American Century Variable Portfolios Ii DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
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(Name of Registrant as Specified In Its Charter)

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PROXY STATEMENT

April 13, 2007
Important Voting Information Inside

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, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios II, Inc.

[american century investments logo and text logo]

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American Century Investments
4500 Main Street
Kansas City, Missouri 64111

April 13, 2007

Dear Shareholder,

I would like to invite you to an upcoming special meeting of shareholders to be
held on June 27, 2007 at 10:30 a.m. Shareholders of American Century's fixed
income and quantitative equity funds are being asked to vote on the election of
Trustees/Directors to the funds' Boards of Trustees/Directors. In addition,
holders of Advisor Class shares of certain funds will be asked to approve a
change in the Advisor Class fee structure. More detailed information is
contained in the enclosed materials. The Boards of Trustees/Directors of these
funds, including all of the Independent Trustees/Directors, unanimously approved
and recommend that you vote FOR the proposals.

The proposal to change the Advisor Class fee structure is part of a larger set
of initiatives designed to streamline American Century's mutual fund offerings
and better align them with investor buying preferences and market opportunities.
If these additional initiatives apply to your fund, they will be presented for
your consideration and approval in a separate set of proxy materials.

Your vote is extremely important, no matter how large or small your holdings.
Please review the enclosed materials and vote online, by phone, or by signing
and returning your proxy card(s) in the enclosed postage-paid envelope. If we do
not hear from you after a reasonable time, you may receive a call from our proxy
solicitor, Automatic Data Processing, Inc. (ADP), reminding you to vote. If you
have any questions or need assistance in completing your proxy card(s), please
contact ADP at 1-877-256-6083.

Thank you for investing with American Century Investments.

Sincerely,

/s/ Jonathan S. Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

AMERICAN CENTURY FUNDS

IMPORTANT NEWS FOR SHAREHOLDERS

While we encourage you to read all of the proxy materials, you will find a brief
overview of the proposals below. The overview and accompanying Q&A contain
limited information, should be read in conjunction with, and are qualified by
reference to, the more detailed information contained elsewhere in the Proxy
Statement.

* Shareholders of each of the Issuers listed above are being asked to approve
the election of eight nominated Trustees/Directors (the "Nominees") to the
Board of Trustees/Directors of each Issuer.

* Holders of Advisor Class shares are being asked to approve a change in the
Advisor Class fee structure of the following funds (each an "Advisor Fund"
and together the "Advisor Funds"):

* Ginnie Mae, Government Bond, Inflation-Adjusted Bond, and Short-Term
Government, all portfolios of American Century Government Income
Trust;

* International Bond, a portfolio of American Century International Bond
Funds;

* Diversified Bond, High-Yield and Prime Money Market, all portfolios of
American Century Investment Trust;

* Tax-Free Bond, a portfolio of American Century Municipal Trust;

* Disciplined Growth, Equity Growth, Global Gold, Income & Growth,
Small Company and Utilities, all portfolios of American Century
Quantitative Equity Funds, Inc.; and

* Target Maturities Trust: 2010, Target Maturities Trust: 2015, Target
Maturities Trust: 2020, and Target Maturities Trust: 2025, all
portfolios of American Century Target Maturities Trust.

QUESTIONS AND ANSWERS

Q. WHEN WILL THE SPECIAL MEETING BE HELD? WHO CAN VOTE?

A. The special meeting will be held on Wednesday, June 27, 2007, at 10:30
a.m. Central Time at American Century's office at 4500 Main Street, Kansas
City, Missouri. Please note, this will be a business meeting only. No
presentations about the funds are planned. If you owned shares of one of
the impacted funds at the close of business on April 13, 2007, you are
entitled to vote, even if you later sold the shares. Each shareholder is
entitled to one vote per dollar of shares owned, with fractional dollars
voting proportionally.

Q. WHO ARE THE EIGHT NOMINEES?

A. The eight Nominees include six current members of the Boards of
Trustees/Directors (the "Boards"), John Freidenrich, Ronald J. Gilson,
Kathryn A. Hall, Myron S. Scholes, John B. Shoven and Jeanne D. Wohlers; an
advisory member to the Boards, Peter F. Pervere; and the current President
and Chief Executive Officer of American Century Companies, Inc., and an
advisory member to the Boards, Jonathan S. Thomas.

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Q. WHAT IS THE PROPOSED CHANGE TO THE ADVISOR CLASS FEE STRUCTURE?

A. If approved, the change in the Advisor Class fee structure will result
in:

* A decrease of 25 basis points (0.25%) in the Rule 12b-1 fee charged by
the Advisor Class of the Advisor Funds; and

* A simultaneous increase of 25 basis points in the unified management fee
for the Advisor Class of the Advisor Funds, resulting in no change to
the total expense ratio.

The decrease in the Rule 12b-1 fee and corresponding increase in the unified
management fee are designed to move the fee for the provision of certain
recordkeeping/administrative services from the Rule 12b-1 fee to the unified
management fee. This modification will make the fee structure of the Advisor
Class shares of the Advisor Funds more consistent with the other share classes
of the American Century Funds.

Q. HOW WILL THE CHANGE TO THE ADVISOR CLASS FEE STRUCTURE AFFECT MY
INVESTMENTS IN THE FUNDS?

A. If approved, neither your investment nor your total expense ratio will
change. As stated above, if approved, the proposal will result in the
Advisor Class having a 25 basis point decrease in the Rule 12b-1 fee and
simultaneous 25 basis point increase in its unified management fee,
resulting in no change to the Advisor Class's total expense ratio.

Q. WILL THE CHANGE TO THE ADVISOR CLASS FEE STRUCTURE CAUSE ME TO PAY ANY
SALES CHARGES?

A. No. If the Advisor Class fee change is approved, it is anticipated
that a front-end sales charge (load) will be added to the Advisor Class
shares of International Bond, Diversified Bond, High-Yield, Prime Money
Market, Disciplined Growth, Equity Growth, Global Gold, and Income &
Growth. However, it will not apply to Advisor Fund shares held at the time
of the change or subsequently purchased in the same accounts.

Q. HOW DO THE BOARDS OF EACH FUND RECOMMEND THAT I VOTE?

A. The Boards, including all of the Independent Trustees/Directors,
unanimously recommend you vote FOR all of the proposals. For a discussion
of the factors the Boards considered in approving these proposals, see the
accompanying materials.

Q. MY HOLDINGS IN THE FUNDS ARE SMALL, WHY SHOULD I VOTE?

A. Your vote makes a difference. If many shareholders do not vote their
proxies, your fund may not receive enough votes to go forward with its
special meeting. This means additional costs will be incurred to solicit
votes to determine the outcome of the proposals.

Q. WHAT HAPPENS IF ANY ONE OF THE PROPOSALS IS NOT APPROVED BY
SHAREHOLDERS?

A. Each proposal is separate, and is not dependent upon the approval of
any other proposal. However, if a proposal relating to the change in the
Advisor Class fee structure does not receive shareholder approval with
respect to one or more Advisor Funds, then American Century may elect not
to proceed with the change for any of the Advisor Funds.

Q. WHY ARE MULTIPLE PROXY CARDS ENCLOSED?

A. You will receive a proxy card for each of the funds in which you are a
shareholder. In addition, if you own shares of the same fund in multiple
accounts that are titled differently, you will receive a proxy card for
each account.

Q. HOW DO I CAST MY VOTE?

A. You may vote online, by phone, by mail, by fax or in person at the
special meeting. To vote online, access the Web site listed on a proxy
card. To vote by telephone, call the toll-free number listed on a proxy
card. To vote online or by telephone, you will need the number that appears
in the gray box on each of your proxy cards. To vote by mail, complete,
sign and send us the enclosed proxy card(s) in the enclosed postage-paid
envelope. To vote by fax, complete and sign the proxy card(s) and fax both
sides to the toll-free number listed on a proxy card. You also may vote in
person at the special meeting on Wednesday, June 27, 2007. If you need more
information or have any questions on how to cast your vote, call our proxy
solicitor at 1-877-256-6083.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY AND AVOID THE NEED FOR ADDITIONAL
SOLICITATION EXPENSES.

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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, INC.
AMERICAN CENTURY TARGET MATURITIES TRUST
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.

4500 Main Street
Kansas City, Missouri 64111
Telephone No.: 1-800-345-2021

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

April 13, 2007

A special meeting (the "Meeting") of the shareholders of the above-listed
issuers (each, an "Issuer" and together the "Issuers") will be held at 10:30
a.m. on June 27, 2007 at 4500 Main Street, Kansas City, Missouri 64111 to
consider the following proposals (each a "Proposal"):

(1) To elect eight Trustees/Directors to the Board of Trustees/Directors
of each Issuer; and

(2) To approve a change to the fee structure of the Advisor Class of the
following American Century funds: Ginnie Mae, Government Bond,
Inflation-Adjusted Bond, and Short-Term Government, all portfolios of
American Century Government Income Trust; International Bond, a portfolio
of American Century International Bond Funds; Diversified Bond, High-Yield,
and Prime Money Market, all portfolios of American Century Investment
Trust; Tax-Free Bond, a portfolio of American Century Municipal Trust;
Disciplined Growth, Equity Growth, Global Gold, Income & Growth, Small
Company, and Utilities, all portfolios of American Century Quantitative
Equity Funds, Inc.; Target Maturities Trust: 2010, Target Maturities Trust:
2015, Target Maturities Trust: 2020, and Target Maturities Trust: 2025, all
portfolios of American Century Target Maturities Trust (each an "Advisor
Fund" and together the "Advisor Funds").

Shareholders of record as of the close of business on April 13, 2007 are
entitled to vote at the Meeting and any adjournments or postponements thereof.
Shareholders of each of the Issuers will vote separately on Proposal 1. Holders
of Advisor Class shares of each of the Advisor Funds will vote separately on
Proposal 2.

In the event that a quorum is not present or in the event that a quorum is
present but sufficient votes in favor of a Proposal have not been received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies as to any Proposal without further notice
other than by announcement at the Meeting. However, if the Meeting is adjourned
for more than sixty days from the date of the Meeting, then the Funds are
required to send a new notice to shareholders of American Century California
Tax-Free and Municipal Funds, American Century International Bond Funds,
American Century Investment Trust, American Century Government Income Trust,
American Century Municipal Trust and American Century Target Maturities Trust.
If the Meeting is adjourned for more than ninety days, then the Funds are
required to send a new notice to shareholders of American Century Quantitative
Equity Funds, Inc. and American Century Variable Portfolios II, Inc. Any
adjournment of the Meeting for the further solicitation of proxies for a
Proposal will require the affirmative vote of a majority of the total number of
shares of the relevant Issuer or class, as applicable, that are present in
person or by proxy at the Meeting to be adjourned. The persons named as proxies
will vote those proxies they are entitled to vote in their discretion as to any
such adjournment. A shareholder vote may be taken on any Proposal on which there
is a quorum present prior to such adjournment. Such vote will be considered
final regardless of whether the Meeting is adjourned to permit additional
solicitation with respect to any other Proposal. Unless revoked, proxies that
have been properly executed and returned by shareholders without instructions
will be voted in favor of the Prosposal(s).

By Order of the Boards of Trustees/Directors of the Funds,

Ward D. Stauffer
Secretary
April 13, 2007

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4500 Main Street
Kansas City, Missouri 64111
Telephone No.: 1-800-345-2021

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Boards of Trustees/Directors (including, with respect to Proposal
1, the nominees to the Boards) (each a "Board" and collectively the "Boards") of
the above-listed issuers (each an "Issuer" and together the "Issuers"). The
Boards are soliciting the proxies of shareholders of the Issuers for use in
connection with a special meeting (the "Meeting") of shareholders that will be
held at 10:30 a.m. on June 27, 2007 at 4500 Main Street, Kansas City, Missouri.
Each Issuer has one or more funds that are organized as series of the Issuer.
Hereafter, such funds will be collectively referred to as the "Funds." The
Meeting notice, this Proxy Statement and one or more proxy cards are being sent
to shareholders of record as of the close of business on April 13, 2007 (the
"Record Date") beginning on or about April 16, 2007. Please read this Proxy
Statement and keep it for future reference. Each Fund has previously sent its
annual report and semiannual report to its shareholders. A copy of a Fund's most
recent annual report and semiannual report may be obtained without charge by
writing to, or calling, the applicable Fund at the address and telephone number
listed above. If you have any questions regarding this Proxy Statement, please
contact Automatic Data Processing, Inc. (ADP) at 1-877-256-6083.

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TABLE OF CONTENTS

PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
SUMMARY OF PROPOSALS AND FUNDS VOTING . . . . . . . . . . . . . . . . . . . . .7

PROPOSAL 1: ELECTION OF TRUSTEES/DIRECTORS . . . . . . . . . . . . . . . . . . 8
Overview and Related Information . . . . . . . . . . . . . . . . . . . . . . . 8
Information Regarding the Nominees . . . . . . . . . . . . . . . . . . . . . . 9
Responsibilities of the Boards . . . . . . . . . . . . . . . . . . . . . . . .10
Standing Board Committees . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Board Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Beneficial Ownership of Affiliates by Proposed Independent Trustees . . . . . 14
Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Share Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . 14
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

PROPOSAL 2: APPROVAL OF A CHANGE IN THE FEE STRUCTURE OF THE ADVISOR CLASS
SHARES OF THE ADVISOR FUNDS . . . . . . . . . . . . . . . . . . . . . . . . 16
Overview and Related Information . . . . . . . . . . . . . . . . . . . . . . .16
Consequences of Approval of the Change in Fee Structure . . . . . . . . . . . 16
Information Regarding the Advisor . . . . . . . . . . . . . . . . . . . . . . 17
Description of the New Advisory Agreements . . . . . . . . . . . . . . . . . .17
Comparison of the Current Advisory Agreements
and the New Advisory Agreements . . . . . . . . . . . . . . . . . . . . . .18
Basis for the Boards' Approval of the New Advisory Agreements . . . . . . . . 20
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Meetings of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Date, Time and Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . 22
Use and Revocation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . 22
Voting Rights and Required Votes . . . . . . . . . . . . . . . . . . . . . . .22
Outstanding Shares and Significant Shareholders . . . . . . . . . . . . . . . 23
Other Service Providers . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

WHERE TO FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . .24

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY . . . . . . . . .24

EXHIBITS
Equity Ownership Of Nominees . . . . . . . . . . . . . . . . . . . . . Exhibit A
Significant Shareholders . . . . . . . . . . . . . . . . . . . . . . . Exhibit B
Current and Pro Forma Advisory Fees . . . . . . . . . . . . . . . . . .Exhibit C

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SUMMARY OF PROPOSALS AND FUNDS VOTING

The following table describes the proposals (each a "Proposal" and together "the
Proposals") to be considered at the Meeting and the shareholders that are
entitled to vote on each Proposal:

CLASSES
PROPOSAL ISSUERS SOLICITED FUNDS SOLICITED SOLICITED
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1. To elect eight All Issuers All Funds All
Trustees/Directors Classes
to the Board
of Trustees/
Directors
of each Issuer.
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2. To approve a The Advisor The Advisor Advisor
change to the Issuers: Funds: Class
Advisor Class fee
structure.
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American Century Ginnie Mae Advisor
Government Government Class
Income Trust Bond
Inflation-
Adjusted Bond
Short-Term
Government
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American Century International Advisor
International Bond Bond Class
Funds
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American Century Diversified Bond Advisor
Investment Trust High-Yield Class
Prime Money
Market
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American Century Tax-Free Bond Advisor
Municipal Trust Class
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American Century Disciplined Advisor
Quantitative Equity Growth Class
Funds, Inc. Equity Growth
Global Gold
Income & Growth
Small Company
Utilities
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American Century Target Maturities Advisor
Target Maturities Trust: 2010 Class
Trust Target Maturities
Trust: 2015
Target Maturities
Trust: 2020
Target Maturities
Trust: 2025
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Shareholders of record on the Record Date are entitled to notice of and to vote
at the Meeting and are entitled to vote at any adjournments or postponements
thereof. Shareholders of each Issuer will vote separately on Proposal 1. Holders
of Advisor Class shares of each of the Advisor Funds will vote separately on
Proposal 2.

The Boards recommend that you vote "FOR" each Proposal.

NOTE APPLICABLE ONLY TO AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.:

Shares of VP Inflation Protection, a series of American Century Variable
Portfolios II, Inc., are sold only to separate accounts of certain insurance
companies in connection with the issuance of variable annuity contracts and/or
variable life insurance contracts by the insurance companies. With respect to
Proposal 1, to elect eight directors of American Century Variable Portfolios II,
Inc., insurance company separate accounts, as shareholders of VP Inflation
Protection, will request voting instructions from the owners of variable life
insurance policies and variable annuity contacts ("Variable Contract Owners") of
the separate accounts, and will vote the accounts' shares in the Fund in
accordance with the voting instructions received. Each separate account is
required to vote its shares of the Fund in accordance with instructions received
from Variable Contract Owners. Each separate account will vote shares of the
Fund held in each of its respective variable accounts for which no voting
instructions have been received in the same proportion as the separate account
votes shares held by variable accounts for which it has received instructions.
Shares held by an insurance company in its general account, if any, must be
voted in the same proportions as the votes cast with respect to shares held in
all of the insurance company's variable accounts in the aggregate. Such
proportional voting may result in a relatively small number of Variable Contract
Owners determining the outcome of the Proposal. Proposal 1 is the only proposal
described in this Proxy Statement that relates to American Century Variable
Portfolios II, Inc.

The Boards recommend that you vote "FOR" each Proposal.

