services Plan adopted by the Board
     with  respect  to the C  Class  II of  such  Funds,  Distributor  shall  be
     compensated by ACIM, not by the Funds.

SECTION 3. EXPENSES

a.   Distributor  or one of its  affiliates or designees  shall pay all expenses
     incurred  by it in  connection  with the  performance  of its  distribution
     duties  hereunder  and  under  the  applicable   Master   Distribution  and
     Shareholder  Services Plan, with respect to the Advisor Class of the Funds'
     shares,  including,  but not  limited to (A)  payment of sales  commission,
     ongoing  commissions  and other  payments  to brokers,  dealers,  financial
     institutions  or others who sell Advisor  Class shares  pursuant to Selling
     Agreements;   (B)  compensation


                                       3


     to registered  representatives or other employees of Distributor who engage
     in or  support  distribution  of  the  Funds'  Advisor  Class  shares;  (C)
     compensation to, and expenses  (including  overhead and telephone expenses)
     of, Distributor; (D) the printing of prospectuses, statements of additional
     information  and  reports  for other than  existing  shareholders;  (E) the
     preparation,  printing and distribution of sales literature and advertising
     materials provided to the Funds' shareholders and prospective shareholders;
     (F) receiving and answering  correspondence from prospective  shareholders,
     including distributing prospectuses,  statements of additional information,
     and  shareholder  reports;  (G)  the  providing  of  facilities  to  answer
     questions from prospective  investors about Fund shares; (H) complying with
     federal and state  securities  laws  pertaining to the sale of Fund shares;
     (I)  assisting  investors in  completing  application  forms and  selecting
     dividend and other account  options;  (J) the providing of other reasonable
     assistance  in connection  with the  distribution  of Fund shares;  (K) the
     organizing  and  conducting  of sales  seminars and payments in the form of
     transactional  compensation  or promotional  incentives;  (L) profit on the
     foregoing;  (M) the payment of "service fees", as contemplated by the Rules
     of Fair Practice of the National  Association of Securities Dealers , Inc.;
     and (N) such other  distribution  and  services  activities  as the Issuers
     determine  may be paid for by the  Issuers  pursuant  to the  terms of this
     Agreement and in accordance with Rule 12b-1 of the 1940 Act.

b.   Distributor  or one of its  affiliates or designees  shall pay all expenses
     incurred  by it in  connection  with the  performance  of its  distribution
     duties  hereunder  and  under  the  applicable   Master   Distribution  and
     Individual  Shareholder  Services Plan,  with respect to the C Class of the
     Funds'  shares,  including,  but  not  limited  to  (A)  payment  of  sales
     commission,  ongoing  commissions  and other payments to brokers,  dealers,
     financial  institutions  or  others  who sell C Class  shares  pursuant  to
     Selling Agreements; (B) compensation to registered representatives or other
     employees  of  Distributor  who  engage in or support  distribution  of the
     Funds'  C Class  shares;  (C)  compensation  to,  and  expenses  (including
     overhead  and  telephone  expenses)  of,  Distributor;  (D) the printing of
     prospectuses,  statements of additional  information  and reports for other
     than existing shareholders; (E) the preparation,  printing and distribution
     of sales  literature  and  advertising  materials  provided  to the  Funds'
     shareholders  and  prospective  shareholders;  (F)  receiving and answering
     correspondence  from  prospective   shareholders,   including  distributing
     prospectuses,   statements  of  additional  information,   and  shareholder
     reports;   (G)  the  providing  of  facilities  to  answer  questions  from
     prospective  investors  about Fund shares;  (H) complying  with federal and
     state securities laws pertaining to the sale of Fund shares;  (I) assisting
     investors in completing  application forms and selecting dividend and other
     account  options;  (J) the  providing  of other  reasonable  assistance  in
     connection  with the  distribution  of Fund shares;  (K) the organizing and
     conducting  of sales  seminars  and  payments in the form of  transactional
     compensation or promotional  incentives;  (L) profit on the foregoing;  (M)
     the  payment  of  "service  fees",  as  contemplated  by the  Rules of Fair
     Practice of the National  Association of Securities Dealers,  Inc.; and (N)
     such other  distribution and services  activities as the Issuers  determine
     may be paid for by the Issuers  pursuant to the terms of this Agreement and
     in accordance with Rule 12b-1 of the 1940


                                       4

     Act.

c.   Distributor  or one of its  affiliates or designees  shall pay all expenses
     incurred  by it in  connection  with the  performance  of its  distribution
     duties hereunder and under the applicable  Master  Distribution  Plan, with
     respect to the Class II Funds, including, but not limited to (A) payment of
     sales  commission,  ongoing  commissions  and other  payments  to  brokers,
     dealers,  financial institutions or others who sell Class II Funds pursuant
     to Selling  Agreements;  (B) compensation to registered  representatives or
     other employees of Distributor who engage in or support distribution of the
     Class II Funds'  shares;  (C)  compensation  to,  and  expenses  (including
     overhead  and  telephone  expenses)  of,  Distributor;  (D) the printing of
     prospectuses,  statements of additional  information  and reports for other
     than existing shareholders; (E) the preparation,  printing and distribution
     of sales  literature  and  advertising  materials  provided to the Class II
     Funds'  shareholders  and  prospective  shareholders;   (F)  receiving  and
     answering   correspondence   from   prospective   shareholders,   including
     distributing  prospectuses,   statements  of  additional  information,  and
     shareholder  reports;  (G) the providing of facilities to answer  questions
     from prospective  investors about Class II Fund shares;  (H) complying with
     federal and state  securities  laws pertaining to the sale of Class II Fund
     shares;  (I)  assisting  investors  in  completing  application  forms  and
     selecting  dividend and other account  options;  (J) the providing of other
     reasonable  assistance in connection with the distribution of Class II Fund
     shares; (K) the organizing and conducting of sales seminars and payments in
     the form of  transactional  compensation  or  promotional  incentives;  (L)
     profit on the foregoing; (M) the payment of "service fees", as contemplated
     by the Rules of Fair  Practice of the National  Association  of  Securities
     Dealers,  Inc.; and (N) such other distribution and services  activities as
     the Issuer  determines may be paid for by the Issuer  pursuant to the terms
     of this Agreement and in accordance with Rule 12b-1 of the 1940 Act.

