EXHIBIT INDEX

EXHIBIT      DESCRIPTION OF DOCUMENT
NUMBER

EX-99.a     Articles of Amendment and Restatement of American Century Growth
Funds, Inc., dated May 5, 2006.

EX-99.b     Bylaws of American Century Growth Funds, Inc.

EX-99.c     Registrant hereby incorporates by reference, as though set forth
fully herein, the Fourth and Sixth Articles of the Registrant's Amended and
Restated Articles of Incorporation, appearing as Exhibit (a) herein, and
Sections 3 through 11 of the Registrant's Bylaws, appearing as Exhibit (b)
herein.

EX-99.d     Management Agreement between American Century Growth Funds, Inc.
and American Century Investment Management, Inc., dated May 15, 2006.

EX-99.e1    Distribution Agreement between American Growth Funds, Inc. and
American Century Investment Services, Inc., dated May 15, 2006.

EX-99.e2    Form of Dealer/Agency Agreement.

EX-99.g1    Master Agreement by and between Commerce Bank N.A., dated January
22, 1997 (filed as Exhibit b8e to Post-Effective Amendment No. 76 to the
Registration Statement of American Century Mutual Funds, Inc. on February 28,
1997, File No. 2-14213, and incorporated herein by reference).

EX-99.g2    Global Custody Agreement with The Chase Manhattan Bank, dated
August 9, 1996 (filed as Exhibit b8 to Post-Effective Amendment No. 31 to the
Registration Statement of American Century Government Income Trust on February
7, 1997, File No. 2-99222, and incorporated herein by reference).

EX-99.g3    Amendment to Global Custody Agreement with The Chase Manhattan
Bank, dated December 9, 2000 (filed as Exhibit g2 to Pre-Effective Amendment No.
2 to the Registration Statement of American Century Variable Portfolios II, Inc.
on January 9, 2001, File No. 333-46922, and incorporated herein by reference).

EX-99.g4    Amendment No. 2 to the Global Custody Agreement between American
Century Investments and the JPMorgan Chase Bank, dated as of May 1, 2004 (filed
as Exhibit g4 to Post-Effective Amendment No. 35 to the Registration Statement
of American Century Quantitative Equity Funds, Inc. on April 29, 2004, File No.
33-19589, and incorporated herein by reference).

EX-99.g5    Chase Manhattan Bank Custody Fee Schedule, dated October 19, 2000
(filed as Exhibit g5 to Post-Effective Amendment No. 35 to the Registration
Statement of American Century Quantitative Equity Funds, Inc. on April 29, 2004,
File No. 33-19589, and incorporated herein by reference).

EX-99.g6    Amendment No. 3 to the Global Custody Agreement between American
Century Investments and the JPMorgan Chase Bank, dated as of May 31, 2006.

EX-99.g7    Futures and Options Account Agreement with Goldman, Sachs & Co.,
dated May 19, 2006.

EX-99.h1    Transfer Agency Agreement between American Century Growth Funds,
Inc. and American Century Services, LLC, dated May 15, 2006.



EX-99.h2    Customer Identification Program Reliance Agreement.

EX-99.i     Opinion and Consent of Counsel, dated May 30, 2006.

EX-99.j1    Consent of Deloitte & Touche, LLP, independent registered public

accounting firm, dated May 24, 2006.

EX-99.j2    Power of Attorney, dated January 25, 2006 (filed as Exhibit j2 to
the Initial Registration Statement of the Registrant on March 1, 2006, File No.
333-132114, and incorporated herein by reference).

EX-99.j3    Secretary's Certificate, dated January 25, 2006 (filed as Exhibit
j2 to the Initial Registration Statement of the Registrant on March 1, 2006,
File No. 333-132114, and incorporated herein by reference).

EX-99.l     Initial Capital Agreement dated May 23, 2006.

EX-99.m1    Advisor Class Master Distribution and Individual Shareholder
Services Plan of American Century Growth Funds, Inc., dated May 15, 2006.

EX-99.m2    R Class Master Distribution and Individual Shareholder Services
Plan of American Century Growth Funds, Inc., dated May 15, 2006.

EX-99.n     Multiple Class Plan of American Century Growth Funds, Inc., dated
May 15, 2006.

EX-99.p1    American Century Investments Code of Ethics.

EX-99.p2    Independent Directors' Code of Ethics.