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PROPOSAL 1

ELECTION OF TRUSTEES/DIRECTORS

OVERVIEW AND RELATED INFORMATION

The Board of Trustees/Directors of each Issuer currently includes the following
six (6) Trustees/Directors: John Freidenrich, Ronald J. Gilson, Kathryn A. Hall,
Myron S. Scholes, John B. Shoven and Jeanne D. Wohlers. Additionally, Peter F.
Pervere and Jonathan S. Thomas currently serve as advisory members to the
Boards. The current nominating members of the Boards have nominated the six
Trustees/Directors listed above, along with Mr. Pervere and Mr. Thomas, for
election to the Boards. Hereafter the six (6) current members of the Boards
listed above, along with Mr. Pervere and Mr. Thomas, will be referred to as the
"Trustees" or the "Nominees."(1) It is being proposed that the shareholders of
each Issuer approve the Trustees. If approved by the shareholders, each Trustee
of each Issuer will serve indefinitely until his or her death, retirement,
resignation or removal from office. The mandatory retirement age for trustees
who are not "interested persons" (hereinafter "Independent Trustees") as that
term is defined in the Investment Company Act of 1940, as amended (the "1940
Act") is 73. However, the mandatory retirement age may be extended for a period
not to exceed two years with the approval of the remaining Independent Trustees.
Each Trustee currently oversees 43 Funds, which are all series of the Issuers.
Mr. Thomas oversees an additional 66 funds as an advisory board member for other
American Century funds.

Further information regarding each of the Nominees is provided below. Mr. Thomas
is the only Nominee who is an "interested person" as that term is defined in the
1940 Act because he currently serves as President and Chief Executive Officer of
American Century Companies, Inc. The remaining Nominees are not "interested
persons" under the 1940 Act and therefore will be referred to as "Independent
Trustees." The persons named as proxies on the enclosed proxy card(s) will vote
for the election of all of the Nominees unless authority to vote for any or all
of the Nominees is withheld.

All of the Nominees have consented to serve as trustees/directors, if elected.
In case a Nominee shall be unable or shall fail to act as a trustee/director by
virtue of an unexpected occurrence, persons named as proxies will vote in their
discretion for such other nominee or nominees as the current Trustees may
recommend.

(1) CERTAIN OF THE ISSUERS ARE ORGANIZED AS MASSACHUSETTS BUSINESS TRUSTS
WHILE OTHERS ARE ORGANIZED AS MARYLAND CORPORATIONS. FOR CONVENIENCE
PURPOSES ONLY, THE DIRECTORS OF THE ISSUERS ORGANIZED AS MARYLAND
CORPORATIONS AND THE TRUSTEES OF THE ISSUERS ORGANIZED AS MASSACHUSETTS
BUSINESS TRUSTS ARE BEING COLLECTIVELY REFERRED TO AS THE "TRUSTEES" OR
THE "NOMINEES."

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INFORMATION REGARDING THE NOMINEES

The following table presents additional information about the Nominees. The
mailing address for each Nominee is 4500 Main Street, Kansas City, Missouri
64111.

INTERESTED NOMINEE
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JONATHAN S. THOMAS(1)

YEAR OF BIRTH: 1963

OFFICES WITH THE ISSUERS: Advisory Board Member and President

LENGTH OF TIME SERVED: Since 2007

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: President and Chief Executive
Officer, AMERICAN CENTURY COMPANIES, INC. ("ACC") (March 2007 to present); Chief
Administrative Officer, ACC (February 2006 to February 2007); Executive Vice
President, ACC (November 2005 to February 2007). Also serves as: President,
Chief Executive Officer and Director, AMERICAN CENTURY SERVICES, LLC ("ACS");
Executive Vice President, AMERICAN CENTURY INVESTMENT MANAGEMENT ("ACIM") and
AMERICAN CENTURY GLOBAL INVESTMENT MANAGEMENT ("ACGIM"); Director, ACIM, ACGIM,
ACIS AND OTHER ACC SUBSIDIARIES; Managing Director, MORGAN STANLEY (March 2000
to November 2005)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 109

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
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INDEPENDENT NOMINEES
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JOHN FREIDENRICH

YEAR OF BIRTH: 1937

OFFICES WITH THE ISSUERS: Trustee

LENGTH OF TIME SERVED: Since 2005

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Member and Manager, REGIS
MANAGEMENT COMPANY, LLC (April 2004 to present); Partner and Founder, BAY
PARTNERS (Venture capital firm, 1976 to present); Partner and Founder, WARE &
FREIDENRICH (1968 to present)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 43

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
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RONALD J. GILSON

YEAR OF BIRTH: 1946

OFFICES WITH THE ISSUERS: Trustee and Chairman of the Board

LENGTH OF TIME SERVED: Since 1995

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Charles J. Meyers Professor of
Law and Business, STANFORD LAW SCHOOL (1979 to present); Marc and Eva Stern
Professor of Law and Business, COLUMBIA UNIVERSITY SCHOOL OF LAW (1992 to
present)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 43

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
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KATHRYN A. HALL

YEAR OF BIRTH: 1957

OFFICES WITH THE ISSUERS: Trustee

LENGTH OF TIME SERVED: Since 2001

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Co-Chief Executive Officer and
Chief Investment Officer, OFFIT HALL CAPITAL MANAGEMENT, LLC (April 2002 to
present); President and Managing Director, LAUREL MANAGEMENT COMPANY, L.L.C.
(1996 to April 2002)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 43

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
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PETER F. PERVERE

YEAR OF BIRTH: 1947

OFFICES WITH THE ISSUERS: Advisory Board Member

LENGTH OF TIME SERVED: Since 2006

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Retired, formerly Vice
President and Chief Financial Officer, COMMERCE ONE, INC. (software and services
provider)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 43

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, INTRAWARE INC.
- --------------------------------------------------------------------------------

- ------
9

MYRON S. SCHOLES

YEAR OF BIRTH: 1941

OFFICES WITH THE ISSUERS: Trustee

LENGTH OF TIME SERVED: Since 1980

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Chairman, PLATINUM GROVE ASSET
MANAGEMENT, L.P.; Frank E. Buck Professor of Finance-Emeritus, STANFORD GRADUATE
SCHOOL OF BUSINESS (1981 to present)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 43

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, DIMENSIONAL FUND ADVISORS
(investment advisor, 1982 to present); Director, CHICAGO MERCANTILE EXCHANGE
(2000 to present)
- --------------------------------------------------------------------------------
JOHN B. SHOVEN

YEAR OF BIRTH: 1947

OFFICES WITH THE ISSUERS: Trustee

LENGTH OF TIME SERVED: Since 2002

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Professor of Economics,
STANFORD UNIVERSITY (1973 to present)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 43

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, CADENCE DESIGN SYSTEMS (1992 to
present)
- --------------------------------------------------------------------------------
JEANNE D. WOHLERS

YEAR OF BIRTH: 1945

OFFICES WITH THE ISSUERS: Trustee

LENGTH OF TIME SERVED: Since 1984

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Retired, Director and Partner,
WINDY HILL PRODUCTIONS, LP (educational software)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 43

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
- --------------------------------------------------------------------------------

(1) MR. THOMAS WOULD BE AN "INTERESTED" TRUSTEE OF THE ISSUERS FOR
PURPOSES OF THE 1940 ACT. MR. THOMAS IS THE PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF AMERICAN CENTURY COMPANIES, INC.

RESPONSIBILITIES OF THE BOARDS

The Boards oversee the management of the Issuers and the Funds and meet at least
quarterly to review reports about Fund operations. Although the Boards do not
manage the Funds, they have hired American Century Investment Management, Inc.
(the "Advisor") to do so. The Boards, in carrying out their fiduciary duty under
the 1940 Act, are responsible for approving new and existing management
contracts with the Advisor.

The Boards have the authority to manage the business of the Issuers on behalf of
their investors, and they have all powers necessary or convenient to carry out
that responsibility. Consequently, the Boards may adopt bylaws providing for the
regulation and management of the affairs of the Issuers and may amend and repeal
them to the extent that such bylaws do not reserve that right to the Issuers'
investors. They may fill vacancies in or reduce the number of Board members, and
may elect and remove such officers and appoint and terminate such agents as they
consider appropriate. They may appoint from their own number and establish and
terminate one or more committees consisting of two or more Trustees who may
exercise the powers and authority of the Board to the extent that the Trustees
determine. They may, in general, delegate such authority as they consider
desirable to any officer of the Issuers, to any committee of the Board and to
any agent or employee of the Issuers or to any custodian, transfer agent,
investor servicing agent or principal underwriter. Any determination as to what
is in the interests of the Issuers made by the Trustees in good faith shall be
conclusive. The Boards met ten times in 2006. Each Trustee then in office
attended at least 75% of the aggregate of the total number of meetings of the
Board and the total number of meetings held by all committees of the Board on
which the Trustee served, with the exception of Kathryn A. Hall who attended 72%
of such meetings. The Issuers do not have a policy that requires trustees to
attend annual meetings of shareholders.

The Boards have a process for shareholders to send communications to the Boards.
To communicate with the Boards, or a member of the Boards, a shareholder should
send a written communication addressed to the Board or member of the Board to
the attention of the Corporate Secretary at the following address: P.O. Box
418210, Kansas City, Missouri 64141-9210. Shareholders who prefer to communicate
by email may send their comments to corporatesecretary@americancentury.com. All
shareholder communications actually received will be forwarded to the Board or
member of the Board.

- ------
10

STANDING BOARD COMMITTEES

Each Board has an Audit and Compliance Committee which approves each Issuer's
engagement of the independent registered public accounting firm and recommends
approval of such engagement to the Independent Trustees and oversees the
activities of the accounting firm. The Audit and Compliance Committee also
receives reports concerning compliance affecting the Issuers and from the
Advisor's internal audit department. The Audit and Compliance Committee
currently consists of Jeanne D. Wohlers, Ronald J. Gilson and Peter F. Pervere
(in an advisory capacity). The Audit and Compliance Committee met four times in
2006.

Each Board has a Corporate Governance Committee which is responsible for
reviewing Board procedures and committee structures. The Corporate Governance
Committee also considers and recommends individuals for nomination as trustees,
and may recommend the creation of new committees. The names of potential trustee
candidates may be drawn from a number of sources, including recommendations from
members of the Board, management (in the case of Interested Trustees only) and
shareholders.

The Corporate Governance Committee does not have a charter; however, it follows
a policy of considering all candidates recommended in writing by shareholders.
The Boards have not adopted a written policy because the Corporate Governance
Committee considers all candidates recommended in writing by shareholders.

Shareholders may submit trustee/director nominations in writing to the Corporate
Secretary, P.O. Box 418210, Kansas City, Missouri 64141-9210, or by email to
corporatesecretary@americancentury.com. The nomination should include the
following information:

* Shareholder's name, the fund name and number of fund shares owned and
length of period held;

* Name, age and address of the candidate;

* A detailed resume describing, among other things, the candidate's
educational background, occupation, employment history, financial knowledge
and expertise and material outside commitments (e.g., memberships on other
boards and committees, charitable foundations, etc.);

* Any other information relating to the candidate that is required to be
disclosed in solicitations of proxies for election of trustees/directors in
an election contest pursuant to Regulation 14A under the Securities Exchange
Act of 1934;

* Number of fund shares owned by the candidate and length of time held;

* A supporting statement that (i) describes the candidate's reasons for
seeking election to the Board and (ii) documents his/her qualifications to
serve as a trustee/director; and

* A signed statement from the candidate confirming his/her willingness to
serve on the Board.

In identifying and evaluating nominees for trustee/director, the Corporate
Governance Committee will consider candidates recommended by a variety of
sources, including incumbent trustees/directors, shareholders, investment
advisor management and third party search firms. The Corporate Governance
Committee seeks to identify and recruit the best available candidates and will
evaluate qualified shareholder nominees on the same basis as those identified
through other sources. The Corporate Governance Committee evaluates each
potential candidate's relevant qualifications, including, without limitation,
the candidate's educational background, occupation, employment history,
expertise and reputation. In addition, the candidate must demonstrate an ability
and willingness to make the time commitment necessary to serve as an effective
trustee/director.

The committee also may recommend the creation of new committees, evaluate the
membership structure of new and existing committees, consider the frequency and
duration of Board and committee meetings and otherwise evaluate the
responsibilities, processes, resources, performance and compensation of the
Board. The Corporate Governance Committee currently consists of Ronald J.
Gilson, John Freidenrich and John B. Shoven. The Corporate Governance Committee
met one time in 2006.

- ------
11

Each Board also has a Portfolio Committee and a Quality of Service Committee.
The Portfolio Committee reviews quarterly the investment activities and
strategies used to manage the Funds' assets. The committee regularly receives
reports from portfolio managers, credit analysts and other investment personnel
concerning the Funds' investments. The Portfolio Committee currently consists of
Myron S. Scholes, John Freidenrich, and Kathryn A. Hall. The Portfolio Committee
met four times during 2006.

The Quality of Service Committee reviews the level and quality of transfer agent
and administrative services provided to the Funds and their shareholders. It
receives and reviews reports comparing those services to those of fund
competitors and seeks to improve such services where feasible and appropriate.
The Quality of Service Committee currently consists of John B. Shoven and Ronald
J. Gilson. The Qualify of Service Committee met five times in 2006.

BOARD COMPENSATION

Each Independent Trustee receives compensation for service as a member of the
Boards, based on a schedule that takes into account the number of meetings
attended and the assets of the Funds for which the meetings are held. These fees
and expenses are allocated among the Issuers based in part on their relative net
assets. Under the terms of each management agreement with the Advisor, the Funds
are responsible for paying such fees and expenses. For each Issuer's last fiscal
year, each Issuer and the American Century family of funds paid the following
amounts to Trustees:

FYE OF JOHN RONALD J. KATHRYN MYRON S. JOHN B. JEANNE D. PETER F.
ISSUER ISSUER FREIDENRICH GILSON A. HALL SCHOLES SHOVEN WOHLERS PERVERE(1)
- -----------------------------------------------------------------------------------------------------
American Century 3/31/2006 $37,122 $39,216 $22,297 $25,260 $26,654 $23,899 N/A
Government
Income Trust
- -----------------------------------------------------------------------------------------------------
American Century 3/31/2006 $13,127 $21,457 $12,405 $13,740 $14,364 $13,116 N/A
Investment Trust
- -----------------------------------------------------------------------------------------------------
Total $75,667 $127,125 $69,917 $80,667 $85,667 $75,667 N/A
Compensation
from American
Century Family
of Funds(2)
- -----------------------------------------------------------------------------------------------------
American Century 5/31/2006 $7,246 $11,401 $6,921 $7,271 $7,445 $7,038 N/A
Municipal Trust
- -----------------------------------------------------------------------------------------------------
Total $59,583 $100,750 $52,583 $60,083 $63,833 $55,083 N/A
Compensation
from American
Century Family
of Funds(3)
- -----------------------------------------------------------------------------------------------------
American Century 8/31/2006 $9,262 $15,187 $8,627 $9,426 $9,894 $9,206 N/A
California
Tax-Free and
Municipal Funds
- -----------------------------------------------------------------------------------------------------
Total $72,083 $125,500 $63,583 $74,333 $80,583 $71,416 N/A
Compensation
from American
Century Family
of Funds(4)
- -----------------------------------------------------------------------------------------------------

(1) MR. PERVERE WAS PAID AS AN ADVISORY BOARD MEMBER.

(2) INCLUDES COMPENSATION PAID BY THE INVESTMENT COMPANIES OF THE AMERICAN
CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE PERIOD ENDED
3/31/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. GILSON, $127,125; MS. HALL, $69,917; MR.
SCHOLES, $80,667; MR. SHOVEN, $85,667 AND MS. WOHLERS, $52,967.

(3) INCLUDES COMPENSATION PAID BY THE EIGHT INVESTMENT COMPANIES OF THE
AMERICAN CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE PERIOD ENDED
5/31/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. GILSON, $100,750; MS. HALL, $52,583; MR.
SCHOLES, $60,083; MR. SHOVEN, $63,833; AND MS. WOHLERS, $38,558.

(4) INCLUDES COMPENSATION PAID BY THE INVESTMENT COMPANIES OF THE AMERICAN
CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE PERIOD ENDED
8/31/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. GILSON, $125,500; MS. HALL, $63,583; MR.
SCHOLES, $74,333; MR. SCOTT, $6,333; MR. SHOVEN, $80,583; AND JEANNE
WOHLERS, $49,991.

- ------
12

FYE OF JOHN RONALD J. KATHRYN MYRON S. JOHN B. JEANNE D. PETER F.
ISSUER ISSUER FREIDENRICH GILSON A. HALL SCHOLES SHOVEN WOHLERS PERVERE(1)
- ------------------------------------------------------------------------------------------------------
American Century 9/30/2006 $7,602 $11,366 $6,911 $7,258 $7,460 $7,168 N/A
Target
Maturities
Trust
- ------------------------------------------------------------------------------------------------------
Total $77,167 $133,875 $68,667 $79,417 $85,667 $76,500 N/A
Compensation
from American
Century Family
of Funds(2)
- ------------------------------------------------------------------------------------------------------
American Century 12/31/2006 $28,448 $48,614 $23,243 $29,910 $31,726 $26,216 $3,697
Quantitative
Equity
Funds, Inc.
- ------------------------------------------------------------------------------------------------------
American Century 12/31/2006 $12,105 $18,845 $11,459 $12,261 $12,480 $11,823 $475
International
Bond Funds
- ------------------------------------------------------------------------------------------------------
American Century 12/31/2006 $7,818 $12,008 $7,574 $7,883 $7,971 $7,718 $169
Variable
Portfolios
II, Inc.
- ------------------------------------------------------------------------------------------------------
Total $100,250 $165,875 $86,750 $104,000 $108,750 $94,583 $9,500
Compensation
from American
Century Family
of Funds(3)
- ------------------------------------------------------------------------------------------------------

(1) MR. PERVERE WAS PAID AS AN ADVISORY BOARD MEMBER.