d.   Distributor  or one of its  affiliates or designees  shall pay all expenses
     incurred  by it in  connection  with the  performance  of its  distribution
     duties  hereunder  and  under  the  applicable   Master   Distribution  and
     Individual Shareholder Services Plan, with respect to the A Class shares of
     the Funds,  including,  but not limited to (A) payment of sales commission,
     ongoing  commissions  and other  payments  to brokers,  dealers,  financial
     institutions  or  others  who  sell A  Class  shares  pursuant  to  Selling
     Agreements;   (B)  compensation  to  registered  representatives  or  other
     employees  of  Distributor  who  engage in or support  distribution  of the
     Funds'  A Class  shares;  (C)  compensation  to,  and  expenses  (including
     overhead  and  telephone  expenses)  of,  Distributor;  (D) the printing of
     prospectuses,  statements of additional  information  and reports for other
     than existing shareholders; (E) the preparation,  printing and distribution
     of sales  literature  and  advertising  materials  provided  to the  Funds'
     shareholders  and  prospective  shareholders;  (F)  receiving and answering
     correspondence  from  prospective   shareholders,   including  distributing
     prospectuses,   statements  of  additional  information,   and  shareholder
     reports;   (G)  the  providing  of  facilities  to  answer  questions  from
     prospective  investors  about Fund shares;  (H) complying  with federal and
     state securities laws pertaining to the sale of Fund


                                       5


     shares;  (I)  assisting  investors  in  completing  application  forms  and
     selecting  dividend and other account  options;  (J) the providing of other
     reasonable  assistance in connection with the  distribution of Fund shares;
     (K) the  organizing  and  conducting of sales  seminars and payments in the
     form of transactional compensation or promotional incentives; (L) profit on
     the foregoing;  (M) the payment of "service  fees",  as contemplated by the
     Rules of Fair Practice of the National  Association of Securities  Dealers,
     Inc.;  and (N) such  other  distribution  and  services  activities  as the
     Issuers  determine may be paid for by the Issuers  pursuant to the terms of
     this Agreement and in accordance with Rule 12b-1 of the 1940 Act.

e.   Distributor  or one of its  affiliates or designees  shall pay all expenses
     incurred  by it in  connection  with the  performance  of its  distribution
     duties  hereunder  and  under  the  applicable   Master   Distribution  and
     Individual Shareholder Services Plan, with respect to the B Class shares of
     the Funds,  including,  but not limited to (A) payment of sales commission,
     ongoing  commissions  and other  payments  to brokers,  dealers,  financial
     institutions  or  others  who  sell B  Class  shares  pursuant  to  Selling
     Agreements;   (B)  compensation  to  registered  representatives  or  other
     employees  of  Distributor  who  engage in or support  distribution  of the
     Funds'  B Class  shares;  (C)  compensation  to,  and  expenses  (including
     overhead  and  telephone  expenses)  of,  Distributor;  (D) the printing of
     prospectuses,  statements of additional  information  and reports for other
     than existing shareholders; (E) the preparation,  printing and distribution
     of sales  literature  and  advertising  materials  provided  to the  Funds'
     shareholders  and  prospective  shareholders;  (F)  receiving and answering
     correspondence  from  prospective   shareholders,   including  distributing
     prospectuses,   statements  of  additional  information,   and  shareholder
     reports;   (G)  the  providing  of  facilities  to  answer  questions  from
     prospective  investors  about Fund shares;  (H) complying  with federal and
     state securities laws pertaining to the sale of Fund shares;  (I) assisting
     investors in completing  application forms and selecting dividend and other
     account  options;  (J) the  providing  of other  reasonable  assistance  in
     connection  with the  distribution  of Fund shares;  (K) the organizing and
     conducting  of sales  seminars  and  payments in the form of  transactional
     compensation or promotional  incentives;  (L) profit on the foregoing;  (M)
     the  payment  of  "service  fees",  as  contemplated  by the  Rules of Fair
     Practice of the National  Association of Securities Dealers,  Inc.; and (N)
     such other  distribution and services  activities as the Issuers  determine
     may be paid for by the Issuers  pursuant to the terms of this Agreement and
     in accordance with Rule 12b-1 of the 1940 Act.

f.   Distributor  or one of its  affiliates or designees  shall pay all expenses
     incurred  by it in  connection  with the  performance  of its  distribution
     duties  hereunder  and  under  the  applicable   Master   Distribution  and
     Individual Shareholder Services Plan, with respect to the C Class II shares
     of  the  Funds,  including,  but  not  limited  to  (A)  payment  of  sales
     commission,  ongoing  commissions  and other payments to brokers,  dealers,
     financial  institutions  or others who sell C Class II shares  pursuant  to
     Selling Agreements; (B) compensation to registered representatives or other
     employees  of  Distributor  who  engage in or support  distribution  of the
     Funds' C Class II shares;  (C)  compensation  to, and


                                       6


     expenses (including  overhead and telephone expenses) of, Distributor;  (D)
     the printing of  prospectuses,  statements  of additional  information  and
     reports for other than existing shareholders; (E) the preparation, printing
     and distribution of sales literature and advertising  materials provided to
     the Funds'  shareholders  and prospective  shareholders;  (F) receiving and
     answering   correspondence   from   prospective   shareholders,   including
     distributing  prospectuses,   statements  of  additional  information,  and
     shareholder  reports;  (G) the providing of facilities to answer  questions
     from  prospective  investors about Fund shares;  (H) complying with federal
     and  state  securities  laws  pertaining  to the sale of Fund  shares;  (I)
     assisting investors in completing  application forms and selecting dividend
     and other account options; (J) the providing of other reasonable assistance
     in connection with the distribution of Fund shares;  (K) the organizing and
     conducting  of sales  seminars  and  payments in the form of  transactional
     compensation or promotional  incentives;  (L) profit on the foregoing;  (M)
     the  payment  of  "service  fees",  as  contemplated  by the  Rules of Fair
     Practice of the National  Association of Securities Dealers,  Inc.; and (N)
     such other  distribution and services  activities as the Issuers  determine
     may be paid for by the Issuers  pursuant to the terms of this Agreement and
     in accordance with Rule 12b-1 of the 1940 Act.