                                                                    EXHIBIT 99.a


                       AMERICAN CENTURY GROWTH FUNDS, INC.

                      ARTICLES OF AMENDMENT AND RESTATEMENT

     AMERICAN CENTURY GROWTH FUNDS, INC., a Maryland corporation, having its
principal office at 300 East Lombard Street, Baltimore, Maryland and having The
Corporation Trust Incorporated as its resident agent located at 300 East Lombard
Street, Baltimore, Maryland (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:

FIRST: The Corporation desires to amend and restate its charter (the "Charter")
currently in effect and as hereinafter amended.

SECOND: The following provisions are all of the provisions of the Charter
currently in effect and as hereinafter amended and restated:


                                     * * * *


     FIRST: The name of the corporation is:

                      "AMERICAN CENTURY GROWTH FUNDS, INC."

     SECOND: The purposes for which the corporation is formed are:

          1. to carry on the business of an investment company; and

          2. to engage in any or all lawful business for which corporations may
     be organized under the Maryland General Corporation Law except insofar as
     such business may be limited by the Investment Company Act of 1940 as from
     time to time amended, or by any other law of the United States regulating
     investment companies, or by limitations imposed by the laws of the several
     states wherein the corporation offers its shares.

     THIRD: The name of the resident agent of the corporation in this state is
The Corporation Trust Incorporated, a corporation of this state, and the address
of the resident agent is 300 East Lombard Street, Baltimore, Maryland 21202. The
current address of the principal office of the corporation in the State of
Maryland is c/o The Corporation Trust Incorporated, 300 East Lombard Street,
Baltimore, Maryland 21202.

     FOURTH:

          1. The total number of shares of stock which the corporation shall
     have authority to issue is Three Billion (3,000,000,000) shares of capital
     stock with a par value of $0.01 each, and an aggregate par value of
     $30,000,000. All of such shares shall initially be classified into the
     following series of shares and classes of such series:


                                       1




           SERIES NAME                                       CLASS
           ---------------------------------------------------------------------
           Legacy Large Cap Fund                             Investor
                                                             Advisor
                                                             R
                                                             Institutional
           Legacy Focused Large Cap Fund                     Investor
                                                             Advisor
                                                             R
                                                             Institutional
           Legacy Multi Cap Fund                             Investor
                                                             Advisor
                                                             R
                                                             Institutional


     Each class of each such series shall consist, until further changed, of the
     lesser of (x) 3,000,000,000 shares or (y) the number of shares that could
     be issued by issuing all of the shares of any series currently or hereafter
     classified less the total number of shares then issued and outstanding in
     all of such series. The Board of Directors shall have the power and
     authority (i) to divide or classify (and reclassify) any unissued shares of
     common stock into such classes and/or series as the Board of Directors may
     from time to time determine, (ii) to fix the number of shares of stock in
     each such class or series, (iii) to increase or decrease the aggregate
     number of shares of stock of the corporation or the number of shares of
     stock of any such series or class, and (iv) to set or change the
     preferences, conversion or other rights, voting powers, restrictions,
     limitations as to dividends, qualifications, or terms or conditions of
     redemption thereof that are not stated in these Articles of Incorporation.

          2. The following is a description of the preferences, conversion and
     other rights, voting powers, restrictions, limitations as to dividends,
     qualifications and terms or conditions of redemption and conversion of the
     shares of common stock classified as a Series and any additional series of
     common stock of the corporation (unless provided otherwise by the Board of
     Directors with respect to any such additional series at the time it is
     established and designated):

               (a) VOTING. Holders of shares of stock of the corporation shall
          be entitled to one vote for each dollar of net asset value per share
          for each share of stock held on the applicable record date,
          irrespective of the class or series; provided, however, that (1)
          matters affecting only one class or series shall be voted upon only by
          that class or series, and (2) where required by the Investment Company
          Act of 1940 or the regulations adopted thereunder or any other
          applicable law, certain matters shall be voted on separately by each
          class or series of shares affected and not be all classes unless
          otherwise required by law.

               (b) ASSETS BELONGING TO A CLASS OR SERIES. All payments received
          by the corporation for the sale of stock of each class or series and
          the investment and reinvestment thereof and the income, earnings and
          profits thereon shall belong to the class or series of shares with
          respect to which such payments were received, and are herein referred
          to as "assets belonging to" such class or series. Any assets which are


                                       2


          not readily identifiable as belonging to any particular class or
          series shall be allocated to any one or more of any class or series in
          such manner as the Board of Directors in its sole discretion deems
          fair and equitable.