(2) INCLUDES COMPENSATION PAID BY THE INVESTMENT COMPANIES OF THE AMERICAN
CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE PERIOD ENDED
9/30/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. GILSON, $133,875; MS. HALL, $68,667; MR.
SCHOLES, $79,417; MR. SHOVEN, $85,667; AND MS. WOHLERS, $53,550.

(3) INCLUDES COMPENSATION PAID BY THE EIGHT INVESTMENT COMPANIES OF THE
AMERICAN CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE PERIOD ENDED
12/31/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. GILSON, $165,875; MS. HALL, $52,583; MR.
SCHOLES, $60,083; MR. SHOVEN, $63,833; AND MS. WOHLERS, $38,558.

NOTE: NONE OF THE INTERESTED TRUSTEES OR OFFICERS OF THE FUNDS RECEIVES
COMPENSATION FROM THE FUNDS.

None of the Funds currently provides any pension or retirement benefits to the
Trustees.

The Issuers have adopted the American Century Mutual Funds' Independent
Directors' Deferred Compensation Plan. Under the plan, the Independent Trustees
may defer receipt of all or any part of the fees to be paid to them for serving
as trustees of the Funds.

All deferred fees are credited to an account established in the name of the
Trustees. The amounts credited to the account then increase or decrease, as the
case may be, in accordance with the performance of one or more of the American
Century funds that are selected by the Trustee. The account balance continues to
fluctuate in accordance with the performance of the selected Fund or Funds until
final payment of all amounts credited to the account. Trustees are allowed to
change their designation of Funds from time to time.

No deferred fees are payable until such time as a Trustee resigns, retires or
otherwise ceases to be a member of the Boards. Trustees may receive deferred fee
account balances either in a lump sum payment or in substantially equal
installment payments to be made over a period not to exceed 10 years. Upon the
death of a Trustee, all remaining deferred fee account balances are paid to the
Trustee's beneficiary or, if none, to the Trustee's estate.

The plan is an unfunded plan and, accordingly, the Funds have no obligation to
segregate assets to secure or fund the deferred fees. To date, the Funds have
voluntarily funded their obligations. The rights of Trustees to receive their
deferred fee account balances are the same as the rights of a general unsecured
creditor of the Funds. The plan may be terminated at any time by the
administrative committee of the plan. If terminated, all deferred fee account
balances will be paid in a lump sum.

Exhibit A to this Proxy Statement shows the dollar range the Nominees
beneficially owned as of December 31, 2006 in the equity securities of any of
the Funds, and, on an aggregate basis, equity securities of all of the Issuers.

- ------
13

BENEFICIAL OWNERSHIP OF AFFILIATES BY PROPOSED INDEPENDENT TRUSTEES

No Independent Trustee or his or her immediate family members beneficially owned
shares of the Advisor, the principal underwriter of a Fund or any other person
directly or indirectly controlling, controlled by, or under common control with
the Advisor or the principal underwriter as of December 31, 2006.

OFFICERS

The following table presents certain information about the executive officers of
the Issuers. Each officer serves as an officer for each of the 15 investment
companies in the American Century family of funds, unless otherwise noted. No
officer is compensated for his or her service as an officer of the Funds. The
listed officers are interested persons of the Funds and are appointed or
re-appointed on an annual basis. The mailing address for each of the officers
listed below is 4500 Main Street, Kansas City, Missouri 64111.

OFFICES WITH THE PRINCIPAL OCCUPATION DURING
NAME ISSUERS THE PAST FIVE YEARS
- -------------------------------------------------------------------------------------
Jonathan S. Advisory Board President and Chief Executive Officer,
Thomas Member and ACC (March 2007 to present); Chief
President Administrative Officer, ACC (February 2006
since to March 2007); Executive Vice President,
2007 ACC (November 2005 to February 2007).
Also serves as: President, Chief Executive
Officer and Director, AMERICAN CENTURY
SERVICES, LLC ("ACS"); Executive Vice President,
AMERICAN CENTURY INVESTMENT MANAGEMENT ("ACIM"),
AMERICAN CENTURY GLOBAL INVESTMENT MANAGEMENT
("ACGIM"); Director, ACIM, ACGIM, ACIS and other
ACC subsidiaries; Managing Director, MORGAN
STANLEY (March 2000 to November 2005)
- -------------------------------------------------------------------------------------
Maryanne L. Chief Compliance Chief Compliance Officer, ACIM, ACGIM and
Roepke Officer since ACS (August 2006 to present); Assistant
2006 and Senior Treasurer, ACC (January 1995 to August
Vice President 2006); and Treasurer and Chief Financial
since 2000 Officer, various American Century funds
(July 2000 to August 2006). Also serves
as: Senior Vice President, ACS
- -------------------------------------------------------------------------------------
Charles A. Senior Vice Attorney, ACC (February 1994 to present);
Etherington President since General Counsel, ACC (March 2007 to
2006 and present); Senior Vice President and General
General Counsel, ACIM, ACGIM, ACS and other ACC
Counsel since subsidiaries.
2007
- -------------------------------------------------------------------------------------
Robert J. Vice President, Vice President, ACS (February 2000 to
Leach Treasurer and present); and Controller, various American
Chief Financial Century funds (1997 to September 2006)
Officer since
2006
- -------------------------------------------------------------------------------------
C. Jean Controller Vice President, ACS (February 2000 to
Wade since present)
1996
- -------------------------------------------------------------------------------------
Jon W. Tax Officer Chief Financial Officer and Chief
Zindel since Accounting Officer, ACC (March 2007 to
2000 present); Vice President, ACC (October
2001 to present); Vice President, certain
ACC subsidiaries (October 2001 to August
2006); Vice President, Corporate Tax, ACS
(April 1998 to August 2006). Also serves
as: Chief Financial Officer, Chief Accounting
Officer and Senior Vice President, ACIM,
ACGIM, ACS, and other ACC subsidiaries;
Chief Accounting Officer and Senior Vice
President, ACIS
- -------------------------------------------------------------------------------------

SHARE OWNERSHIP

As of March 21, 2007, each executive officer, Interested Trustee and Independent
Trustee individually, and the executive officers, Interested Trustees and
Independent Trustees as a group, owned beneficially less than 1% of the
outstanding shares of each class. Please see Exhibit B for a list of those
persons who, as of March 15, 2007, owned of record or beneficially 5% or more of
the outstanding shares of any class of a Fund.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Compliance Committee and each Board selected the independent
registered public accounting firm of PricewaterhouseCoopers LLP ("PwC") to serve
as independent public accountants of the Issuers for their most recent fiscal
years. Representatives of PwC are not expected to be present at the Meeting, but
will have the opportunity to make a statement if they wish, and will be
available should any matter arise requiring their presence.

- ------
14

FEES PAID TO PWC

The aggregate fees paid to PwC for professional services rendered by PwC for the
audit of the annual financial statements of the Funds and for other professional
services for the fiscal years ended as indicated below were:

AUDIT ALL
AUDIT RELATED TAX OTHER
ISSUER FEES (A) FEES (B) FEES (C) FEES (D)
- ----------------------------------------------------------------------------
American Century
California Tax-Free
and Municipal Funds
08/31/2005 $75,604 - $12,286 -
- ----------------------------------------------------------------------------
08/31/2006 $88,961 - $13,268 -
- ----------------------------------------------------------------------------
American Century
Government
Income Trust
03/31/2005 $86,551 - $17,900 -
- ----------------------------------------------------------------------------
03/31/2006 $111,714 - $22,331 -
- ----------------------------------------------------------------------------
American Century
Investment Trust
03/31/2005 $62,812 - $11,111 -
- ----------------------------------------------------------------------------
03/31/2006 $77,260 - $11,999 -
- ----------------------------------------------------------------------------
American Century
Target Maturities
Trust
09/30/2005 $74,740 - $17,050 -
- ----------------------------------------------------------------------------
09/30/2006 $83,187 - $24,732 -
- ----------------------------------------------------------------------------
American Century
Municipal Trust
05/31/2005 $69,555 - $15,677 -
- ----------------------------------------------------------------------------
05/31/2006 $118,626 - $20,431 -
- ----------------------------------------------------------------------------
American Century
Variable Portfolios
II, Inc.
12/31/2005 $18,110 - $3,003 -
- ----------------------------------------------------------------------------
12/31/2006 $18,845 - $3,003 -
- ----------------------------------------------------------------------------
American Century
Quantitative Equity
Funds, Inc.
12/31/2005 $147,150 - $26,581 -
- ----------------------------------------------------------------------------
12/31/2006 $198,742 - $33,789 -
- ----------------------------------------------------------------------------
American Century
International
Bond Funds
12/31/2005 $33,772 - $4,670 -
- ----------------------------------------------------------------------------
12/31/2006 $24,847 - $4,670 -
- ----------------------------------------------------------------------------

(a) Audit Fees

These fees relate to professional services rendered by PwC for the audits of the
Funds' annual financial statements or services normally provided by an
independent public accountant in connection with statutory and regulatory
filings or engagements. These services included the audits of the financial
statements of the Funds, issuance of consents, income tax provision procedures
and assistance with review of documents filed with the Securities and Exchange
Commission.

(b) Audit Related Fees

These fees relate to assurance and related services by PwC in connection with
semi-annual financial statements.

These fees relate to professional services rendered by PwC for tax compliance,
tax advice, and tax planning. These services relate to the review of the Funds'
federal and state income tax returns, review of excise tax calculations and
returns, and a review of the Funds' calculations of capital gains and income
distributions.

(d) All Other Fees

These fees relate to products and services provided by PwC other than those
reported under "Audit Fees," "Audit-Related Fees," and "Tax Fees."

- ------
15

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee approves the engagement of the accountant prior to the
accountant rendering any audit or non-audit services to the Issuers. The
aggregate non-audit fees billed by PwC for services rendered to the Advisor and
service affiliates for the years ended December 31, 2005 and December 31, 2006
were $100,000 and $253,580, respectively.

The Audit Committee considered and concluded that the provision of non-audit
services to the Advisor and its affiliates that did not require pre-approval is
compatible with maintaining PwC's independence.

SHAREHOLDER APPROVAL

Proposal 1, the election of the Trustees, must be approved by a plurality of the
votes cast in person or by proxy at the Meeting at which a quorum exists. The
shareholders of each Issuer will vote separately for the election of Trustees.
The shareholders of each Issuer will vote together as a single class and the
voting power of the shares of each Fund that is a series of an Issuer will be
counted together in determining the results of the voting for Proposal 1.

THE BOARDS RECOMMEND THAT THE SHAREHOLDERS VOTE TO ELECT EACH OF THE NOMINEES.

PROPOSAL 2

APPROVAL OF A CHANGE IN THE FEE STRUCTURE OF THE ADVISOR CLASS SHARES OF THE
ADVISOR FUNDS

OVERVIEW AND RELATED INFORMATION

On December 8, 2006, the Boards approved a decrease of 25 basis points (0.25%)
in the Rule 12b-1 fee charged by the Advisor Class of the Advisor Funds while
simultaneously approving, subject to shareholder approval, an increase of 25
basis points in the unified management fee for the Advisor Class of the Advisor
Funds, resulting in no change to the total expense ratios. The decrease in the
Rule 12b-1 fee and corresponding increase in the unified management fee are
designed to move the fee for the provision of certain
recordkeeping/administrative services from the Rule 12b-1 fee to the unified
management fee. The recordkeeping/administrative services, which include the
provision of recordkeeping and related services that would otherwise be
performed by the Fund's transfer agent, may be performed by financial
intermediaries or by the Advisor or its affiliates. In circumstances in which
the recordkeeping/administrative services are performed by financial
intermediaries, the Advisor will pay such intermediaries all or part of the
recordkeeping/administrative fee for performing the services. The
recordkeeping/administrative services, which will not change, do not encompass
distribution-related services. This modification will make the fee structure of
the Advisor Class shares of the Advisor Funds more consistent with the other
share classes of the American Century Funds. Any reimbursement paid to financial
intermediaries for the provision of recordkeeping/administrative services will
now be paid out of the unified management fee received by the Advisor and not
the Rule 12b-1 fee.

CONSEQUENCES OF APPROVAL OF THE CHANGE IN FEE STRUCTURE

The proposed 25 basis point increase in the unified management fee is not
expected to have any effect on the total expense ratio of the Advisor Class
shares of the Advisor Funds. As previously noted, the 25 basis point increase in
the unified management fee will be offset by a corresponding decrease of 25
basis points in the Rule 12b-1 fee. If shareholders do not approve the increase
in the unified management fee, then the recordkeeping/administrative services
fee will continue to be paid out of the Rule 12b-1 fee and the proposed decrease
in the Rule 12b-1 fee will not take effect. If approved by shareholders, the
current advisory contracts of the Advisor Funds will be amended to reflect the
25 basis point increase in the unified management fee. Hereafter, the amended
contracts shall be referred to as the "New Advisory Agreements." If this
Proposal is not approved by one or more of the Advisor Classes of the Advisor
Funds, then American Century may elect not to proceed with the Proposal with
respect to some or all of the Advisor Funds.

This Proposal is part of a larger set of initiatives designed to streamline
American Century's mutual fund offerings and better align them with investor
buying preferences and market opportunities. As part of this larger set of
initiatives, the Boards recently approved a proposal to reclassify the A Class
shares of Diversified Bond, High-Yield and Prime Money Market as Advisor Class
shares of the same Funds, subject to the approval of the Change in Fee Structure
Proposal contained in this Proxy Statement. Pursuant to this reclassification,
the current A Class shares would cease to exist; the Change in Fee Structure
Proposal contained in this Proxy Statement would take effect; such shares would
be subject to a maximum 4.50% front-end sales load; and the Advisor Class shares
would be renamed as A Class shares. However, the front-end sales load will not
apply to current Advisor Class shareholders who purchase additional shares in
the same accounts. Additionally, after the Advisor Class shares have been
renamed as A Class shares, shareholders will be able to exchange their shares
for A Class shares of other American Century Funds.

- ------
16

Also as part of this larger set of initiatives, the Boards recently approved a
proposal to reclassify the Advisor Class shares of Tax-Free Bond and Utilities
as Investor Class shares of the same Funds. Advisor Class shareholders of these
Funds will receive a separate proxy statement/prospectus describing this
proposal in detail and will have an opportunity to vote on it. If approved by
the Advisor Class shareholders of these two Funds, Advisor Class shares would
cease to exist; the Change in Fee Structure Proposal contained in this Proxy
Statement would become moot; and therefore, even if approved, the Change In Fee
Structure Proposal would not take effect for Tax-Free Bond and Utilities.

Lastly, as part of this larger set of initiatives, it is anticipated that if the
Change in Fee Structure Proposal is approved, the Advisor Class shares of
International Bond, Disciplined Growth, Equity Growth, Global Gold, and Income
and Growth will be renamed as "A Class" shares. Additionally, it is anticipated
that a maximum front-end sales load of 5.75%, or 4.50% in the case of
International Bond, will be imposed on the renamed A Class shares. However, the
front-end sales load will not apply to current Advisor Class shareholders who
purchase additional shares in the same accounts. Additionally, after the Advisor
Class shares have been renamed as A Class shares, shareholders will be able to
exchange their shares for A Class shares of other American Century Funds.

INFORMATION REGARDING THE ADVISOR

American Century Investment Management, Inc. (the Advisor), located at 4500 Main
Street, Kansas City, Missouri 64111, is wholly owned by American Century
Companies, Inc. James E. Stowers, Jr. controls American Century Companies, Inc.
by virtue of his ownership of stock representing a majority of the total voting
power. Maryanne L. Roepke, Jon W. Zindel, Charles A. Etherington, David H.
Reinmiller and Otis H. Cowan are all officers of the Funds and the Advisor, but
are not directors of the Advisor, who own common stock of American Century
Companies, Inc.

The address for each officer and director of the Advisor is 4500 Main Street,
Kansas City, Missouri 64111. The following table lists the names, positions, and
principal occupations of the directors and principal executive officers of the
Advisor:

PRINCIPAL
NAME POSITIONS OCCUPATION
- --------------------------------------------------------------------------------
Enrique President, Chief Chief Investment Officer
Chang Executive Officer
and Chief
Investment
Officer
- --------------------------------------------------------------------------------
James E Director Founder, Co-Chairman, Director
Stowers, Jr. and Controlling Shareholder, ACC;
Director, ACIM, ACGIM, ACS, ACIS and
other ACC subsidiaries
- --------------------------------------------------------------------------------
Jonathan Director and President and Chief Executive
S. Thomas Executive Vice Officer, ACC; President, Chief
President Executive Officer, and Director, ACS;
Director, ACIM, ACGIM, ACIS and other
ACC subsidiaries
- --------------------------------------------------------------------------------

DESCRIPTION OF THE NEW ADVISORY AGREEMENTS

The Advisor currently acts as each Advisor Fund's advisor pursuant to Advisory
Agreements (the "Current Advisory Agreements"). The following table lists the
date of the Current Advisory Agreements, as well as the dates they were last
submitted to a vote of the shareholders and the purpose of the shareholder vote
for each Fund. Under the New Advisory Agreements, the Advisor will provide the
same advisory services to the Advisor Funds as under the Current Advisory
Agreements except that the provision of recordkeeping/administrative services
will now be provided for and paid for under the New Advisory Agreements.