g.   Distributor  or one of its  affiliates or designees  shall pay all expenses
     incurred  by it in  connection  with the  performance  of its  distribution
     duties  hereunder  and  under  the  applicable   Master   Distribution  and
     Individual Shareholder Services Plan, with respect to the R Class shares of
     the Funds,  including,  but not limited to (A) payment of sales commission,
     ongoing  commissions  and other  payments  to brokers,  dealers,  financial
     institutions  or  others  who  sell R  Class  shares  pursuant  to  Selling
     Agreements;   (B)  compensation  to  registered  representatives  or  other
     employees  of  Distributor  who  engage in or support  distribution  of the
     Funds'  R Class  shares;  (C)  compensation  to,  and  expenses  (including
     overhead  and  telephone  expenses)  of,  Distributor;  (D) the printing of
     prospectuses,  statements of additional  information  and reports for other
     than existing shareholders; (E) the preparation,  printing and distribution
     of sales  literature  and  advertising  materials  provided  to the  Funds'
     shareholders  and  prospective  shareholders;  (F)  receiving and answering
     correspondence  from  prospective   shareholders,   including  distributing
     prospectuses,   statements  of  additional  information,   and  shareholder
     reports;   (G)  the  providing  of  facilities  to  answer  questions  from
     prospective  investors  about Fund shares;  (H) complying  with federal and
     state securities laws pertaining to the sale of Fund shares;  (I) assisting
     investors in completing  application forms and selecting dividend and other
     account  options;  (J) the  providing  of other  reasonable  assistance  in
     connection  with the  distribution  of Fund shares;  (K) the organizing and
     conducting  of sales  seminars  and  payments in the form of  transactional
     compensation or promotional  incentives;  (L) profit on the foregoing;  (M)
     the  payment  of  "service  fees",  as  contemplated  by the  Rules of Fair
     Practice of the National  Association of Securities Dealers,  Inc.; and (N)
     such other  distribution and services  activities as the Issuers  determine
     may be paid for by the Issuers  pursuant to the terms of this Agreement and
     in accordance with Rule 12b-1 of the 1940 Act.


                                       7


h.   Distributor  or one of its  affiliates or designees  shall pay all expenses
     incurred  by it in  connection  with the  performance  of its  distribution
     duties  hereunder  and  under  the  applicable   Master   Distribution  and
     Individual  Shareholder  Services Plan, with respect to the Class IV shares
     of  the  Funds,  including,  but  not  limited  to  (A)  payment  of  sales
     commission,  ongoing  commissions  and other payments to brokers,  dealers,
     financial  institutions  or others  who sell  Class IV shares  pursuant  to
     Selling Agreements; (B) compensation to registered representatives or other
     employees  of  Distributor  who  engage in or support  distribution  of the
     Funds'  Class IV  shares;  (C)  compensation  to, and  expenses  (including
     overhead  and  telephone  expenses)  of,  Distributor;  (D) the printing of
     prospectuses,  statements of additional  information  and reports for other
     than existing shareholders; (E) the preparation,  printing and distribution
     of sales  literature  and  advertising  materials  provided  to the  Funds'
     shareholders  and  prospective  shareholders;  (F)  receiving and answering
     correspondence  from  prospective   shareholders,   including  distributing
     prospectuses,   statements  of  additional  information,   and  shareholder
     reports;   (G)  the  providing  of  facilities  to  answer  questions  from
     prospective  investors  about Fund shares;  (H) complying  with federal and
     state securities laws pertaining to the sale of Fund shares;  (I) assisting
     investors in completing  application forms and selecting dividend and other
     account  options;  (J) the  providing  of other  reasonable  assistance  in
     connection  with the  distribution  of Fund shares;  (K) the organizing and
     conducting  of sales  seminars  and  payments in the form of  transactional
     compensation or promotional  incentives;  (L) profit on the foregoing;  (M)
     the  payment  of  "service  fees",  as  contemplated  by the  Rules of Fair
     Practice of the National  Association of Securities Dealers,  Inc.; and (N)
     such other  distribution and services  activities as the Issuers  determine
     may be paid for by the Issuers  pursuant to the terms of this Agreement and
     in accordance with Rule 12b-1 of the 1940 Act.

i.   In addition to paying the above expenses with respect to the Advisor Class,
     C Class,  Class II,  Class A,  Class B, C Class  II,  Class R and Class IV.
     Distributor or an affiliate shall pay all expenses incurred with respect to
     the Funds' other classes in connection  with their  registration  under the
     Securities Act of 1933 and the 1940 Act, the  qualification  of such shares
     for sale in each jurisdiction designated by ACIM, the issue and transfer of
     such shares  (including the expenses of confirming  purchase and redemption
     orders  and of  supplying  the  information,  prices  and other  data to be
     furnished  by  the  Funds  under  this  Agreement),   the  registration  of
     Distributor as a broker,  and the  registration  and  qualification  of its
     officers,  directors and representatives under applicable federal and state
     laws.


                                       8


SECTION 4. INDEPENDENT CONTRACTOR

Distributor shall be an independent  contractor.  Neither Distributor nor any of
its officers,  trustees, employees or representatives is or shall be an employee
of a Fund in connection with the performance of Distributor's  duties hereunder.
Distributor  shall  be  responsible  for its  own  conduct  and the  employment,
control,  compensation  and  conduct of its agents  and  employees,  and for any
injury  to such  agents  or  employees  or to  others  through  its  agents  and
employees.  Any obligations of Distributor  hereunder may be performed by one or
more affiliates of Distributor.

SECTION 5. AFFILIATION WITH THE FUNDS

Subject to and in accordance with each Fund's formative documents and Section 10
of the 1940 Act, it is  understood:  that the  directors,  officers,  agents and
shareholders  of the Funds are or may be interested in Distributor as directors,
officers, or shareholders of Distributor;  that directors,  officers,  agents or
shareholders  of Distributor are or may be interested in the Funds as directors,
officers,  shareholders  (directly or  indirectly)  or  otherwise;  and that the
effect of any such interest shall be governed by the 1940 Act and SECTION 4.