DATE
CURRENT
ADVISORY
CURRENT AGREEMENT
ADVISORY LAST PURPOSE OF LAST
AGREEMENT SUBMITTED TO SUBMISSION TO
FUND DATE SHAREHOLDERS SHAREHOLDERS
- --------------------------------------------------------------------------------
Ginnie Mae 8/1/2006 7/30/1997 Approval of unified
management fee
- --------------------------------------------------------------------------------
Government 8/1/2006 7/30/1997 Approval of unified
Bond management fee
- --------------------------------------------------------------------------------
Inflation- 8/1/2006 7/30/1997 Approval of unified
Adjusted management fee
Bond
- --------------------------------------------------------------------------------
Short-Term 8/1/2006 7/30/1997 Approval of unified
Government management fee
- --------------------------------------------------------------------------------
International 8/1/2006 7/30/1997 Approval of unified
Bond management fee
- --------------------------------------------------------------------------------
Diversified 8/1/2006 7/30/1997 Approval of unified
Bond management fee
- --------------------------------------------------------------------------------
High-Yield 8/1/2006 1/31/2003 Initial shareholder consent
- --------------------------------------------------------------------------------
Prime 8/1/2006 7/30/1997 Approval of Management
Money Agreement with ACIM
Market
- --------------------------------------------------------------------------------
Tax-Free 8/1/2006 7/29/2005 Initial shareholder consent
Bond
- --------------------------------------------------------------------------------
Disciplined 8/1/2006 9/30/2005 Initial shareholder consent
Growth
- --------------------------------------------------------------------------------
Equity 8/1/2006 4/26/2004 Approval of Management
Growth Agreement due to change in
domicile
- --------------------------------------------------------------------------------

- ------
17

DATE CURRENT
ADVISORY
CURRENT AGREEMENT
ADVISORY LAST PURPOSE OF LAST
AGREEMENT SUBMITTED TO SUBMISSION
FUND DATE SHAREHOLDERS TO SHAREHOLDERS
- --------------------------------------------------------------------------------
Global 8/1/2006 4/26/2004 Approval of Management
Gold Agreement due to change in
domicile
- --------------------------------------------------------------------------------
Income 8/1/2006 4/26/2004 Approval of Management
& Growth Agreement due to change in
domicile
- --------------------------------------------------------------------------------
Small 8/1/2006 4/26/2004 Approval of Management
Company Agreement due to change in
domicile
- --------------------------------------------------------------------------------
Utilities 8/1/2006 4/26/2004 Approval of Management
Agreement due to change in
domicile
- --------------------------------------------------------------------------------
Target 8/1/2006 7/30/1997 Approval of unified management
2010 fee
- --------------------------------------------------------------------------------
Target 8/1/2006 7/30/1997 Approval of unified management
2015 fee
- --------------------------------------------------------------------------------
Target 8/1/2006 7/30/1997 Approval of unified management
2020 fee
- --------------------------------------------------------------------------------
Target 8/1/2006 7/30/1997 Approval of unified management
2025 fee
- --------------------------------------------------------------------------------

COMPARISON OF THE CURRENT ADVISORY AGREEMENTS AND THE NEW ADVISORY AGREEMENTS

The terms of each New Advisory Agreement are identical to those of the
corresponding Current Advisory Agreement, except for the management fees
payable, which have been increased by 25 basis points to account for the
transfer of the recordkeeping/administrative reimbursements from the Rule 12b-1
fee to the unified management fee, and the effective and termination dates. The
New Advisory Agreements will continue in effect from year to year if such
continuance is approved for the Funds at least annually in the manner required
by the 1940 Act and the rules and regulations thereunder. Please see Exhibit C
for the current rate of compensation paid under the Current Advisory Agreements
for each Advisor Fund and the pro forma fees to be paid under the New Advisory
Agreements after giving effect to the Change in Fee Structure Proposal.

ADVISORY SERVICES

The services to be provided by the Advisor to the Advisor Funds under the New
Advisory Agreements will be identical to those services that were provided by
the Advisor under the Current Advisory Agreements except that the provision of
recordkeeping/administrative services will now be provided for and paid for
under the New Advisory Agreements. Both the Current Advisory Agreements and the
New Advisory Agreements provide that the Advisor will: (i) decide what
securities to buy and sell for each Advisor Fund's portfolio and (ii) select
brokers and dealers to carry out portfolio securities transactions for each
Advisor Fund.

EXPENSES

The provisions of the New Advisory Agreements regarding expenses are identical
to the provisions of the Current Advisory Agreements. Under the terms of the
Current Advisory Agreements and the New Advisory Agreements, the Advisor will
bear all expenses incurred by it in the performance of its responsibilities.
Each Advisor Fund is responsible for custody fees and other charges and expenses
of each Advisor Fund's operations such as compensation of the Independent
Trustees, independent accountants and legal counsel of the Independent Trustees.

COMPENSATION

The following table shows the aggregate amount paid by each Fund under the
unified management fee and Rule 12b-1 fee for 2006, and the aggregate amount
that would have been paid if the proposed unified management fee and Rule 12b-1
fee had been in effect during 2006.

- ------
18

NET $
CHANGE
AND
UNIFIED UNIFIED NET % RULE RULE NET TOTAL
MANAGEMENT MANAGEMENT CHANGE 12B-1 12B-1 DECREASE NET
FEE FEE IN UNIFIED FEE FEE IN RULE CHANGE
BEFORE AFTER MANAGEMENT BEFORE AFTER 12B-1 IN
FUND CHANGE CHANGE FEE DECREASE DECREASE FEES FEES
- -----------------------------------------------------------------------------------------------
International $328,170 $473,291 $145,121 $290,242 $145,121 ($145,121) $0
Bond
44.22%
- -----------------------------------------------------------------------------------------------
Diversified $20,301 $34,138 $13,837 $27,674 $13,837 ($13,837) $0
Bond
68.16%
- -----------------------------------------------------------------------------------------------
High-Yield $2,478 $3,483 $1,005 $2,010 $1,005 ($1,005) $0
40.56%
- -----------------------------------------------------------------------------------------------
Prime $9,837 $17,458 $7,621 $15,242 $7,621 ($7,621) $0
Money
Market
77.47%
- -----------------------------------------------------------------------------------------------
Tax-Free $48 $100 $52 $104 $52 ($52) $0
Bond
108.33%
- -----------------------------------------------------------------------------------------------
Disciplined $4,326 $5,734 $1,408 $2,816 $1,408 ($1,408) $0
Growth
32.55%
- -----------------------------------------------------------------------------------------------
Equity $1,465,461 $2,341,585 $876,124 $1,752,248 $876,124 ($876,124) $0
Growth
59.78%
- -----------------------------------------------------------------------------------------------
Global $23,056 $36,841 $13,785 $27,570 $13,785 ($13,785) $0
Gold
59.79%
- -----------------------------------------------------------------------------------------------
Income & $2,902,457 $4,638,057 $1,735,600 $3,471,200 $1,735,600 ($1,735,600) $0
Growth
59.80%
- -----------------------------------------------------------------------------------------------
Small $2,352,834 $3,304,540 $951,706 $1,903,412 $951,706 ($951,706) $0
Company
40.45%
- -----------------------------------------------------------------------------------------------
Utilities $21,460 $34,295 $12,835 $25,670 $12,835 ($12,835) $0
59.81%
- -----------------------------------------------------------------------------------------------
Target $18,806 $33,688 $14,882 $29,764 $14,882 ($14,882) $0
Maturities
Trust: 2010
79.13%
- -----------------------------------------------------------------------------------------------
Target $4,096 $7,338 $3,242 $6,484 $3,242 ($3,242) $0
Maturities
Trust: 2015
79.15%
- -----------------------------------------------------------------------------------------------
Target $32,720 $58,615 $25,895 $51,790 $25,895 ($25,895) $0
Maturities
Trust: 2020
79.14%
- -----------------------------------------------------------------------------------------------
Target $39,505 $70,783 $31,278 $62,556 $31,278 ($31,278) $0
Maturities
Trust: 2025
79.17%
- -----------------------------------------------------------------------------------------------

ADVISORY SERVICES TO OTHER FUNDS

The following table provides information regarding mutual funds for which the
Advisor provides sub-advisory services and that have investment objectives and
strategies that are similar to those of the Advisor Funds. All of the
information below is provided for the calendar year ended December 31, 2006.

- ------
19

EFFECTIVE
MANAGEMENT
FEE (AS A
PERCENTAGE
ACTUAL OF AVERAGE
YTD AVERAGE MANAGEMENT DAILY NET
FUND NET ASSETS FEE ASSETS)
- -------------------------------------------------------------------------------
The following funds are managed (or in some cases, a particular slice
of the assets of a fund is managed) pursuant to a similar investment strategy
as Income & Growth.
- -------------------------------------------------------------------------------
AST American $372,676,038 $1,353,823 0.363%
Century
Income &
Growth Portfolio
- -------------------------------------------------------------------------------
VALIC Core $233,377,043 $1,007,807 0.432%
Value
- -------------------------------------------------------------------------------
MML Income $117,325,698 $507,792 0.430%
& Growth Fund
- -------------------------------------------------------------------------------
Mainstay VP $109,723,465 $433,669 0.395%
Income &
Growth Portfolio
- -------------------------------------------------------------------------------
The following funds are managed (or in some cases, a particular slice of the
assets of a fund is managed) pursuant to a similar investment strategy
as Small Company.
- -------------------------------------------------------------------------------
VALIC Small $210,138,135(1) $1,239,110 0.590%
Cap Fund
- -------------------------------------------------------------------------------
GVIT Small $172,018,143(1) $1,030,820 0.599%
Company
Fund
- -------------------------------------------------------------------------------
RiverSource $104,159,772(1) $636,446 0.611%
Small Cap
Equity Fund
- -------------------------------------------------------------------------------
John Hancock $91,068,808 $536,623 0.589%
Small Company
Fund
- -------------------------------------------------------------------------------
John Hancock $66,380,728 $390,963 0.589%
Small Company
Trust
- -------------------------------------------------------------------------------

(1) FUND ASSETS ARE MANAGED BY A NUMBER OF INVESTMENT MANAGERS. ONLY ASSETS
OF THE FUND MANAGED BY THE ADVISOR ARE INCLUDED.

BASIS FOR THE BOARDS' APPROVAL OF THE NEW ADVISORY AGREEMENTS

At a meeting held on December 8, 2006, the Boards, including the Independent
Trustees, considered and approved the proposed increase to the unified
management fee of the Advisor Class shares of the Advisor Funds and accordingly
approved the New Advisory Agreements for each Advisor Fund. In approving the New
Advisory Agreements, the Boards considered the following factors:

* that the increase in the unified management fee is being proposed in
connection with a simultaneous decrease in the Rule 12b-1 fees of the Advisor
Class;

* that there is not expected to be any change in the total expense ratio of
the Advisor Class as a result of the increase in the unified management fee;

* that if the proposed New Advisory Agreements are approved by shareholders
of the Advisor Class of International Bond, Disciplined Growth, Equity
Growth, Global Gold, and Income and Growth, it is anticipated that the
Advisor Class shares will be renamed A Class shares, and a front-end sales
load would be added to the class; but would also result in the load being
waived for the accounts of current shareholders of those Advisor Classes who
purchase future A Class shares through the same accounts; and

* that the increase in the unified management fee of the Advisor Class will
make the class fee structure more consistent with the fee structure of other
share classes of the American Century Funds and industry practices.

At the meeting, after considering all information presented, the Boards,
including the Independent Trustees, approved each New Advisory Agreement and
determined to recommend that shareholders approve the New Advisory Agreements.
No single factor was determinative in the Boards' analysis. The following
summary describes the most important, but not all, of the factors considered by
the Boards.

SERVICES TO BE PROVIDED

The Boards considered the services to be provided in consideration for the 25
basis point increase in the unified management fee. The Boards noted that the
recordkeeping/administrative services provided in consideration for the 25 basis
points would not change. Instead the recordkeeping/administrative services would
now be paid as part of the unified management fee instead of the Rule 12b-1 fee.
The recordkeeping/administrative services, which include the provision of
recordkeeping and related services that would otherwise be performed by the
Funds' transfer agent, may be performed by financial intermediaries or by the
Advisor or its affiliates. In circumstances in which the
recordkeeping/administrative services are performed by financial intermediaries,
the Advisor will pay such intermediaries all or part of the
recordkeeping/administrative fee for performing the services.

- ------
20

COSTS AND PROFITABILITY

The Boards did not request any specific information regarding the costs of the
services to be provided in consideration of the 25 basis point increase in the
unified management fee because the Boards had previously reviewed the nature,
scope and costs associated with the provision of the
recordkeeping/administrative services as part of its approval of the Rule 12b-1
plan on behalf of the Advisor Funds. The Boards had previously found the 25
basis point fee for recordkeeping/administrative services to be reasonable in
light of the scope and nature of the services provided.

BENEFITS TO THE ADVISOR

The Boards considered the information presented regarding the benefits to the
Advisor from the increase in the unified management fee. The Boards noted that
the 25 basis point increase in the unified management fee would be paid out by
the Advisor to the financial intermediary providing the
recordkeeping/administrative services to the beneficial owner of the shares. The
increased fee would only be retained by the Advisor to the extent that it was
providing the recordkeeping/administrative services on behalf of shareholders.
Currently, the Advisor retains the fee only to the extent it provides the
recordkeeping/administrative services on behalf of shareholders. Therefore,
there would not be a change in the amount the Advisor retains.

ECONOMIES OF SCALE

The Boards considered that the total expense ratio of the Advisor Class would
not change as a result of the increase in the unified management fee due to the
corresponding decrease in the Rule 12b-1 fee. The Boards considered that it was
necessary to pay financial intermediaries a fee for providing
recordkeeping/administrative services to shareholders and that the payment of
such a fee by the Advisor Funds could help them increase their assets and
therefore potentially enable shareholders to realize future economies of scale.
The Boards recognized, however, that the proposal would not increase payments to
financial intermediaries.

Additional information regarding the factors the Boards considered in their
annual renewal of advisory contracts on behalf of the Advisor Funds can be found
in the report to shareholders for each respective Advisor Fund. To request a
report of an Advisor Fund please call the following number: 1-800-345-2021.

AFFILIATED BROKERAGE

American Century Investment Services Inc., the Funds' distributor, and the
Advisor are wholly owned, directly or indirectly, by ACC. JPMorgan Chase & Co.
(JPM) is an equity investor in ACC. The funds paid J.P. Morgan Securities Inc.
(JPMS), a subsidiary of JPM, the following brokerage commissions:

PERCENTAGE OF
AGGREGATE AGGREGATE
AMOUNT OF BROKERAGE
COMMISSIONS COMMISSIONS
PAID TO PAID TO
FISCAL AFFILIATED AFFILIATED
FUND YEAR END BROKERS BROKERS
- --------------------------------------------------------------------------------
Global 12/31/06 $4,480 0.46%
Gold
- --------------------------------------------------------------------------------
Income & 12/31/06 $15,639 0.47%
Growth
- --------------------------------------------------------------------------------
Small 12/31/06 $9,443 0.36%
Company
- --------------------------------------------------------------------------------

SHAREHOLDER APPROVAL

Proposal 2, the approval of the change to the Advisor Class fee structure, must
be approved in accordance with Section 15(a) of the 1940 Act, which requires the
approval of the lesser of (i) more than 50% of the outstanding shares of the
applicable class or (ii) 67% or more of the shares of that class present or
represented by proxy at the Meeting if more than 50% of such shares are present
or represented by proxy. The shareholders of the Advisor Class of each of the
Advisor Funds will vote separately on Proposal 2.

THE TRUSTEES OF THE ADVISOR FUNDS RECOMMEND THAT THE SHAREHOLDERS OF THE ADVISOR
CLASS OF EACH ADVISOR FUND VOTE TO APPROVE THE CHANGE TO THE ADVISOR CLASS FEE
STRUCTURE.

OTHER INFORMATION

MEETINGS OF SHAREHOLDERS

The Funds are not required to hold annual shareholder meetings, unless required
to do so in order to elect trustees/directors and for such other purposes as may
be prescribed by law or the Funds' Declarations of Trust/Articles of
Incorporation. Special meetings of the shareholders may be called by the Boards
for the purpose of taking action upon any other matter deemed by the Boards to
be necessary or desirable. A meeting of the shareholders may be held at any
place designated by the Boards. Written notice of any meeting is required to be
given by the trustees/directors.

- ------
21

This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Boards (including, with respect to Proposal 1, the Nominees to
the Boards). Proxies may be solicited by officers of the Funds and the Advisor,
as well as their affiliates, employees and agents. In addition, financial
intermediaries may solicit the proxy of the beneficial owners of the shares. It
is anticipated that the solicitation of proxies will be primarily by mail,
internet, telephone, facsimile or personal interview. Shareholders who
communicate proxies by telephone or by other electronic means have the same
power and authority to issue, revoke or otherwise change their voting
instructions as shareholders submitting proxies in written form. Telephonic
solicitations will follow procedures designed to ensure accuracy and prevent
fraud. The Advisor or an affiliate thereof may reimburse banks, brokers and
others for their reasonable expenses in forwarding proxy solicitation materials
to beneficial owners of Fund shares, and may reimburse certain officers or
employees that it may employ for their reasonable expenses in assisting in the
solicitation of proxies from such beneficial owners. The expenses associated
with the Proposals of this Proxy Statement will be paid by American Century.
Such expenses include: (a) expenses associated with the preparation and filing
of this Proxy Statement; (b) postage; (c) printing; (d) accounting fees; (e)
legal fees incurred in the preparation of the Proxy Statement; (f) solicitation
costs; and (g) other related administrative or operational costs.

American Century Services, LLC, the transfer agent and administrator of the
Funds, has entered into a contract with ADP Investor Communication Services,
Inc. ("ADP") pursuant to which ADP will provide certain project management,
telephone solicitation, and internet and telephonic voting services in addition
to providing for the printing and mailing of the proxy statement. The fees to be
paid to ADP by American Century Services, LLC under the contract are estimated
to be $1.9 million in the aggregate.

DATE, TIME AND PLACE OF MEETING

The Meeting will be held on June 27, 2007 at 10:30 a.m., Central Time at the
principal executive offices of American Century, 4500 Main Street, Kansas City,
Missouri 64111.

USE AND REVOCATION OF PROXIES

A shareholder executing and returning a proxy has the power to revoke it at any
time prior to its exercise by executing a superseding proxy (i.e., a later-dated
and signed proxy), by submitting a notice of revocation to the Secretary of the
Funds or by subsequently registering his or her vote by telephone or over the
Internet. In addition, although mere attendance at the Meeting will not revoke a
proxy, a shareholder of record present at the Meeting may withdraw his or her
proxy and vote in person. All shares represented by properly executed proxies
received at or prior to the Meeting, unless such proxies previously have been
revoked, will be voted at the Meeting in accordance with the directions on the
proxies. If no direction is indicated on a properly executed proxy, such shares
will be voted "FOR" approval of the Proposal(s). It is not anticipated that any
matters other than the approval of the Proposals will be brought before the
Meeting. If, however, any other business properly is brought before the Meeting,
proxies will be voted in accordance with the judgment of the persons designated
on such proxies.

VOTING RIGHTS AND REQUIRED VOTES

A quorum of shareholders is necessary to hold a valid meeting. Shareholders
entitled to vote one-third of the issued and outstanding shares of each Issuer
or Class must be present in person or by proxy, to constitute a quorum for
purposes of voting on proposals relating to that Issuer or Class. Shareholders
are entitled to one vote per dollar of net asset value represented by their
shares, with fractional dollars voting proportionally. Shareholders of each
Issuer vote separately on Proposal 1 (Election of Trustees/Directors). Holders
of Advisor Class shares of the Advisor Funds vote separately on Proposal 2
(Change in Advisor Class Fee Structure). Approval of Proposal 1 requires the
approval of a plurality of the votes cast in person or by proxy at the Meeting
at which a quorum exists. Approval of Proposal 2 requires the approval of the
lesser of (i) more than 50% of the outstanding shares of the Advisor Class of
the applicable Fund or (ii) 67% or more of the shares of that Class present or
represented by proxy at the Meeting if more than 50% of such shares are present
or represented by proxy. Broker-dealer firms holding shares of any of the funds
in "street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares before
the Meeting. Each Issuer or Class will include shares held of record by
broker-dealers as to which such authority has been granted in its tabulation of
the total number of shares present for purposes of determining whether the
necessary quorum of shareholders exists. Properly executed proxies that are
returned but that are marked "abstain" or with respect to which a broker-dealer
has declined to vote on any proposal ("broker non-votes") will be treated as
shares that are present but which have not been voted. For this reason,
abstentions and broker non-votes will have the effect of a "no" vote for
purposes of obtaining the requisite approval of the proposals. In the event that
a quorum is not present or in the event that a quorum is present but sufficient
votes in favor of a Proposal have not been received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies as to any Proposal without further notice other than by
announcement at the Meeting. Any adjournment of the Meeting for the further

- ------
22

solicitation of proxies for a Proposal will require the affirmative vote of a
majority of the total number of shares entitled to vote on the Proposal that are
present in person or by proxy at the Meeting to be adjourned. However, if the
Meeting is adjourned for more than sixty days, then the Funds are required to
send a new notice to shareholders of American Century California Tax-Free and
Municipal Funds, American Century International Bond Funds, American Century
Investment Trust, American Century Government Income Trust, American Century
Municipal Trust and American Century Target Maturities Trust. If the Meeting is
adjourned for more than ninety days, then the Funds are required to send a
notice to shareholders of American Century Quantitative Equity Funds, Inc. and
American Century Variable Portfolios II, Inc.

OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS

Only holders of record of shares of the Issuers at the close of business on
April 13, 2007 (the "Record Date") are entitled to vote on Proposal 1 at the
Meeting or any adjournment thereof. The following table sets forth the number of
shares of each Issuer issued and outstanding and the number of votes entitled to
be cast as of the close of business on March 15, 2007.

NUMBER OF
VOTES ENTITLED
SHARE OUTSTANDING TO BE CAST ($1
ISSUER CLASS SHARES EQUALS 1 VOTE)
- --------------------------------------------------------------------------------
American Century
California Tax-Free
and Municipal Funds All classes 657,085,460 2,172,148,596
- --------------------------------------------------------------------------------
American Century
Government Income
Trust All classes 3,618,061,094 7,211,445,358
- --------------------------------------------------------------------------------
American Century
International Bond
Funds All classes 111,400,390 1,545,562,833
- --------------------------------------------------------------------------------
American Century
Investment Trust All classes 3,318,050,652 4,495,619,879
- --------------------------------------------------------------------------------
American Century
Municipal Trust All classes 384,197,888 1,386,904,737
- --------------------------------------------------------------------------------
American Century
Quantitative Equity
Funds, Inc. All classes 542,491,729 11,241,071,777
- --------------------------------------------------------------------------------
American Century
Target Maturities Trust All classes 14,595,581 963,565,025
- --------------------------------------------------------------------------------
American Century
Variable Portfolios
II, Inc. All classes 51,827,536 529,617,347
- --------------------------------------------------------------------------------

Only holders of record of shares of the Advisor Class of the Advisor Funds at
the close of business on April 13, 2007 (the "Record Date") are entitled to vote
on Proposal 2 at the Meeting or any adjournment thereof. The following table
sets forth the number of shares of each Advisor Class of the Advisor Funds
issued and outstanding and the number of votes entitled to be cast as of the
close of business on March 15, 2007.

NUMBER OF
VOTES ENTITLED
SHARE OUTSTANDING TO BE CAST ($1
FUND NAME CLASS SHARES EQUALS 1 VOTE)
- --------------------------------------------------------------------------------
Ginnie Mae Advisor Class 8,463,347 86,365,973
- --------------------------------------------------------------------------------
Government Advisor Class 3,838,195 40,250,474
Bond
- --------------------------------------------------------------------------------
Inflation- Advisor Class 39,504,204 427,320,874
Adjusted
Bond
- --------------------------------------------------------------------------------
Short-Term Advisor Class 2,870,672 26,912,948
Government
- --------------------------------------------------------------------------------
International Advisor Class 5,186,259 71,890,969
Bond
- --------------------------------------------------------------------------------
Diversified Advisor Class 357,392 3,595,854
Bond
- --------------------------------------------------------------------------------
High-Yield Advisor Class 124,849 808,763
- --------------------------------------------------------------------------------
Prime Money Advisor Class 4,032,129 4,032,795
Market
- --------------------------------------------------------------------------------
Tax-Free Advisor Class 33,627 363,666
Bond
- --------------------------------------------------------------------------------
Disciplined Advisor Class 82,834 957,824
Growth
- --------------------------------------------------------------------------------
Equity Advisor Class 17,572,895 438,821,343
Growth
- --------------------------------------------------------------------------------
Global Gold Advisor Class 320,965 5,890,890
- --------------------------------------------------------------------------------
Income & Advisor Class 20,865,325 666,434,682
Growth
- --------------------------------------------------------------------------------
Small Advisor Class 35,705,750 353,595,695
Company
- --------------------------------------------------------------------------------
Utilities Advisor Class 343,805 5,814,694
- --------------------------------------------------------------------------------
Target Advisor Class 78,701 7,106,247
Maturities
Trust: 2010
- --------------------------------------------------------------------------------
Target Advisor Class 68,540 5,381,200
Maturities
Trust: 2015
- --------------------------------------------------------------------------------
Target Advisor Class 198,933 11,833,442
Maturities
Trust: 2020
- --------------------------------------------------------------------------------
Target Advisor Class 509,711 26,453,947
Maturities
Trust: 2025
- --------------------------------------------------------------------------------

Exhibit B to this Proxy Statement lists those persons who, as of March 15, 2007,
owned of record or beneficially 5% or more of the outstanding shares of any
Class of a Fund.

- ------
23

OTHER SERVICE PROVIDERS

American Century Services, LLC, 4500 Main Street, Kansas City, Missouri 64111,
an affiliate of the Advisor, serves as transfer agent and administrator of the
American Century Funds. American Century Investment Services, Inc., 4500 Main
Street, Kansas City, Missouri 64111, an affiliate of the Advisor, serves as
distributor to the American Century Funds.

WHERE TO FIND ADDITIONAL INFORMATION

The Issuers are subject to the informational requirements of the Securities Act
of 1933, the Securities Exchange Act of 1934, and the 1940 Act, and in
accordance therewith file reports and other information with the SEC. Reports,
proxy and information statements, and other information filed by the Issuers, on
behalf of the Funds, can be obtained by calling or writing the Funds and can
also be inspected and copied by the public at the public reference facilities
maintained by the SEC in Washington, DC located at Room 1580, 100 F Street,
N.E., Washington DC 20549. Copies of such material can be obtained at prescribed
rates from the Public Reference Branch, Office of Consumer Affairs and
Information Services, SEC, Washington DC 20549, or obtained electronically from
the EDGAR database on the SEC's website (www.sec.gov).

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY

The Issuers are not required, and do not intend, to hold regular annual meetings
of shareholders. Shareholders wishing to submit proposals for consideration for
inclusion in a Proxy Statement for the next meeting of shareholders should send
their written proposals to Corporate Secretary, American Century Funds, P.O. Box
418210, Kansas City, Missouri, 64141-9210, or by e-mail to
corporatesecretary@americancentury.com so that they are received within a
reasonable time before any such meeting.

No business other than the matters described above is expected to come before
the Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment or postponement of the Meeting, the
persons named on the enclosed proxy card(s) will vote on such matters according
to their best judgment in the interests of the Issuers.

SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD(S)
AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES.

- ------
24

EXHIBIT A

EQUITY OWNERSHIP OF NOMINEES

AGGREGATE DOLLAR
RANGE OF
EQUITY SECURITIES
IN ALL REGISTERED
INVESTMENT
COMPANIES
OVERSEEN OR
TO BE OVERSEEN
BY NOMINEE IN
FAMILY OF
NAME OF FUND NAME/(DOLLAR RANGE INVESTMENT
NOMINEE OF EQUITY SECURITIES IN FUND)* COMPANIES
- --------------------------------------------------------------------------------
John American Century $10,001-
Freidenrich Investment Trust $50,000
Premium Money Market
($10,001 - $50,000)
- --------------------------------------------------------------------------------
Ronald J. American Century More than
Gilson California Tax-Free $100,000
and Municipal Funds
California High-Yield
Municipal
($50,001-100,000)
California Tax-Free Bond
($10,001-$50,000)
California Tax-Free
Money Market
(More than $100,000)
American Century
Government Income Trust
Capital Preservation Fund
($50,001-$100,000)
Short-Term
Government Fund
(More than $100,000)
American Century
International Bond Funds
International Bond
($1-$10,000)
American Century
Investment Trust
Diversified Bond
($50,001-$100,000)
High-Yield Bond
($1-$10,000)
American Century
Quantitative Equity
Funds, Inc.
Global Gold ($1-$10,000)
Equity Growth
(More than $100,000)
Small Company
($10,001-$50,000)
American Century
Target Maturities Trust
Target 2025 ($1-$10,000)
- --------------------------------------------------------------------------------
Kathryn American Century More than
A. Hall Quantitative Equity $100,000
Funds, Inc.
Income & Growth
(More than $100,000)
- --------------------------------------------------------------------------------
Peter F. None None
Pervere
- --------------------------------------------------------------------------------
Myron S. American Century More than
Scholes California Tax-Free $100,000
and Municipal Funds
California Tax-Free
Money Market ($1-10,000)
American Century
Government Income Trust
Capital Preservation Fund
($10,001-$50,000)
Government Agency
Money Market Fund
($10,001-$50,000)
American Century
Quantitative Equity
Funds, Inc.
Equity Growth
(More than $100,000)
Income & Growth
(More than $100,000)
Small Company
($10,001-$50,000)
- --------------------------------------------------------------------------------
John B. American Century More than
Shoven Quantitative Equity $100,000
Funds, Inc.
Income & Growth
(More than $100,000)
- --------------------------------------------------------------------------------
Jonathan American Century More than
S. Thomas Investment Trust $100,000
High Yield ($1-$10,000)
American Century
Municipal Trust
Tax-Free Money Market
(More than $100,000)
American Century
Target Maturities Trust
Target 2020
($10,001-$50,000)
- --------------------------------------------------------------------------------
Jeanne D. American Century More than
Wohlers California Tax-Free $100,000
and Municipal Funds
California Tax-Free
Money Market
(More than $100,000)
American Century
Government Income
Trust
Government Agency
Money Market Fund
($10,001-$50,000)
American Century
Quantitative Equity
Funds, Inc.
Equity Growth
(More than $100,000)
- --------------------------------------------------------------------------------

*NOTE - FUNDS NOT LISTED ARE FUNDS IN WHICH NO SECURITIES ARE OWNED BY THE
NOMINEES.

- ------
A-1

EXHIBIT B

SIGNIFICANT SHAREHOLDERS

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS

MLPF&S Inc. 12% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
B Class
MLPF&S Inc. 20% 0%
Jacksonville, Florida

Howard Tung and 9% 0%
Rachel P. Tung
Rcho Santa Fe, California

Pershing LLC 7% 0%
Jersey City, New Jersey

American Enterprise 6% 0%
Investment Svcs
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
C Class
MLPF&S Inc. 47% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
California Limited-Term Tax-Free
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. 27% 0%
San Francisco, California

National Inv Svcs Corp 9% 0%
New York, New York

National Financial 7% 0%
Services Corp.
New York, New York
- --------------------------------------------------------------------------------
California Long-Term Tax-Free
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. 10% 0%
San Francisco, California
- --------------------------------------------------------------------------------
California Tax-Free Bond
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. 25% 0%
San Francisco, California
- --------------------------------------------------------------------------------
California Tax-Free Money Market
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------

(1) IF SHARES ARE REGISTERED IN AN INDIVIDUAL'S NAME OR IN THE NAME OF AN
INTERMEDIARY FOR THE BENEFIT OF A NAMED PARTY, WE REPORT THESE SHARES AS
BEING BENEFICIALLY OWNED. OTHERWISE, AMERICAN CENTURY HAS NO INFORMATION
CONCERNING BENEFICIAL OWNERSHIP OF FUND SHARES.

- ------
B-1

AMERICAN CENTURY GOVERNMENT INCOME TRUST

Saxon & Company 10% 0%
Philadelphia, Pennsylvania

American Century Serv Corp 9% 0%
Schwab-Moderately
Aggressive
Ginnie Mae Advisor Omnibus
Kansas City, Missouri

AMFO & Co 9% 0%
Kansas City, Missouri
- --------------------------------------------------------------------------------
Government Agency Money Market
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
Advisor Class
Patterson & Co 8% 0%
FBO Contra Costa FCU 401K
Charlotte, North Carolina

Union Bank Trust 8% 0%
Nominee TS Keenan
Relationship
San Diego, California

Patterson & Co 7% 0%
FBO Pacific Mechanical
Corporation 401K
Charlotte, North Carolina

Patterson & Co 5% 0%
FBO Baycorr Packaging Inc.
Charlotte, North Carolina
- --------------------------------------------------------------------------------
Government Bond
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. Inc. 18% 0%
San Francisco, California

USAA Investment 13% 0%
Management Inc.
San Antonio, Texas
- --------------------------------------------------------------------------------

- ------
B-2

National Financial 18% 0%
Services LLC
New York, New York

Mitra & Co. 8% 0%
Milwaukee, Wisconsin

Patterson & Co 5% 0%
FBO Various Clients
Charlotte, North Carolina

Orchard Trust Company 5% 0%
Greenwood Village, Colorado

AIG Federal Savings Bank 5% 0%
Trust County of Riverside
Houston, Texas
- --------------------------------------------------------------------------------
Inflation-Adjusted Bond
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. Inc. 27% 0%
San Francisco, California

MLPF&S 9% 0%
Jacksonville, Florida

National Financial 9% 0%
Services Corporation
New York, New York
- --------------------------------------------------------------------------------
Institutional Class
State Street Bank 39% 0%
& Trust Co. TTEE
FBO Towers Perrin
Deferred PSP
Westwood, Massachusetts

Charles Schwab & Co. Inc. 23% 0%
San Francisco, California

American Century Serv Corp 10% 0%
LIVESTRONG(TM)
2025 Portfolio
Inflation-Adjusted
Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 9% 0%
LIVESTRONG(TM)
2015 Portfolio
Inflation-Adjusted
Bond Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co. Inc. 55% 0%
San Francisco, California

National Financial 6% 0%
Services LLC
New York, New York

Nationwide Trust Company 6% 0%
Columbus, Ohio
- --------------------------------------------------------------------------------

- ------
B-3

Stowers Institute for Resource 16% 0%
Development, Inc.
Kansas City, Missouri

Stowers Research 16% 0%
Management, Inc.
Kansas City, Missouri

Biomed Valley Discoveries, Inc. 5% 0%
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
National Financial 31% 0%
Services LLC
New York, New York

Nationwide Trust 27% 0%
Company FSB
Columbus, Ohio

Charles Schwab & Co. Inc. 20% 0%
San Francisco, California

Nationwide Insurance 16% 0%
Company QPVA
Columbus, Ohio
- --------------------------------------------------------------------------------