SECTION 6. BOOKS AND RECORDS

It is expressly  understood  and agreed that all  documents,  reports,  records,
books, files and other materials ("Fund Records") relating to this Agreement and
the services to be performed  hereunder  shall be the sole property of the Funds
and that such  property,  to the extent  held by  Distributor,  shall be held by
Distributor  as agent  during the  effective  term of this  Agreement.  All Fund
Records shall be delivered to the applicable  Fund upon the  termination of this
Agreement, free from any claim or retention of rights by Distributor.

SECTION 7. SERVICES NOT EXCLUSIVE

The  services  of  Distributor  to the  Funds  hereunder  are  not to be  deemed
exclusive, and Distributor shall be free to render similar services to others.



                                       9


SECTION 8. RENEWAL AND TERMINATION

a.   TERM AND ANNUAL RENEWAL.  The term of this Agreement shall be from the date
     of its approval by the vote of a majority of the Board of each Issuer,  and
     it shall  continue in effect from year to year  thereafter  only so long as
     such continuance is specifically  approved at least annually by the vote of
     a majority of its Board,  and the vote of a majority of said  directors who
     are neither  parties to the  Agreement nor  interested  persons of any such
     party, cast at a meeting called for the purpose of voting on such approval.
     "Approved at least annually" shall mean approval occurring, with respect to
     the first  continuance  of the  Agreement,  during the 90 days prior to and
     including the date of its termination in the absence of such approval,  and
     with respect to any subsequent continuance, during the 90 days prior to and
     including  the first  anniversary  of the date upon  which the most  recent
     previous  annual  continuance  of  the  Agreement  became  effective.   The
     effective  date of the Agreement with respect to each Fund is identified in
     the Schedules attached to this Agreement.

b.   TERMINATION.  This Agreement may be terminated at any time, without payment
     of any  penalty,  by a  Fund's  Board,  upon 60  days'  written  notice  to
     Distributor,  and by Distributor  upon 60 days' written notice to the Fund.
     This  Agreement  shall  terminate   automatically   in  the  event  of  its
     assignment. The term "assignment" shall have the meaning set forth for such
     term in Section 2(a)(4) of the 1940 Act.

SECTION 9. SEVERABILITY

If any  provision  of this  Agreement  shall be held or made  invalid by a court
decision,  statute,  rule or similar authority,  the remainder of this Agreement
shall not be affected thereby.

SECTION 10. APPLICABLE LAW

This  Agreement  shall be construed in accordance  with the laws of the State of
Missouri.

SECTION 11. AMENDMENT

This  Agreement  and the  Schedules  forming a part hereof may be amended at any
time by a writing  signed by each of the parties  hereto.  In the event that the
Board of any additional  funds indicate by resolution  that such funds are to be
made parties to this Agreement, whether such funds were in existence at the time
of the  effective  date of this  Agreement or  subsequently  formed,  SCHEDULE A
hereto  shall be amended to reflect the  addition of such new funds and such new
funds shall thereafter  become parties hereto.  In the event that such new funds
issue multiple classes of shares,  SCHEDULES B, C, D, E, F, G, H, I, J, K AND L,
as  appropriate,  shall be amended to reflect  the  addition  of such new funds'
classes.  In the event that any of the


                                       10


Funds  listed  on  SCHEDULE  A  terminates  its  registration  as  a  management
investment  company,  or  otherwise  ceases  operations,  SCHEDULE  A  (and,  as
appropriate,  SCHEDULES  B, C, D, E, F, G, H, I, J, K AND L) shall be amended to
reflect the deletion of such Fund and its various classes.



                         AMERICAN CENTURY INVESTMENT SERVICES, INC.


                         By:
                                ---------------------------------------------
                                William M. Lyons
                                President

                         AMERICAN CENTURY CALIFORNIA TAX-FREE AND  MUNICIPAL FUNDS
                         AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                         AMERICAN CENTURY GOVERNMENT INCOME TRUST
                         AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                         AMERICAN CENTURY INVESTMENT TRUST
                         AMERICAN CENTURY MUNICIPAL TRUST
                         AMERICAN CENTURY MUTUAL FUNDS, INC.
                         AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
                         AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                         AMERICAN CENTURY TARGET MATURITIES TRUST
                         AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
                         AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
                         AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                         By:
                                ---------------------------------------------
                                Charles A. Etherington
                                Vice President




                                   SCHEDULE A

           COMPANIES AND FUNDS COVERED BY THIS DISTRIBUTION AGREEMENT

FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
>>California High-Yield Municipal Fund                       March 13, 2000
>>California Tax-Free Money Market Fund                      March 13, 2000
>>California Limited-Term Tax-Free Fund                      March 13, 2000
>>California Intermediate-Term Tax-Free Fund                 March 13, 2000
>>California Long-Term Tax-Free Fund                         March 13, 2000

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>Equity Income Fund                                         March 13, 2000
>>Real Estate Fund                                           March 13, 2000
>>Value Fund                                                 March 13, 2000
>>Small Cap Value Fund                                       March 13, 2000
>>Equity Index Fund                                          March 13, 2000
>>Large Company Value Fund                                   March 13, 2000
>>Mid Cap Value Fund                                         February 27, 2004

AMERICAN CENTURY GOVERNMENT INCOME TRUST
>>Government Bond Fund                                       March 13, 2000
>>Government Agency Money Market Fund                        March 13, 2000
>>Short-Term Government Fund                                 March 13, 2000
>>Ginnie Mae Fund                                            March 13, 2000
>>Inflation-Adjusted Bond Fund                               March 13, 2000
>>Capital Preservation Fund                                  March 13, 2000

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>>International Bond Fund                                    March 13, 2000