AMERICAN CENTURY INTERNATIONAL BOND FUNDS

Citigroup Global Markets Inc. 18% 0%
New York, NY

National Financial 15% 0%
Services Corp.
New York, NY

Pershing LLC 6% 0%
Jersey City, New Jersey
- --------------------------------------------------------------------------------
Institutional Class
SEI Private Trust Company 64% 0%
Oaks, Pennsylvania

American Century Serv. Corp. 9% 9%
My Retirement 2015 Portfolio
Kansas City, MO

Commerce FBO Mori & Co 7% 0%
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co. Inc. 74% 0%
San Francisco, California

Smith Barney 401K 5% 0%
Advisor Group Citigroup
Institutional Trust
Somerset, New Jersey
- --------------------------------------------------------------------------------

- ------
B-4

AMERICAN CENTURY INVESTMENT TRUST

PERCENTAGE OF PERCENTAGE OF
OUTSTANDING OUTSTANDING
FUND/ SHARES OWNED SHARES OWNED
CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1)
- --------------------------------------------------------------------------------
Core Plus
- --------------------------------------------------------------------------------
Investor Class
American Century Investment 99.99% 99.99%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Institutional Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
B Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
C Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Diversified Bond
- --------------------------------------------------------------------------------
Investor Class
American Century Serv Corp 32% 32%
One Choice Portfolio
Moderate Omnibus
Kansas City, Missouri

American Century Serv Corp 19% 19%
One Choice Portfolio
Conservative Omnibus
Kansas City, Missouri

American Century Serv Corp 13% 13%
One Choice Portfolio
Aggressive Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------
Institutional Class
JPMorgan Chase 21% 0%
Bank Trustee
Texas Health Retirement
Program
Kansas City, Missouri

American Century Serv Corp 9% 0%
KPESP 2009 Moderate
Premium Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 8% 0%
KPESP Short Term
Premium Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 7% 0%
KPESP 2009 Aggressive
Premium Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 7% 0%
KPESP 2012 Moderate
Premium Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 6% 0%
KPESP 2012 Aggressive
Premium Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 5% 0%
KPESP 2015 Moderate
Premium Bond Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-5

American Enterprise 9% 0%
Investment Svcs
Minneapolis, Minnesota

American Enterprise 6% 0%
Investment Svcs
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
C Class
Citigroup Global Markets Inc. 21% 0%
New York, New York

MLPF&S Inc. 17% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
R Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
Saxon & Co. 19% 0%
Philadelphia, Pennsylvania

Pershing LLC 18% 0%
Jersey City, New Jersey

Reliance Trust Co. 10% 0%
FBO Klauber Brothers
Atlanta, Georgia

Charles Schwab & Co. Inc. 7% 0%
San Francisco, California

Reliance Trust Co Cust 7% 0%
FBO Avail Medical Products
Atlanta, Georgia
- --------------------------------------------------------------------------------
NT Diversified Bond
- --------------------------------------------------------------------------------
Institutional Class
American Century Serv Port 36% 36%
LIVESTRONG(TM) 2025
Portfolio NT Diversified
Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 32% 32%
LIVESTRONG(TM) 2015
Portfolio NT Diversified
Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 14% 14%
LIVESTRONG(TM) 2035
Portfolio NT Diversified
Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 12% 12%
LIVESTRONG(TM) Income
Portfolio NT Diversified
Bond Omnibus
Kansas City, Missouri

American Century Serv Corp 6% 6%
LIVESTRONG(TM) 2045
Portfolio NT Diversified
Bond Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-6

American Century Serv Corp 24% 24%
One Choice Portfolio
Moderate Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------
Institutional Class
American Century Serv Corp 34% 34%
LIVESTRONG(TM) 2025
Portfolio High-Yield Omnibus
Kansas City, Missouri

American Century Serv Corp 29% 29%
LIVESTRONG(TM) 2015
Portfolio High-Yield Omnibus
Kansas City, Missouri

American Century Serv Corp 12% 12%
LIVESTRONG(TM) 2035
Portfolio High-Yield Omnibus
Kansas City, Missouri

American Century Serv Corp 11% 11%
LIVESTRONG(TM) Income
Portfolio High-Yield Omnibus
Kansas City, Missouri

Trustees of American Century 8% 0%
P/S & 401K Savings
Plan & Trust
Kansas City, Missouri

American Century Serv Corp 6% 6%
LIVESTRONG(TM) 2045
Portfolio High-Yield Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co. Inc. 71% 0%
San Francisco, California
- --------------------------------------------------------------------------------
B Class
MLPF&S Inc. 7% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
C Class
MLPF&S Inc. 18% 0%
Jacksonville, Florida

American Enterprise 6% 0%
Investment Svcs
Minneapolis, Minnesota

American Enterprise 6% 0%
Investment Svcs
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
R Class
American Century Investment 99.92% 99.92%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-7

LPL Financial Services 20% 0%
San Diego, California

Pershing LLC 7% 0%
Jersey City, New Jersey

BISYS Retirement Svcs 6% 0%
Lakewood Construction
Co PSP & DEF
Denver, Colorado

LPL Financial Services 5% 0%
San Diego, California
- --------------------------------------------------------------------------------
High-Yield Bond
- --------------------------------------------------------------------------------
Investor Class
Mason G. Ross and 55% 55%
Julie H. Ross Jt Wros
Milwaukee, Wisconsin

I.R.A. Wayne R. Jakusz 12% 12%
New Hartford, Connecticut

William A. McIntosh 6% 6%
Kenilworth, Illinois
- --------------------------------------------------------------------------------
Institutional Class
Northwestern Mutual Life 99.97% 99.97%
Milwaukee, Wisconsin
- --------------------------------------------------------------------------------
A Class
John Hancock Life Insurance 8% 0%
Company (USA)
Toronto, Canada
- --------------------------------------------------------------------------------
B Class
Pershing LLC 5% 0%
Jersey City, New Jersey
- --------------------------------------------------------------------------------
C Class
Pershing LLC 51% 0%
Jersey City, New Jersey

American Century Investment 26% 26%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 99% 99%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Inflation Protection Bond
- --------------------------------------------------------------------------------
Investor Class
Raymond James & Assoc Inc. 37% 0%
FBO Puma Investment
St. Petersburg, Florida

MLPF&S Inc. 36% 0%
Jacksonville, Florida

Pershing LLC 14% 0%
Jersey City, New Jersey

Charles Schwab & Co., Inc. 6% 0%
San Francisco, California
- --------------------------------------------------------------------------------

- ------
B-8

Prudential Investment 34% 0%
Mgmt Svc
FBO Mutual Fund Clients
Newark, New Jersey
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 41% 0%
San Francisco, California
- --------------------------------------------------------------------------------
B Class
MLPF&S Inc. 16% 0%
Jacksonville, Florida

Raymond James & Assoc Inc 6% 0%
FBO Brooks IRA
St. Petersburg, Florida
- --------------------------------------------------------------------------------
C Class
MLPF&S Inc. 49% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
R Class
MG Trust Company Cust 60% 0%
FBO General Distributing
Company 401K
Denver, Colorado

American Century Investment 22% 22%
Management, Inc.
Kansas City, Missouri

National Financial Services Corp 18% 0%
New York, New York
- --------------------------------------------------------------------------------
Premium Money Market
- --------------------------------------------------------------------------------
Investor Class
American Century Serv Corp 8% 0%
KPESP Short Term Prem
Cap Reserve Omnibus
Kansas City, Missouri

National Financial Services Corp 6% 0%
New York, New York
- --------------------------------------------------------------------------------
Prime Money Market
- --------------------------------------------------------------------------------
Investor Class
American Century Money 9% 0%
Fund Settlement
Jersey City, New Jersey
- --------------------------------------------------------------------------------
A Class
None 0% 0%
- --------------------------------------------------------------------------------
B Class
AMS Contracts NDFI 7% 0%
Simp-IRA Kristi Marie Henne
Corona, California

Lewis Reicher Atty at Law 6% 6%
IRA Sep Lewis Reicher
Teaneck, New Jersey
- --------------------------------------------------------------------------------

- ------
B-9

First Clearing LLC 15% 0%
Jacob B. Kriegsman IRA R/O
Glen Allen, Virginia

NFS LLC FEBO 11% 0%
NFS/FMTC IRA-BDA
NSPS Barbara D. Borchert
Lee's Summit, Missouri

First Clearing LLC 10% 0%
Karen Getz Living Trust
Karen A. Getz TTEE UA DTD
Glen Allen, Virginia

Raymond James & Assoc. Inc. 7% 0%
FBO Freeman IRA
St. Petersburg, Florida

Pershing LLC 7% 0%
Jersey City, New Jersey

Raymond James & Assoc Inc. 6% 0%
FBO Kurkjian Rudolp
St. Petersburg, Florida
- --------------------------------------------------------------------------------
Advisor Class
EMJAYCO 13% 0%
FBO Hanson Truss Inc
401K Plan
Milwaukee, Wisconsin

EMJAYCO 7% 0%
FBO Abstract Construction
Co 401K Profit Sharing Plan
Milwaukee, Wisconsin

Reliance Trust Co Cust 6% 0%
FBO Actuarial Resources
Corp 401K
Atlanta, Georgia

EMJAYCO 5% 0%
FBO Cuisine Solutions Inc.
401K Plan
Milwaukee, Wisconsin
- --------------------------------------------------------------------------------
Select Bond
- --------------------------------------------------------------------------------
Investor Class
American Century Investment 26% 26%
Management, Inc.
Kansas City, Missouri

Pershing LLC 15% 0%
Jersey City, New Jersey

William S. Wilkowski and 12% 12%
Norette J. Wilkowski Jt Wros
Wind Lake, Wisconsin

Melissa A. Rothe 12% 12%
Menomonee Fls, Wisconsin

I.R.A. - Rollover 6% 6%
Lila M. Wuhrmann
Franklin, Wisconsin

I.R.A. - Roth Paul J. Mozina 5% 5%
Milwaukee, Wisconsin
- --------------------------------------------------------------------------------

- ------
B-10

Delaware Charter 10% 0%
Guarantee & Trust
FBO Principal Financial
Group Omnibus Qualified
Des Moines, Iowa
- --------------------------------------------------------------------------------
B Class
None
- --------------------------------------------------------------------------------
C Class
American Enterprise 40% 0%
Investment Svcs
Minneapolis, Minnesota

Pershing LLC 26% 26%
Jersey City, New Jersey

American Century Investment 19% 19%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 92% 92%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Short Duration
- --------------------------------------------------------------------------------
Investor Class
American Century Investment 99.47% 99.47%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Institutional Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
B Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
C Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-11

AMERICAN CENTURY MUNICIPAL TRUST

American Enterprise 32% 0%
Investment Svcs
Minneapolis, Minnesota

LPL Financial Services 15% 0%
San Diego, California

MLPF&S, Inc. 7% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
B Class
First Clearing LLC 94% 0%
Phyllis Bruner Turell Trust
Phyllis Bruner Turell TTEE
Glen Allen, Virginia

American Century Investment 6% 6%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
C Class
MLPF&S, Inc. 76% 0%
Jacksonville, Florida

Raymond James & Assoc. Inc. 11% 0%
FBO FOGDE, F TR
St. Petersburg, Florida

American Enterprise 10% 0%
Investment Svcs
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
Florida Municipal Bond
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 26% 0%
San Francisco, California

Phyllis S. Gunton 8% 0%
and WE Gunton TR
PS Gunton Trust
Naples, Florida

Elmer L. Coombs Tr 5% 0%
Elmer L. Coombs Trust
Weirsdale, Florida
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 71% 0%
San Francisco, California

American Enterprise 10% 0%
Investment Svcs
Minneapolis, Minnesota

MLPF&S, Inc. 7% 0%
Jacksonville, Florida

Raymond James & Assoc. 5% 0%
FBO Smith Stuart
St. Petersburg, Florida
- --------------------------------------------------------------------------------

- ------
B-12

American Enterprise 32% 0%
Investment Svcs
Minneapolis, Minnesota

American Century Investment 16% 16%
Management, Inc.
Kansas City, Missouri

Wells Fargo Investments LLC 6% 0%
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
C Class
MLPF&S, Inc. 95% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
High-Yield Municipal
- --------------------------------------------------------------------------------
Investor Class
MLPF&S, Inc. 21% 0%
Jacksonville, Florida

Charles Schwab & Co., Inc. 7% 0%
San Francisco, California

National Inv Svcs Corp. 5% 0%
New York, New York
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 69% 0%
San Francisco, California
- --------------------------------------------------------------------------------
B Class
MLPF&S, Inc. 34% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
C Class
MLPF&S, Inc. 51% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
Long-Term Tax-Free
- --------------------------------------------------------------------------------
Investor Class
James R. Eben 58% 58%
Milwaukee, Wisconsin

William A. McIntosh 15% 15%
Kenilworth, Illinois

Paulette A. Getschman 14% 14%
Greenfield, Wisconsin
- --------------------------------------------------------------------------------
Institutional Class
Scotty LLC 99.84% 0%
Milwaukee, Wisconsin
- --------------------------------------------------------------------------------
A Class
None
- --------------------------------------------------------------------------------
B Class
Pershing LLC 32% 0%
Jersey City, New Jersey
- --------------------------------------------------------------------------------

- ------
B-13

American Enterprise 37% 0%
Investment Svcs
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
Tax-Free Bond
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 34% 0%
San Francisco, California

National Financial 11% 0%
Services Corp.
New York, New York
- --------------------------------------------------------------------------------
Institutional Class
Charles Schwab & Co., Inc. 45% 0%
San Francisco, California

Raymond James & Assoc Inc. 24% 0%
FBO Christensen Eri
St. Petersburg, Florida

Raymond James & Assoc Inc. 11% 0%
FBO Pinkston Kennet
St. Petersburg, Florida

Raymond James & Assoc Inc. 6% 0%
FBO Allen JP
St. Petersburg, Florida
- --------------------------------------------------------------------------------
Advisor Class
National Financial Services Corp 65% 0%
New York, New York

Tri-State Land Co Inc. 28% 0%
Pittsburgh, Pennsylvania

American Century Investment 7% 7%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Tax-Free Money Market
- --------------------------------------------------------------------------------
Investor Class
American Century Money 6% 0%
Fund Settlement
Jersey City, New Jersey

National Financial Services Corp 5% 0%
New York, New York
- --------------------------------------------------------------------------------

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.

- --------------------------------------------------------------------------------
Disciplined Growth
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. Inc. 8% 0%
San Francisco, California

Midwestern Roots 6% 0%
Assurance Company
Burlington, Vermont
- --------------------------------------------------------------------------------

- ------
B-14

JP Morgan Chase TR 26% 0%
American Century Executive
Def Comp Plan Trust
Kansas City, Missouri

American Century Investment 11% 11%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
American Century Investment 60% 60%
Management, Inc.
Kansas City, Missouri

Charles Schwab & Co., Inc. 40% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Equity Growth
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. Inc. 21% 0%
San Francisco, California

Massachusetts Mutual 7% 0%
Life Insurance Co.
Springfield, Massachusetts
- --------------------------------------------------------------------------------
Institutional Class
Northwestern Mutual Life 29% 0%
Milwaukee, Wisconsin

JPMorgan Chase Bank Trustee 17% 0%
Bosch Savings Incentive Plan
Kansas City, Missouri

JP Morgan Chase Bank Trustee 16% 0%
Phelps Dodge Employee
Savings Plan
Kansas City, Missouri

Fidelity FIIOC TR 6% 0%
FBO Certain Employee
Benefit Plans
Covington, Kentucky
- --------------------------------------------------------------------------------
C Class
Delaware Charter 8% 0%
Guarantee & Trust
FBO Various Qualified Plans
Des Moines, Iowa

Delaware Charter Guarantee 8% 0%
& Trust
FBO Principal FINL GRP
Omnibqual
Des Moines, Iowa
- --------------------------------------------------------------------------------
R Class
EMJAYCO 38% 0%
FBO Shamrock Cabinet &
Fixture Corp 401k
Greenwood Village, Colorado

Hartford Life Insurance Co 32% 0%
Separate Account
Hartford, Connecticut

MG Trust Company Cust 12% 0%
FBO Fairgrounds Family
Physicians 401k
Denver, Colorado

Lynne Fagan Gwilym Parry 13% 0%
Tessa Cholmondeley
FBO Medical Associates
of Reston 401K Plan
Ridgeland, Mississippi
- --------------------------------------------------------------------------------

- ------
B-15

Saxon & Co. FBO VI 10% 0%
Omnibus Account
Philadelphia, Pennsylvania

AMFO & Co. 8% 0%
Kansas City, Missouri
- --------------------------------------------------------------------------------
Global Gold
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. Inc. 16% 0%
San Francisco, California

National Financial 6% 0%
Services Corp.
New York, New York
- --------------------------------------------------------------------------------
Advisor Class
Delaware Charter 28% 0%
Guarantee & Trust
FBO Principal Fin Grp
Omnibqual
Des Moines, Iowa

National Financial 11% 0%
Services Corp.
New York, New York

National Inv Svcs Corp. 8% 0%
New York, New York

MG Trust Company Cust 8% 0%
FBO Radiology Consultants
LTD Money Purchase
Pension Plan
Denver, Colorado
- --------------------------------------------------------------------------------
Income & Growth
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. Inc. 11% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
UBATCO & Co 21% 0%
FBO College Savings
Plan of NE
Lincoln, Nebraska

JPMorgan Chase 13% 0%
Bank Trustee
Phelps Dodge Employee
Savings Plan
Kansas City, Missouri

JPMorgan Chase 9% 0%
Bank Trustee
Allergan, Inc. Savings
and Investment Plan
Kansas City, Missouri

JPMorgan Chase 8% 0%
Bank Trustee
Black & Veatch Employee
Savings Plan
Kansas City, Missouri