AMERICAN CENTURY INVESTMENT TRUST
>>Prime Money Market Fund                                    March 13, 2000
>>Diversified Bond Fund                                      August 1, 2001
>>Premium Money Market Fund                                  August 1, 2001
>>High-Yield Fund                                            July 1, 2002
>>Inflation Protection Bond Fund                             May 1, 2005
>>Select Bond Fund                                           March 31, 2006
>>High-Yield Bond Fund                                       March 31, 2006

AMERICAN CENTURY MUNICIPAL TRUST
>>Arizona Municipal Bond Fund                                March 13, 2000
>>Florida Municipal Bond Fund                                March 13, 2000
>>Tax-Free Money Market Fund                                 March 13, 2000
>>Tax-Free Bond Fund                                         March 13, 2000
>>High-Yield Municipal Fund                                  March 13, 2000
>>Long-Term Tax-Free Fund                                    March 31, 2006


                                                                        page A-1



AMERICAN CENTURY MUTUAL FUNDS, INC.
>>Balanced Fund                                              March 13, 2000
>>Growth Fund                                                March 13, 2000
>>Heritage Fund                                              March 13, 2000
>>Select Fund                                                March 13, 2000
>>Ultra Fund                                                 March 13, 2000
>>Vista Fund                                                 March 13, 2000
>>Giftrust Fund                                              March 13, 2000
>>New Opportunities Fund                                     March 13, 2000
>>Capital Value Fund                                         March 13, 2000
>>Veedot Fund                                                March 13, 2000
>>Veedot Large-Cap Fund                                      March 13, 2000
>>New Opportunities II Fund                                  May 1, 2001
>>Capital Growth Fund                                        February 27, 2004
>>Fundamental Equity Fund                                    November 17, 2004
>>Focused Growth Fund                                        February 24, 2005
>>Small Cap Growth Fund                                      March 31, 2006
>>Mid Cap Growth Fund                                        March 31, 2006

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
>>Equity Growth Fund                                         May 1, 2004
>>Income & Growth Fund                                       May 1, 2004
>>Global Gold Fund                                           May 1, 2004
>>Utilities Fund                                             May 1, 2004
>>Small Company Fund                                         May 1, 2004
>>Disciplined Growth Fund                                    September 29, 2005
>>Long-Short Equity Fund                                     September 29, 2005

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>Strategic Allocation: Aggressive Fund                      March 13, 2000
>>Strategic Allocation: Conservative Fund                    March 13, 2000
>>Strategic Allocation: Moderate Fund                        March 13, 2000
>>Newton Fund                                                August 29, 2003

AMERICAN CENTURY TARGET MATURITIES TRUST
>>Target 2005 Fund                                           March 13, 2000
>>Target 2010 Fund                                           March 13, 2000
>>Target 2015 Fund                                           March 13, 2000
>>Target 2020 Fund                                           March 13, 2000
>>Target 2025 Fund                                           March 13, 2000



                                                                        page A-2



AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>>VP Balanced Fund                                           March 13, 2000
>>VP Capital Appreciation Fund                               March 13, 2000
>>VP International Fund                                      March 13, 2000
>>VP Income & Growth Fund                                    March 13, 2000
>>VP Value Fund                                              March 13, 2000
>>VP Equity Index Fund                                       December 1, 2000
>>VP Growth Fund                                             December 1, 2000
>>VP Ultra Fund                                              December 1, 2000
>>VP Vista Fund                                              December 1, 2000
>>VP Global Growth Fund                                      December 1, 2000
>>VP Large Company Value Fund                                December 31, 2002
>>VP Mid Cap Value Fund                                      February 27, 2004

AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
>>VP Inflation Protection Fund                               December 31, 2002

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>Emerging Markets Fund                                      March 13, 2000
>>International Growth Fund                                  March 13, 2000
>>International Discovery Fund                               March 13, 2000
>>Global Growth Fund                                         March 13, 2000
>>Life Sciences Fund                                         June 1, 2000
>>Technology Fund                                            June 1, 2000
>>International Opportunities Fund                           May 1, 2001
>>European Growth Fund                                       May 1, 2001
>>International Stock Fund                                   February 24, 2005
>>International Value Fund                                   March 31, 2006


                                                                        page A-3


                                   SCHEDULE B

                              INVESTOR CLASS FUNDS


FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
>>California High-Yield Municipal Fund                       March 13, 2000
>>California Tax-Free Money Market Fund                      March 13, 2000
>>California Limited-Term Tax-Free Fund                      March 13, 2000
>>California Intermediate-Term Tax-Free Fund                 March 13, 2000
>>California Long-Term Tax-Free Fund                         March 13, 2000

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>Equity Income Fund                                         March 13, 2000
>>Real Estate Fund                                           March 13, 2000
>>Value Fund                                                 March 13, 2000
>>Small Cap Value Fund                                       March 13, 2000
>>Equity Index Fund                                          March 13, 2000
>>Large Company Value Fund                                   March 13, 2000
>>Mid Cap Value Fund                                         February 27, 2004

AMERICAN CENTURY GOVERNMENT INCOME TRUST
>>Government Bond Fund                                       March 13, 2000
>>Government Agency Money Market Fund                        March 13, 2000
>>Short-Term Government Fund                                 March 13, 2000
>>Ginnie Mae Fund                                            March 13, 2000
>>Inflation-Adjusted Bond Fund                               March 13, 2000
>>Capital Preservation Fund                                  March 13, 2000

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>>International Bond Fund                                    March 13, 2000

AMERICAN CENTURY INVESTMENT TRUST
>>Prime Money Market Fund                                    March 13, 2000
>>Diversified Bond Fund                                      August 1, 2001
>>Premium Money Market Fund                                  August 1, 2001
>>High-Yield Fund                                            July 1, 2002
>>Inflation Protection Bond Fund                             May 1, 2005
>>Select Bond Fund                                           March 31, 2006
>>High-Yield Bond Fund                                       March 31, 2006

AMERICAN CENTURY MUNICIPAL TRUST
>>Arizona Municipal Bond Fund                                March 13, 2000
>>Florida Municipal Bond Fund                                March 13, 2000
>>Tax-Free Money Market Fund                                 March 13, 2000
>>Tax-Free Bond Fund                                         March 13, 2000
>>High-Yield Municipal Fund                                  March 13, 2000
>>Long-Term Tax-Free Fund                                    March 31, 2006



                                                                        page B-1



AMERICAN CENTURY MUTUAL FUNDS, INC.
>>Balanced Fund                                              March 13, 2000
>>Growth Fund                                                March 13, 2000
>>Heritage Fund                                              March 13, 2000
>>Select Fund                                                March 13, 2000
>>Ultra Fund                                                 March 13, 2000
>>Vista Fund                                                 March 13, 2000
>>Giftrust Fund                                              March 13, 2000
>>New Opportunities Fund                                     March 13, 2000
>>Capital Value Fund                                         March 13, 2000
>>Veedot Fund                                                March 13, 2000
>>Veedot Large-Cap Fund                                      March 13, 2000
>>New Opportunities II Fund                                  May 1, 2001
>>Focued Growth Fund                                         February 24, 2005
>>Fundamental Equity Fund                                    July 29, 2005
>>Capital Growth Fund                                        July 29, 2005
>>Small Cap Growth Fund                                      March 31, 2006
>>Mid Cap Growth Fund                                        March 31, 2006

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
>>Equity Growth Fund                                         May 1, 2004
>>Income & Growth Fund                                       May 1, 2004
>>Global Gold Fund                                           May 1, 2004
>>Utilities Fund                                             May 1, 2004
>>Small Company Fund                                         May 1, 2004
>>Disciplined Growth Fund                                    September 29, 2005
>>Long-Short Equity Fund                                     September 29, 2005

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>Strategic Allocation: Aggressive Fund                      March 13, 2000
>>Strategic Allocation: Conservative Fund                    March 13, 2000
>>Strategic Allocation: Moderate Fund                        March 13, 2000
>>Newton Fund                                                August 29, 2003

AMERICAN CENTURY TARGET MATURITIES TRUST
>>Target 2005 Fund                                           March 13, 2000
>>Target 2010 Fund                                           March 13, 2000
>>Target 2015 Fund                                           March 13, 2000
>>Target 2020 Fund                                           March 13, 2000
>>Target 2025 Fund                                           March 13, 2000

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>Emerging Markets Fund                                      March 13, 2000
>>International Growth Fund                                  March 13, 2000
>>International Discovery Fund                               March 13, 2000
>>Global Growth Fund                                         March 13, 2000
>>Life Sciences Fund                                         June 1, 2000
>>Technology Fund                                            June 1, 2000
>>International Opportunities Fund                           May 1, 2001
>>European Growth Fund                                       May 1, 2001
>>International Stock Fund                                   February 24, 2005
>>International Value Fund                                   March 31, 2006


                                                                        page B-2



                                   SCHEDULE C

                            INSTITUTIONAL CLASS FUNDS

FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>Equity Income Fund                                         March 13, 2000
>>Real Estate Fund                                           March 13, 2000
>>Value Fund                                                 March 13, 2000
>>Small Cap Value Fund                                       March 13, 2000
>>Equity Index Fund                                          March 13, 2000
>>Large Company Value Fund                                   March 13, 2000
>>Mid Cap Value Fund                                         August 1, 2004

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>Balanced Fund                                              March 13, 2000
>>Growth Fund                                                March 13, 2000
>>Heritage Fund                                              March 13, 2000
>>Select Fund                                                March 13, 2000
>>Ultra Fund                                                 March 13, 2000
>>Vista Fund                                                 March 13, 2000
>>Capital Value Fund                                         March 13, 2000
>>Veedot Fund                                                March 13, 2000
>>Veedot Large-Cap Fund                                      March 13, 2000
>>New Opportunities II Fund                                  May 1, 2001
>>Capital Growth Fund                                        July 29, 2005
>>Fundamental Equity Fund                                    July 29, 2005
>>Small Cap Growth Fund                                      March 31, 2006
>>Mid Cap Growth Fund                                        March 31, 2006

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
>>Equity Growth Fund                                         May 1, 2004
>>Income & Growth Fund                                       May 1, 2004
>>Small Company Fund                                         May 1, 2004
>>Disciplined Growth Fund                                    September 29, 2005
>>Long-Short Equity Fund                                     September 29, 2005

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>Strategic Allocation: Aggressive Fund                      June 1, 2000
>>Strategic Allocation: Conservative Fund                    June 1, 2000
>>Strategic Allocation: Moderate Fund                        June 1, 2000

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>Emerging Markets Fund                                      March 13, 2000
>>International Growth Fund                                  March 13, 2000
>>International Discovery Fund                               March 13, 2000
>>Global Growth Fund                                         March 13, 2000
>>Life Sciences Fund                                         June 1, 2000
>>Technology Fund                                            June 1, 2000
>>International Opportunities Fund                           May 1, 2001
>>European Growth Fund                                       May 1, 2001
>>International Value Fund                                   March 31, 2006

                                                                        page C-1


AMERICAN CENTURY INVESTMENT TRUST
>>Diversified Bond Fund                                      August 1, 2001
>>High-Yield Fund                                            August 1, 2004
>>Inflation Protection Bond Fund                             May 1, 2005
>>Select Bond Fund                                           March 31, 2006
>>High-Yield Bond Fund                                       March 31, 2006

AMERICAN CENTURY GOVERNMENT INCOME TRUST
>>Inflation-Adjusted Bond Fund                               March 1, 2002

AMERICAN CENTURY MUNICIPAL TRUST
>>Tax-Free Bond Fund                                         December 31, 2002
>>Long-Term Tax-Free Fund                                    March 31, 2006

 AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>>International Bond Fund                                    August 1, 2004



                                                                        page C-2



                                   SCHEDULE D

                               ADVISOR CLASS FUNDS

FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>Equity Income Fund                                         March 13, 2000
>>Value Fund                                                 March 13, 2000
>>Real Estate Fund                                           March 13, 2000
>>Small Cap Value Fund                                       March 13, 2000
>>Large Company Value Fund                                   March 13, 2000
>>Mid Cap Value Fund                                         August 1, 2004