Wells Fargo Bank NA 6% 0%
FBO BAE 401(K)
AM CENT Income & GR
Minneapolis, Minnesota

JPMorgan Chase 5% 0%
Bank Trustee
Andrew P/S Trust
Kansas City, Missouri

Wells Fargo Bank NA 5% 0%
FBO Nuclear
Management Co 401K
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
C Class
Pershing LLC 15% 0%
Jersey City, New Jersey
- --------------------------------------------------------------------------------

- ------
B-16

MG Trust Company Cust 7% 0%
FBO Ronny S Market Inc.
Denver, Colorado
- --------------------------------------------------------------------------------
Advisor Class
Nationwide Insurance 17% 0%
Company QPVA
Columbus, Ohio

Nationwide Trust 17% 0%
Company FSB
Columbus, Ohio

Wells Fargo Bank NA 8% 0%
Minneapolis, Minnesota

American Express Trust Co. 6% 0%
FBO AmeriPrise Trust
Retirement Service Plans
Minneapolis, Minnesota

State Street Bank FBO 6% 0%
ADP Daily Val
North Quincy, Massachusetts
- --------------------------------------------------------------------------------
International Core Equity
- --------------------------------------------------------------------------------
Investor Class
American Century Investment 90% 90%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Institutional Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
American Century Investment 99.98% 99.98%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
B Class
American Century Investment 99.78% 99.78%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
C Class
American Century Investment 99.91% 99.91%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Long-Short Equity
- --------------------------------------------------------------------------------
Investor Class
MLPF&S 43% 0%
Jacksonville, Florida

Pershing LLC 20% 0%
Jersey City, New Jersey

National Financial 9% 0%
Services Corp.
New York, New York

Kurt C. Borgwardt and 6% 6%
Elizabeth S. Kopelman,
JTWROS
Palo Alto, California
- --------------------------------------------------------------------------------

- ------
B-17

Trustees of American Century 15% 0%
P/S & 401k Savings Plan
& Trust
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co, Inc. 75% 0%
San Francisco, California
- --------------------------------------------------------------------------------
B Class
American Century Investment 30% 30%
Management, Inc.
Kansas City, Missouri

MLPF&S 10% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
C Class
MLPF&S 62% 0%
Jacksonville, Florida

American Century Investment 9% 9%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 99.98% 99.98%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
NT Equity Growth
- --------------------------------------------------------------------------------
Institutional Class
American Century Serv Port 34% 34%
LIVESTRONG(TM) 2025 Portfolio
NT Equity Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 25% 25%
LIVESTRONG(TM) 2015 Portfolio
NT Equity Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 19% 19%
LIVESTRONG(TM) 2035 Portfolio
NT Equity Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 13% 13%
LIVESTRONG(TM) 2045 Portfolio
NT Equity Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 9% 9%
LIVESTRONG Income Portfolio
NT Equity Growth Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------
NT Small Company
- --------------------------------------------------------------------------------
Institutional Class
American Century Serv Port 41% 41%
LIVESTRONG(TM) 2025 Portfolio
NT Small Company Omnibus
Kansas City, Missouri

American Century Serv Corp 22% 22%
LIVESTRONG(TM) 2035 Portfolio
NT Small Company Omnibus
Kansas City, Missouri

American Century Serv Corp 17% 17%
LIVESTRONG(TM) 2045 Portfolio
NT Small Company Omnibus
Kansas City, Missouri

American Century Serv Corp 15% 15%
LIVESTRONG(TM) 2015 Portfolio
NT Small Company Omnibus
Kansas City, Missouri

American Century Serv Corp 5% 5%
LIVESTRONG(TM) Income Portfolio
NT Small Company Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-18

Wells Fargo Bank NA 10% 0%
FBO ITT Industries Inv
& Savings
For Salaried Employees
Minneapolis, Minnesota

Fidelity FIIOC TR 7% 0%
FBO Certain Employee
Benefit Plans
Covington, Kentucky

Kenneth E. Goodman & 7% 0%
William B. Sparks TR
Forest Laboratories Inc.
Savings & PSP
New York, New York
- --------------------------------------------------------------------------------
Institutional Class
JPMorgan Chase Bank Trustee 18% 0%
Koch Industries Employee
Savings Plan
Kansas City, Missouri

Fidelity FIIOC TR 11% 0%
FBO Certain Employee
Benefit Plans
Covington, Kentucky

Nationwide Trust Company 9% 0%
FBO Participating
Retirement Plans TPA-NTC
Columbus, Ohio

Wells Fargo Bank NA 8% 0%
FBO Mastercard Intl
Pension Plan
Minneapolis, Minnesota

Citibank NA Trustee 7% 0%
FBO Rowan Companies
Pension Plan
New York, New York

Wachovia Bank 5% 0%
FBO Portfolio Strategies
Cash Cash
Charlotte, North Carolina
- --------------------------------------------------------------------------------
R Class
MG Trust 61% 0%
Lifecare Home Svcs of
NW PA Retirement
Denver, Colorado

Charles Schwab & Co Inc 28% 0%
San Francisco, California

Symetra Investment Services 10% 0%
Seattle, Washington
- --------------------------------------------------------------------------------

- ------
B-19

Nationwide Trust Company FSB 27% 0%
Columbus, Ohio

American Century Serv Corp 7% 0%
Schwab - Aggressive Small
Company Advisor Omnibus
Kansas City, Missouri

American Century Serv Corp 6% 0%
Schwab - Moderately
Aggressive Small Company
Advisor Omnibus
Kansas City, Missouri

Charles Schwab & Co. Inc. 5% 0%
San Francisco, California

Nationwide Insurance 5% 0%
Company QPVA
Columbus, Ohio
- --------------------------------------------------------------------------------
Utilities
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. Inc. 22% 0%
San Francisco, California

National Financial 5% 0%
Services Corp
New York, New York
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co. Inc. 80% 0%
San Francisco, California
- --------------------------------------------------------------------------------

AMERICAN CENTURY TARGET MATURITIES TRUST

- --------------------------------------------------------------------------------
Target 2010
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. 13% 0%
San Francisco, California
National Financial 7% 0%
Services Corp.
New York, New York
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co. 69% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Target 2015
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. 34% 0%
San Francisco, California
National Financial 10% 0%
Services Corp.
New York, New York
- --------------------------------------------------------------------------------

- ------
B-20

Counsel Trust Co 10% 0%
FBO Brown & Dunn PC
401K Plan
Pittsburgh, Pennsylvania

National Financial 8% 0%
Services LLC
New York, New York
- --------------------------------------------------------------------------------
Target 2020
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. 21% 0%
San Francisco, California

National Financial 10% 0%
Services Corp.
New York, New York
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co. 59% 0%
San Francisco, California

MLPF&S 11% 0%
Jacksonville, Florida

Mitra & Co. 6% 0%
Milwaukee, Wisconsin
- --------------------------------------------------------------------------------
Target 2025
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co. 24% 0%
San Francisco, California

National Financial 14% 0%
Services Corp.
New York, New York

National Inv Svcs 8% 0%
Corp Spec Cust
New York, New York

Pershing LLC 6% 0%
Jersey City, New Jersey

First National Bank in Pratt 5% 0%
Pratt, Kansas
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co. 45% 0%
San Francisco California

National Financial Services LLC 34% 0%
New York, New York

MG Trust Company Agent 7% 0%
for Frontier Trust Co
TR Pinehurst Surgical
Clinic PA Reti
Fargo, North Dakota

Wilmington Trust Comp TTEE 6% 0%
FBO Fairmount Minerals
Ltd 401K Plan
Wilmington, Delaware
- --------------------------------------------------------------------------------

- ------
B-21

AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.

National Life of Vermont- 26% 0%
Sentinel Advantage
Montpelier, Vermont
- --------------------------------------------------------------------------------
Class II
American Enterprise 27% 0%
Life Insurance Company
Minneapolis, Minnesota

Nationwide Insurance Company 26% 0%
Columbus, Ohio

Lincoln National Life 26% 0%
Insurance Co.
Fort Wayne, Indiana

Principal Life 11% 0%
Insurance Company
Des Moines, Iowa
- --------------------------------------------------------------------------------

- ------
B-22

EXHIBIT C

CURRENT AND PRO FORMA ADVISORY FEES

SHAREHOLDER FEES(1) (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
PRO FORMA
ADVISOR ADVISOR
CLASS CLASS
- --------------------------------------------------------------------------------
Maximum Sales Charge None None(2)
(Load) Imposed on Purchases
(as a percentage of offering price)
- --------------------------------------------------------------------------------
Maximum Deferred None None(3)
Sales Charge (Load)
(as a percentage of the lower
of the original offering price
or redemption proceeds)
- --------------------------------------------------------------------------------
Redemption/Exchange Fee None(4) None(4)
(as a percentage of amount
redeemed/exchanged)
- --------------------------------------------------------------------------------
Maximum Account None None
Maintenance Fee
- --------------------------------------------------------------------------------

(1) THE SHAREHOLDER FEES DESCRIBED IN THIS TABLE ONLY APLY TO
INTERNATIONAL BOND, DIVERSIFIED BOND, HIGH-YIELD, PRIME MONEY MARKET,
DISCIPLINED GROWTH, EQUITY GROWTH, GLOBAL GOLD AND INCOME & GROWTH.

(2) IT IS ANTICIPATED THAT THIS CLASS WOULD BE SUBJECT TO A FRONT-END
SALES CHARGE, BUT IT WILL NOT APPLY TO SHARES PURCHASED IN THE SAME
ACCOUNTS.

(3) INVESTMENTS OF $1 MILLION OR MORE MAY BE SUBJECT TO A CONTINGENT
DEFERRED SALES CHARGE OF 1.00% IF THE SHARES ARE REDEEMED WITHIN ONE YEAR
OF THE DATE OF PURCHASE.

(4) FOR GLOBAL GOLD, A 1% REDEMPTION FEE APPLIES TO SHARES HELD LESS THAN 60
DAYS. THE FEE DOES NOT APPLY TO SHARES PURCHASED THROUGH REINVESTED
DIVIDENDS OR CAPITAL GAINS.

(1) THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
ARRANGING ALL SERVICES NECESSARY FOR THE FUND TO OPERATE. THE FEE SHOWN IS
BASED ON ASSETS DURING THE FUND'S MOST RECENT FISCAL YEAR. THE FUND HAS A
STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S UNIFIED MANAGEMENT FEE RATE
GENERALLY DECREASES AS ASSETS INCREASE AND INCREASES AS ASSETS DECREASE.

(2) THE 12B-1 FEE IS DESIGNED TO PERMIT INVESTORS TO PURCHASE SHARES
THROUGH BROKER-DEALERS, BANKS, INSURANCE COMPANIES AND OTHER FINANCIAL
INTERMEDIARIES. THE FEE MAY BE USED TO COMPENSATE SUCH FINANCIAL
INTERMEDIARIES FOR DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. IN
ADDITION, HALF OF THE ADVISOR CLASS 12B-1 FEE (0.25%) IS FOR ONGOING
RECORDKEEPING AND ADMINISTRATIVE SERVICES PROVIDED BY FINANCIAL
INTERMEDIARIES, WHICH WOULD OTHERWISE BE PAID BY THE ADVISOR OUT OF THE
UNIFIED MANAGEMENT FEE. THE ADVISOR HAS REDUCED ITS UNIFIED MANAGEMENT FEE
BY 0.25% FOR ADVISOR CLASS SHARES, BUT THE FEE FOR CORE INVESTMENT ADVISORY
SERVICES IS THE SAME FOR ALL CLASSES.

(3) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST, WERE
LESS THAN 0.005% FOR THE MOST RECENT FISCAL YEAR.

(4) THE 12B-1 FEE IS DESIGNED TO PERMIT INVESTORS TO PURCHASE SHARES
THROUGH BROKER-DEALERS, BANKS, INSURANCE COMPANIES AND OTHER FINANCIAL
INTERMEDIARIES. THE FEE MAY BE USED TO COMPENSATE SUCH FINANCIAL
INTERMEDIARIES FOR DISTRIBUTION AND OTHER SHAREHOLDER SERVICES.

- ------
C-1

(3) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST, WERE
LESS THAN 0.005% FOR THE MOST RECENT FISCAL YEAR.

(5) OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT
TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST.

(6) FROM JULY 29, 2005 TO JULY 31, 2006, AMERICAN CENTURY VOLUNTARILY
WAIVED A PORTION OF THE FUND'S MANAGEMENT FEE. TAKING INTO ACCOUNT THIS
WAIVER, THE MANAGEMENT FEE AND TOTAL ANNUAL FUND OPERATING EXPENSES FOR
ADVISOR CLASS WERE 0.55% AND 1.06%, RESPECTIVELY. THIS FEE WAIVER IS
VOLUNTARY AND MAY BE REVISED OR TERMINATED AT ANY TIME BY AMERICAN CENTURY
WITH?OUT NOTICE.

(7) EFFECTIVE AUGUST 1, 2006, AMERICAN CENTURY VOLUNTARILY WAIVED A
PORTION OF THE FUND'S MANAGEMENT FEE. TAKING INTO ACCOUNT THIS WAIVER, THE
MANAGEMENT FEE AND TOTAL ANNUAL FUND OPERATING EXPENSES FOR ADVISOR CLASS
WILL BE 0.54% AND 1.05%, RESPECTIVELY. THIS FEE WAIVER IS VOLUNTARY AND MAY
BE REVISED OR TERMINATED AT ANY TIME BY AMERICAN CENTURY WITHOUT NOTICE.

(8) FROM JULY 29, 2005 TO JULY 31, 2006, AMERICAN CENTURY VOLUNTARILY
WAIVED A PORTION OF THE FUND'S MANAGEMENT FEE. TAKING INTO ACCOUNT THIS
WAIVER, THE MANAGEMENT FEE AND TOTAL ANNUAL FUND OPERATING EXPENSES FOR
ADVISOR CLASS WERE 0.30% AND 0.82%, RESPECTIVELY. THIS FEE WAIVER IS
VOLUNTARY AND MAY BE REVISED OR TERMINATED AT ANY TIME BY AMERICAN CENTURY
WITHOUT NOTICE.

(9) EFFECTIVE AUGUST 1, 2006, AMERICAN CENTURY VOLUNTARILY WAIVED A
PORTION OF THE FUND'S MANAGEMENT FEE. TAKING INTO ACCOUNT THIS WAIVER, THE
MANAGEMENT FEE AND TOTAL ANNUAL FUND OPERATING EXPENSES FOR ADVISOR CLASS
WILL BE 0.27% AND 0.79%, RESPECTIVELY. THIS FEE WAIVER IS VOLUNTARY AND MAY
BE REVISED OR TERMINATED AT ANY TIME BY AMERICAN CENTURY WITHOUT NOTICE.

(10) AMERICAN CENTURY MAY VOLUNTARILY WAIVE THE RECEIPT OF ALL OR A PORTION
OF THE 12B-1 FEE, OR MAY VOLUNTARILY AGREE TO BEAR FUND EXPENSES, TO ASSIST
THE MANAGER'S EFFORTS TO MAINTAIN A $1.00 NET ASSET VALUE PER SHARE.
VOLUNTARY FEE WAIVERS OR EXPENSE REIMBURSEMENTS MAY BE IMPOSED TO ENHANCE
FHE FUND'S YIELD DURING PERIODS WHEN FUND OPERATING EXPENSES HAVE A
SIGNIFICANT IMPACT ON THE FUND'S YIELD DUE TO LOW INTEREST RATES. ANY SUCH
FEE WAIVER IS VOLUNTARY AND TEMPORARY, AND MAY BE REVISED OR TERMINATED AT
ANY TIME BY AMERICAN CENTURY WITHOUT NOTICE. THERE IS NO GUARANTEE THAT THE
FUND WILL MAINTAIN A $1.00 NET ASSET VALUE PER SHARE OR A POSITIVE YIELD.

(11) OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT
TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST AND PORTFOLIO
INSURANCE.

- ------
C-2

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
ISSUER FUND CLASS FEE (12B-1) FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------------
ACMT Tax-Free Advisor 0.23%(1) 0.50%(2) 0.01%(5) 0.74%
Bond Class
---------------------------------------------------------------
Pro Forma 0.48%(1) 0.25%(4) 0.01%(5) 0.74%
Advisor
Class
- -------------------------------------------------------------------------------------
ACQEF Disciplined Advisor 0.77%(1) 0.50%(2) 0.00%(3) 1.27%
Growth Class
---------------------------------------------------------------
Pro Forma 1.02%(1) 0.25%(4) 0.00%(3) 1.27%
Advisor
Class
-----------------------------------------------------------------------------
Equity Advisor 0.42%(1) 0.50%(2) 0.00%(3) 0.92%
Growth Class
---------------------------------------------------------------
Pro Forma 0.67%(1) 0.25%(4) 0.00%(3) 0.92%
Advisor
Class
-----------------------------------------------------------------------------
Global Advisor 0.42%(1) 0.50%(2) 0.00%(3) 0.92%
Gold Class
---------------------------------------------------------------
Pro Forma 0.67%(1) 0.25%(4) 0.00%(3) 0.92%
Advisor
Class
-----------------------------------------------------------------------------
Income Advisor 0.42%(1) 0.50%(2) 0.00%(3) 0.92%
& Growth Class
---------------------------------------------------------------
Pro Forma 0.67%(1) 0.25%(4) 0.00%(3) 0.92%
Advisor
Class
-----------------------------------------------------------------------------
Small Advisor 0.62%(1) 0.50%(2) 0.00%(3) 1.12%
Company Class
---------------------------------------------------------------
Pro Forma 0.87%(1) 0.25%(4) 0.00%(3) 1.12%
Advisor
Class
-----------------------------------------------------------------------------
Utilities Advisor 0.42%(1) 0.50%(2) 0.00%(3) 0.92%
Class
---------------------------------------------------------------
Pro Forma 0.67%(1) 0.25%(4) 0.00%(3) 0.92%
Advisor
Class
- -------------------------------------------------------------------------------------
ACTMT Target Advisor 0.31%(1) 0.50%(2) 0.01%(5) 0.82%
2010 Class
---------------------------------------------------------------
Pro Forma 0.56%(1) 0.25%(4) 0.01%(5) 0.82%
Advisor
Class
-----------------------------------------------------------------------------
Target Advisor 0.31%(1) 0.50%(2) 0.01%(5) 0.82%
2015 Class
---------------------------------------------------------------
Pro Forma 0.56%(1) 0.25%(4) 0.01%(5) 0.82%
Advisor
Class
-----------------------------------------------------------------------------
Target Advisor 0.31%(1) 0.50%(2) 0.01%(5) 0.82%
2020 Class
---------------------------------------------------------------
Pro Forma 0.56%(1) 0.25%(4) 0.01%(5) 0.82%
Advisor
Class
-----------------------------------------------------------------------------
Target Advisor 0.31%(1) 0.50%(2) 0.01%(5) 0.82%
2025 Class
---------------------------------------------------------------
Pro Forma 0.56%(1) 0.25%(4) 0.01%(5) 0.82%
Advisor
Class
- -------------------------------------------------------------------------------------

(3) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST, WERE
LESS THAN 0.005% FOR THE MOST RECENT FISCAL YEAR.