AMERICAN CENTURY GOVERNMENT INCOME TRUST
>>Government Bond Fund                                       March 13, 2000
>>Government Agency Money Market Fund                        March 13, 2000
>>Short-Term Government Fund                                 March 13, 2000
>>Ginnie Mae Fund                                            March 13, 2000
>>Inflation-Adjusted Bond Fund                               March 13, 2000

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>>International Bond Fund                                    March 13, 2000

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>Balanced Fund                                              March 13, 2000
>>Growth Fund                                                March 13, 2000
>>Heritage Fund                                              March 13, 2000
>>Select Fund                                                March 13, 2000
>>Ultra Fund                                                 March 13, 2000
>>Vista Fund                                                 March 13, 2000
>>Capital Value Fund                                         March 13, 2000
>>Veedot Fund                                                March 13, 2000
>>Veedot Large-Cap Fund                                      March 13, 2000

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
>>Equity Growth Fund                                         May 1, 2004
>>Income & Growth Fund                                       May 1, 2004
>>Global Gold Fund                                           May 1, 2004
>>Utilities Fund                                             May 1, 2004
>>Small Company Fund                                         May 1, 2004
>>Disciplined Growth Fund                                    September 29, 2005
>>Long-Short Equity Fund                                     September 29, 2005

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>Strategic Allocation: Aggressive Fund                      March 13, 2000
>>Strategic Allocation: Conservative Fund                    March 13, 2000
>>Strategic Allocation: Moderate Fund                        March 13, 2000



                                                                        page D-1


AMERICAN CENTURY TARGET MATURITIES TRUST
>>Target 2005 Fund                                           March 13, 2000
>>Target 2010 Fund                                           March 13, 2000
>>Target 2015 Fund                                           March 13, 2000
>>Target 2020 Fund                                           March 13, 2000
>>Target 2025 Fund                                           March 13, 2000

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>Emerging Markets Fund                                      March 13, 2000
>>International Growth Fund                                  March 13, 2000
>>International Discovery Fund                               March 13, 2000
>>Global Growth Fund                                         March 13, 2000
>>Life Sciences Fund                                         June 1, 2000
>>Technology Fund                                            June 1, 2000
>>European Growth Fund                                       May 1, 2001

AMERICAN CENTURY INVESTMENT TRUST
>>Prime Money Market Fund                                    March 13, 2000
>>Diversified Bond Fund                                      August 1, 2001
>>High-Yield Fund                                            July 1, 2002

AMERICAN CENTURY MUNICIPAL TRUST
>>Tax-Free Bond Fund                                         July 29, 2005



                                                                        page D-2



                                   SCHEDULE E

                                  C CLASS FUNDS


FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
>>California High-Yield Municipal Fund                       May 1, 2001

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>Equity Income Fund                                         May 1, 2001
>>Value Fund                                                 May 1, 2001
>>Small Cap Value Fund                                       May 1, 2001
>>Large Company Value Fund                                   May 1, 2001

AMERICAN CENTURY GOVERNMENT INCOME TRUST
>>Ginnie Mae Fund                                            May 1, 2001

AMERICAN CENTURY INVESTMENT TRUST
>>Prime Money Market Fund                                    May 1, 2001
>>High-Yield Fund                                            July 1, 2002
>>Diversified Bond Fund                                      September 3, 2002
>>Inflation Protection Bond Fund                             May 1, 2005
>>Select Bond Fund                                           March 31, 2006
>>High-Yield Bond Fund                                       March 31, 2006

AMERICAN CENTURY MUNICIPAL TRUST
>>High-Yield Municipal Fund                                  May 1, 2001
>>Arizona Municipal Bond Fund                                February 27, 2004
>>Florida Municipal Bond Fund                                February 27, 2004
>>Long-Term Tax-Free Fund                                    March 31, 2006

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>Growth Fund                                                May 1, 2001
>>Ultra Fund                                                 May 1, 2001
>>Vista Fund                                                 May 1, 2001
>>Heritage Fund                                              May 1, 2001
>>Capital Growth Fund                                        February 27, 2004
>>New Opportunities II Fund                                  September 3, 2002
>>Select Fund                                                September 3, 2002
>>Fundamental Equity Fund                                    November 17, 2004
>>Small Cap Growth Fund                                      March 31, 2006
>>Mid Cap Growth Fund                                        March 31, 2006

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
>>Equity Growth Fund                                         May 1, 2004
>>Income & Growth Fund                                       May 1, 2004
>>Long-Short Equity Fund                                     September 29, 2005

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>Strategic Allocation:  Aggressive Fund                     May 1, 2001
>>Strategic Allocation:  Moderate Fund                       May 1, 2001
>>Strategic Allocation:  Conservative Fund                   September 30, 2004

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>International Growth Fund                                  May 1, 2001
>>Global Growth Fund                                         May 1, 2001
>>Life Sciences Fund                                         May 1, 2001
>>Technology Fund                                            May 1, 2001
>>Emerging Markets Fund                                      May 1, 2001
>>European Growth Fund                                       May 1, 2001
>>International Value Fund                                   March 31, 2006


                                                                        page E-1



                                   SCHEDULE F

                                  CLASS I FUNDS


FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

>>VP Balanced Fund                                           March 13, 2000
>>VP Capital Appreciation Fund                               March 13, 2000
>>VP International Fund                                      March 13, 2000
>>VP Income & Growth Fund                                    March 13, 2000
>>VP Value Fund                                              March 13, 2000
>>VP Equity Index Fund                                       December 1, 2000
>>VP Growth Fund                                             December 1, 2000
>>VP Ultra Fund                                              December 1, 2000
>>VP Vista Fund                                              December 1, 2000
>>VP Global Growth Fund                                      December 1, 2000
>>VP Large Company Value Fund                                December 31, 2002
>>VP Mid Cap Value Fund                                      February 27, 2004

AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.