(5) OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT
TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST.

- ------
C-3

NOTES

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

SH-BKT-53262 0704

EZVOTE(SM) CONSOLIDATED PROXY CARD

THIS FORM IS YOUR EZVOTE CONSOLIDATED PROXY. IT REFLECTS ALL
OF YOUR ACCOUNTS REGISTERED TO THE SAME SOCIAL SECURITY OR
TAX I.D. NUMBER AT THIS ADDRESS. BY VOTING AND SIGNING THE
CONSOLIDATED PROXY CARD, YOU ARE VOTING ALL OF THESE
ACCOUNTS IN THE SAME MANNER AS INDICATED ON THE REVERSE SIDE
OF THE FORM.

AMERICAN CENTURY FUNDS
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2007
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, INC. * AMERICAN CENTURY TARGET MATURITIES TRUST

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholder of the
above-referenced Fund (the "Fund") hereby appoints each of Charles A.
Etherington, David H. Reinmiller, Brian L. Brogan, Otis H. Cowan and Janet A.
Nash, collectively or individually, as his or her attorney-in-fact and proxy,
with the power of substitution of each, to vote and act with respect to all
shares of the Fund, which the undersigned is entitled to vote at the Special
Meeting of Shareholders (the "Meeting") to be held on June 27, 2007 at the
principal executive offices of the Trust/Corporation at 4500 Main Street, Kansas
City, Missouri 64111, at 10:30 a.m. Central Time, and at any adjournment
thereof.

The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. IF THE PROXY IS PROPERLY EXECUTED BUT NO
CHOICE IS INDICATED AS TO AN ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON
SUCH MATTER. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES/DIRECTORS OF THE
TRUST/CORPORATION AND THE NOMINEES THERETO.

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

----------------------------------------------------------
| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

Please sign this proxy exactly as your name appears on the
books of the Trust/Corporation. Joint owners should each
sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a
corporation, this signature should be that of an authorized
officer who should state his or her title.

MV EZ - DM

IF VOTING THE CONSOLIDATED PROXY CARD DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS

- ------------------------------------------ ------------------------------------- -----------------------------------------
TO VOTE BY TELEPHONE | TO VOTE BY INTERNET | TO VOTE BY MAIL
| |
1) Read the Proxy Statement and have the | 1) Read the Proxy Statement and have| 1) Read the Proxy Statement.
Consolidated Proxy Card at hand. | the Consolidated Proxy Card at | 2) Check the appropriate boxes on the
2) Call toll-free 1-888-221-0697 | hand. | reverse side.
3) Follow the simple instructions. | 2) Log on to www.proxyweb.com | 3) Sign and date the Consolidated Proxy
| 3) Follow the simple instructions. | Card.
| | 4) Return the Proxy Card in the envelope
| | provided.
- ------------------------------------------ ------------------------------------- -----------------------------------------

IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD.

INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages,
if necessary) you will find individual ballots, one for each
of your accounts. If you would wish to vote each of these
accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the
form at the perforation above and return the individual
ballots portion only.

NOTE: IF YOU CHOOSE TO VOTE EACH ACCOUNT SEPARATELY, DO NOT
RETURN THE CONSOLIDATED PROXY CARD ABOVE.

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

----------------------------------------------------------
| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

MV IND - DM

EZVOTE(SM) CONSOLIDATED PROXY CARD

After careful consideration, the Board of Trustees/Directors unanimously
approved the proposals listed below and recommended that shareholders vote "for"
the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

1. TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF FOR WITHHOLD FOR ALL
TRUSTEES/DIRECTORS. ALL ALL EXCEPT*

(01) Jonathan S. Thomas, (02) John Freidenrich, | | | | | |
(03) Ronald J. Gilson, (04) Kathryn A. Hall,
(05) Peter F. Pervere, (06) Myron S. Scholes,
(07) John B. Shoven, and (08) Jeanne D. Wohlers

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

2. FOR ADVISOR CLASS SHAREHOLDERS OF THE FOLLOWING FUNDS FOR AGAINST ABSTAIN
ONLY:

Ginnie Mae, Government Bond, Inflation-Adjusted Bond,
Short-Term Government, International Bond, Diversified Bond,
High-Yield, Prime Money Market, Tax-Free Bond, Disciplined
Growth, Equity Growth, Global Gold, Income & Growth, Small
Company, Utilities, Target Maturities Trust: 2010, Target
Maturities Trust: 2015, Target Maturities Trust: 2020,
Target Maturities Trust: 2025

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

MV EZ - DM

IF VOTING THE CONSOLIDATED PROXY CARD DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS

INDIVIDUAL BALLOTS
NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL BALLOTS BELOW.

- -------------------------------------------------------------------------------------------------------
FOR WITHHOLD FOR ALL
1. Election of Directors. ALL ALL EXCEPT*
(See Nominee list on consolidated ballot.)
*EXCEPT | | | | | |
-----------------------------------------
FOR AGAINST ABSTAIN

2. To approve a change in the fee structure of the Advisor Class | | | | | |
- -------------------------------------------------------------------------------------------------------
FOR WITHHOLD FOR ALL
1. Election of Directors. ALL ALL EXCEPT*
(See Nominee list on consolidated ballot.)
*EXCEPT | | | | | |
-----------------------------------------
FOR AGAINST ABSTAIN

2. To approve a change in the fee structure of the Advisor Class | | | | | |
- -------------------------------------------------------------------------------------------------------

MV IND - DM

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

INDIVIDUAL FORMS
NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT, DO NOT VOTE THE INDIVIDUAL
BALLOTS BELOW.

2. To approve a change in the fee structure of the Advisor Class | | | | | |
- -------------------------------------------------------------------------------------------------------

KNOW ALL PERSONS BY THESE PRESENTS that the shareholder of the referenced Fund
(the "Fund") hereby appoints each of Charles A. Etherington, David H.
Reinmiller, Brian L. Brogan, Otis H. Cowan and Janet A. Nash, collectively or
individually, as his or her attorney-in-fact and proxy, with the power of
substitution of each, to vote and act with respect to all shares of the Fund,
which the shareholder is entitled to vote at the Special Meeting of Shareholders
(the "Meeting") to be held on June 27, 2007 at the principal executive offices
of the Trust/ Corporation at 4500 Main Street, Kansas City, Missouri 64111, at
10:30 a.m. Central Time, and at any adjournment thereof.

The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. IF THE PROXY IS PROPERLY EXECUTED BUT NO
CHOICE IS INDICATED AS TO AN ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON
SUCH MATTER. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES/ DIRECTORS OF THE
TRUST/CORPORATION AND THE NOMINEES THERETO.

2. To approve a change in the fee structure of the Advisor Class | | | | | |
- -------------------------------------------------------------------------------------------------------

- ------------------------------------------ ------------------------------------- -------------------------------------------
TO VOTE BY TELEPHONE | TO VOTE BY INTERNET | TO VOTE BY MAIL
| |
1) Read the Proxy Statement and have the | 1) Read the Proxy Statement and have| 1) Read the Proxy Statement.
proxy card below at hand. | the proxy card below at hand. | 2) Check the appropriate boxes on the
2) Call toll-free 1-888-221-0697 | 2) Log on to www.proxyweb.com | proxy card on the reverse side.
3) Follow the simple instructions. | 3) Follow the simple instructions. | 3) Sign and date the proxy card.
| | 4) Return the proxy card in the envelope
| | provided.
- ------------------------------------------ ------------------------------------- -------------------------------------------

AMERICAN CENTURY FUNDS

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, INC.
AMERICAN CENTURY TARGET MATURITIES TRUST

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2007

[FUND NAME PRINTS HERE]

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

----------------------------------------------------------
| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

MV 14A - DM

After careful consideration, the Board of Trustees/Directors unanimously
approved the proposals listed below and recommended that shareholders vote "for"
the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

1. TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF FOR WITHHOLD FOR ALL
TRUSTEES/DIRECTORS. ALL ALL EXCEPT*

(01) Jonathan S. Thomas, (02) John Freidenrich, | | | | | |
(03) Ronald J. Gilson, (04) Kathryn A. Hall,
(05) Peter F. Pervere, (06) Myron S. Scholes,
(07) John B. Shoven, and (08) Jeanne D. Wohlers

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

2. FOR ADVISOR CLASS SHAREHOLDERS OF THE FOLLOWING FUNDS FOR AGAINST ABSTAIN
ONLY:

To approve a change in the fee structure of the Advisor Class. | | | | | |

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

MV 14A - DM

- ------------------------------------------ ------------------------------------- -------------------------------------------
TO VOTE BY TELEPHONE | TO VOTE BY INTERNET | TO VOTE BY MAIL
| |
1) Read the Proxy Statement and have the | 1) Read the Proxy Statement and have| 1) Read the Proxy Statement.
proxy card below at hand. | the proxy card at hand. | 2) Check the appropriate boxes on the
2) Call toll-free 1-888-221-0697 | 2) Log on to www.proxyweb.com | proxy card on the reverse side.
3) Follow the simple instructions. | 3) Follow the simple instructions. | 3) Sign and date the proxy card.
| | 4) Return the proxy card in the envelope
| | provided.
- ------------------------------------------ ------------------------------------- -------------------------------------------

AMERICAN CENTURY FUNDS

AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.

PROXY FOR SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2007

[FUND NAME PRINTS HERE]

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholder of the
above-referenced Fund (the "Fund") hereby appoints each of Charles A.
Etherington, David H. Reinmiller, Brian L. Brogan, Otis H. Cowan and Janet A.
Nash, collectively or individually, as his or her attorney-in-fact and proxy,
with the power of substitution of each, to vote and act with respect to all
shares of the Fund, which the undersigned is entitled to vote at the Special
Meetings of Shareholders (the "Meetings") to be held on June 27, 2007 at the
principal executive offices of the Trust/Corporation at 4500 Main Street, Kansas
City, Missouri 64111, at 10:30 a.m. and 11:30 a.m. Central Time, and at any
adjournments thereof. This is a combined proxy card for the enclosed proxy
statement and proxy statement/prospectus.

The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. IF THE PROXY IS PROPERLY EXECUTED BUT NO
CHOICE IS INDICATED AS TO AN ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON
SUCH MATTER. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETINGS OR ANY ADJOURNMENTS THEREOF. THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES/DIRECTORS OF THE
TRUST/CORPORATION AND THE NOMINEES THERETO.

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

----------------------------------------------------------
| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

MV N14/14A - DM

After careful consideration, the Board of Trustees/Directors unanimously
approved the proposals listed below and recommended that shareholders vote "for"
the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

A. ELECTION OF TRUSTEES/DIRECTORS: MEETING TO BE HELD AT FOR WITHHOLD FOR ALL
10:30 A.M. ALL ALL EXCEPT*

(01) Jonathan S. Thomas, (02) John Freidenrich,
(03) Ronald J. Gilson, (04) Kathryn A. Hall,
(05) Peter F. Pervere, (06) Myron S. Scholes,
(07) John B. Shoven, and (08) Jeanne D. Wohlers

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED REORGANIZATION: MEETING TO BE HELD AT 11:30 FOR AGAINST ABSTAIN
A.M.
| | | | | |
1. To approve an agreement and plan of reorganization
whereby American Century Arizona Municipal Bond Fund
will be reorganized into the American Century Tax-Free
Bond Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

MNP1 - DM

After careful consideration, the Board of Trustees/Directors unanimously
approved the proposals listed below and recommended that shareholders vote "for"
the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

A. ELECTION OF TRUSTEES/DIRECTORS: MEETING TO BE HELD AT FOR WITHHOLD FOR ALL
10:30 A.M. ALL ALL EXCEPT*

(01) Jonathan S. Thomas, (02) John Freidenrich,
(03) Ronald J. Gilson, (04) Kathryn A. Hall,
(05) Peter F. Pervere, (06) Myron S. Scholes,
(07) John B. Shoven, and (08) Jeanne D. Wohlers

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED REORGANIZATION: MEETING TO BE HELD AT 11:30 FOR AGAINST ABSTAIN
A.M.
| | | | | |
2. To approve an agreement and plan of reorganization
whereby American Century Florida Municipal Bond Fund
will be reorganized into the American Century Tax-Free
Bond Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

MNP2 - DM

After careful consideration, the Board of Trustees/Directors unanimously
approved the proposals listed below and recommended that shareholders vote "for"
the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

A. ELECTION OF TRUSTEES/DIRECTORS AND CHANGE IN ADVISOR FOR WITHHOLD FOR ALL
CLASS FEE STRUCTURE: MEETING TO BE HELD AT 10:30 A.M. ALL ALL EXCEPT*

(01) Jonathan S. Thomas, (02) John Freidenrich,
(03) Ronald J. Gilson, (04) Kathryn A. Hall,
(05) Peter F. Pervere, (06) Myron S. Scholes,
(07) John B. Shoven, and (08) Jeanne D. Wohlers

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

FOR AGAINST ABSTAIN
2. ADVISOR CLASS FEE STRUCTURE: To approve a change in the
fee structure of the Advisor Class. | | | | | |

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:30
A.M.

3. To approve a reclassification of the Advisor Class | | | | | |
shares of American Century Tax-Free Bond, a series
company of American Century Municipal Trust, whereby
all of the Advisor Class shares will be reclassified as
Investor Class shares of the American Century Tax-Free
Bond Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

MNP3 - DM

After careful consideration, the Board of Trustees/Directors unanimously
approved the proposals listed below and recommended that shareholders vote "for"
the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

A. ELECTION OF TRUSTEES/DIRECTORS AND CHANGE IN ADVISOR FOR WITHHOLD FOR ALL
CLASS FEE STRUCTURE: MEETING TO BE HELD AT 10:30 A.M. ALL ALL EXCEPT*

(01) Jonathan S. Thomas, (02) John Freidenrich,
(03) Ronald J. Gilson, (04) Kathryn A. Hall,
(05) Peter F. Pervere, (06) Myron S. Scholes,
(07) John B. Shoven, and (08) Jeanne D. Wohlers

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

FOR AGAINST ABSTAIN

2. ADVISOR CLASS FEE STRUCTURE: To approve a change in the | | | | | |
fee structure of the Advisor Class.

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:30
A.M.
| | | | | |
4. To approve a reclassification of the Advisor Class
shares of American Century Utilities Fund
("Utilities"), a series company of American Century
Quantitative Equity Funds, Inc., whereby all of the
Advisor Class shares will be reclassified as Investor
Class shares of Utilities.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

MNP4 - DM

AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2007

[FUND/INSURANCE CO NAME PRINTS HERE]

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholder of American
Century Variable Portfolios II, Inc. (the "Corporation "), hereby appoints each
of Charles A. Etherington, David H. Reinmiller, Brian L. Brogan, Otis H. Cowan
and Janet A. Nash, collectively or individually, as his or her attorney-in-fact
and proxy, with the power of substitution of each, to vote and act with respect
to all shares of the Corporation, which the undersigned is entitled to vote at
the Special Meeting of Shareholders (the "Meeting") to be held on June 27, 2007
at the principal executive offices of the Corporation at 4500 Main Street,
Kansas City, Missouri 64111, at 10:30 a.m. Central Time, and at any adjournment
thereof.

The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. IF THE PROXY IS PROPERLY EXECUTED BUT NO
CHOICE IS INDICATED AS TO AN ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON
SUCH MATTER. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION AND THE
NOMINEES THERETO.

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

----------------------------------------------------------
| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

Please sign this proxy exactly as your name appears on the
books of the Corporation. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate
the capacity in which they sign, and where more than one
name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should
state his or her title.

AC MV PRY (SC)

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposal listed below and recommended that shareholders
vote "for" the proposal.

1. TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF FOR WITHHOLD FOR ALL
DIRECTORS. ALL ALL EXCEPT*

(01) Jonathan S. Thomas, (02) John Freidenrich, | | | | | |
(03) Ronald J. Gilson, (04) Kathryn A. Hall,
(05) Peter F. Pervere, (06) Myron S. Scholes,
(07) John B. Shoven, and (08) Jeanne D. Wohlers

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

AC MV PRY (SC)

American Century Variable Portfolios Ii DEF 14ADefinitive proxy