>>VP Inflation Protection Fund                               December 31, 2002



                                                                        page F-1


                                   SCHEDULE G

                                 CLASS II FUNDS


FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>>VP International Fund                                      May 24, 2001
>>VP Income & Growth Fund                                    May 24, 2001
>>VP Value Fund                                              May 24, 2001
>>VP Ultra Fund                                              May 24, 2001
>>VP Large Company Value Fund                                December 31, 2002
>>VP Mid Cap Value Fund                                      February 27, 2004
>>VP Vista Fund                                              November 17, 2004

AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
>>VP Inflation Protection Fund                               December 31, 2002



                                                                        page G-1





                                   SCHEDULE H

                                 CLASS III FUNDS


FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>>VP International Fund                                      March 6, 2002
>>VP Income & Growth Fund                                    March 6, 2002
>>VP Value Fund                                              March 6, 2002
>>VP Ultra Fund                                              March 6, 2002




                                                                        page H-1




                                   SCHEDULE I

                                  CLASS A FUNDS


FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>Select Fund                                                September 3, 2002
>>New Opportunities II Fund                                  September 3, 2002
>>Capital Growth Fund                                        February 27, 2004
>>Fundamental Equity Fund                                    November 17, 2004
>>Small Cap Growth Fund                                      March 31, 2006
>>Mid Cap Growth Fund                                        March 31, 2006

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>Value Fund                                                 September 3, 2002
>>Large Company Value Fund                                   September 3, 2002

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>International Growth Fund                                  September 3, 2002
>>Global Growth Fund                                         September 29, 2005
>>International Value Fund                                   March 31, 2006

AMERICAN CENTURY INVESTMENT TRUST
>>Prime Money Market Fund                                    September 3, 2002
>>Diversified Bond Fund                                      September 3, 2002
>>High-Yield Fund                                            September 3, 2002
>>Inflation Protection Bond Fund                             May 1, 2005
>>Select Bond Fund                                           March 31, 2006
>>High-Yield Bond Fund                                       March 31, 2006

AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
>>California High-Yield Municipal Fund                       September 3, 2002

AMERICAN CENTURY MUNICIPAL TRUST
>>High-Yield Municipal Fund                                  September 3, 2002
>>Arizona Municipal Bond Fund                                February 27, 2004
>>Florida Municipal Bond Fund                                February 27, 2004
>>Long-Term Tax-Free Fund                                    March 31, 2006

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>Strategic Allocation:  Aggressive Fund                     September 30, 2004
>>Strategic Allocation:  Moderate Fund                       September 30, 2004
>>Strategic Allocation:  Conservative Fund                   September 30, 2004

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
>>Long-Short Equity Fund                                     September 29, 2005



                                                                        page I-1




                                   SCHEDULE J

                                  CLASS B FUNDS


FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>Select Fund                                                September 3, 2002
>>New Opportunities II Fund                                  September 3, 2002
>>Capital Growth Fund                                        February 24, 2004
>>Fundamental Equity Fund                                    November 17, 2004
>>Small Cap Growth Fund                                      March 31, 2006
>>Mid Cap Growth Fund                                        March 31, 2006

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>Value Fund                                                 September 3, 2002
>>Large Company Value Fund                                   September 3, 2002

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>International Growth Fund                                  September 3, 2002
>>Global Growth Fund                                         September 29, 2005
>>International Value Fund                                   March 31, 2006

AMERICAN CENTURY INVESTMENT TRUST
>>Prime Money Market Fund                                    September 3, 2002
>>Diversified Bond Fund                                      September 3, 2002
>>High-Yield Fund                                            September 3, 2002
>>Inflation Protection Bond Fund                             May 1, 2005
>>Select Bond Fund                                           March 31, 2006
>>High-Yield Bond Fund                                       March 31, 2006

AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
>>California High-Yield Municipal Fund                       September 3, 2002

AMERICAN CENTURY MUNICIPAL TRUST
>>High-Yield Municipal Fund                                  September 3, 2002
>>Arizona Municipal Bond Fund                                February 27, 2004
>>Florida Municipal Bond Fund                                February 27, 2004
>>Long-Term Tax-Free Fund                                    March 31, 2006

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>Strategic Allocation:  Aggressive Fund                     September 30, 2004
>>Strategic Allocation:  Moderate Fund                       September 30, 2004
>>Strategic Allocation:  Conservative Fund                   September 30, 2004

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
>>Long-Short Equity Fund                                     September 29, 2005




                                                                        page J-1




                                   SCHEDULE K

                                  R CLASS FUNDS


FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY MUTUAL FUNDS, INC.
>>Growth Fund                                                August 29, 2003
>>Ultra Fund                                                 August 29, 2003
>>Select Fund                                                July 29, 2005
>>Vista Fund                                                 July 29, 2005
>>Capital Growth Fund                                        July 29. 2005
>>Fundamental Equity Fund                                    July 29, 2005
>>Small Cap Growth Fund                                      March 31, 2006
>>Mid Cap Growth Fund                                        March 31, 2006

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>>Equity Income Fund                                         August 29, 2003
>>Large Company Value Fund                                   August 29, 2003
>>Value Fund                                                 July 29, 2005
>>Mid Cap Value Fund                                         July 29, 2005

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>>International Growth Fund                                  August 29, 2003
>>Global Growth Fund                                         July 29, 2005
>>International Value Fund                                   March 31, 2006

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
>>Income & Growth Fund                                       May 1, 2004
>>Small Company Fund                                         May 1, 2004
>>Equity Growth Fund                                         July 29, 2005
>>Disciplined Growth Fund                                    September 29, 2005
>>Long-Short Equity Fund                                     September 29, 2005


AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>>Strategic Allocation: Moderate Fund                        August 29, 2003
>>Strategic Allocation: Conservative Fund                    February 24, 2005
>>Strategic Allocation: Aggressive Fund                      February 24, 2005

AMERICAN CENTURY INVESTMENT TRUST
>>Inflation Protection Bond Fund                             May 1, 2005
>>Diversified Bond Fund                                      July 29, 2005
>>High-Yield Fund                                            July 29, 2005
>>Select Bond Fund                                           March 31, 2006
>>High-Yield Bond Fund                                       March 31, 2006



                                                                        page K-1




                                   SCHEDULE L

                                 CLASS IV FUNDS


FUND                                                         DATE OF AGREEMENT
----                                                         -----------------

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>>VP International Fund                                      February 27, 2004





                                                                        page L-1