               (c) LIABILITIES OF A CLASS OR SERIES. The assets belonging to
          each class or series shall be charged with the liabilities of the
          corporation in respect of that class or series, and are herein
          referred to as "liabilities belonging to" such class or series. Any
          liability of the corporation that is not readily identifiable as a
          liability belonging to any particular class or series shall be
          allocated to and among any one or more of any class or series in such
          manner as the Board of Directors in its sole discretion deems fair and
          equitable.

               (d) DIVIDENDS AND DISTRIBUTIONS. The holders of the outstanding
          shares of each class or series of capital stock of the corporation
          shall be entitled to receive dividends from ordinary income and
          distributions from capital gains of the assets belonging to such class
          or series in such amounts, if any, and payable in such manner, as the
          Board of Directors may from time to time determine. To the extent
          permitted by law, such dividends and distributions may be declared and
          paid by means of a formula or other method determined at meetings held
          less frequently than the declaration and payment of such dividends and
          distributions.

               (e) LIQUIDATION. To the extent permitted by law, the corporation
          may dissolve itself or any class or series thereof by action of the
          Board of Directors without action by any stockholders. In the event of
          the liquidation or dissolution of the corporation or of any class or
          series thereof, stockholders of each class or series shall be entitled
          to receive the assets belonging to such class or series to be
          distributed among them in proportion to the number of shares of such
          class or series held by them. In the event that there are any general
          assets available for distribution that have not been allocated by the
          Board of Directors to any particular class or series of capital stock,
          such assets will be distributed to the holders of stock of all classes
          and series of capital stock in proportion to the asset values of the
          respective classes and series of capital stock.

               (f) REDEMPTION BY SHAREHOLDERS. Each holder of any class or
          series of common stock of the corporation, upon proper documentation
          and the payment of all taxes in connection therewith, may require the
          corporation to redeem or repurchase such stock at the net asset value
          thereof, less a redemption fee, sales charge, or charge or discount,
          if any, determined by the Board of Directors in its sole discretion.
          Payment shall be made in cash or in kind as determined by the
          corporation. Notwithstanding the foregoing, the corporation may
          postpone payment of the redemption price and may suspend the right of
          holders of shares of any class or series to require the corporation to
          redeem shares of that class or series during any period or at any time
          when and to the extent permissible under the Investment Company Act of
          1940.

                                       3


               (g) REDEMPTION BY CORPORATION. The corporation may cause the
          shares of any class or series owned by any shareholder to be redeemed
          in cash or in kind under such terms and conditions as from time to
          time are fixed by the Board of Directors for such class or series.

               (h) CONVERSION OR EXCHANGE RIGHTS. Each holder of any class or
          series of common stock of the corporation may, upon proper
          documentation and the payment of all taxes in connection therewith,
          convert the shares represented thereby into shares of common stock of
          any other class or series of the corporation on the basis of their
          relative net asset values, less a conversion charge or discount, if
          any, as determined by the Board of Directors, provided, however, that
          the Board of Directors may abolish, limit or suspend such right of
          conversion.


          3. Unless otherwise prohibited by law, so long as the corporation is
     registered as an open-end management investment company under the
     Investment Company Act of 1940, the Board of Directors shall have the power
     and authority, without the approval of the holders of any outstanding
     shares, to increase or decrease the number of shares of capital stock of
     any class or series that the corporation has the authority to issue.

          4. The Board of Directors shall have the authority, without the
     approval of shareholders of any series unless otherwise required by
     applicable law, to combine the assets and liabilities held with respect to
     any two or more series into assets and liabilities held with respect to a
     single series.

          5. The corporation may issue and sell fractions of shares of capital
     stock having pro rata all the rights of full shares, including, without
     limitation, the right to vote and to receive dividends, and wherever the
     words "share" or "shares" are used in the charter or Bylaws of the
     corporation, they shall be deemed to include fractions of shares, where the
     context does not clearly indicate that only full shares are intended.

          6. The corporation shall not be obligated to issue certificates
     representing shares of any class or series of capital stock. At the time of
     issue or transfer of shares without certificates, the corporation shall
     provide the shareholder with such information as may be required under the
     Maryland General Corporation Law.

     FIFTH: The name and mailing address of the incorporator is Otis H. Cowan,
4500 Main Street, Kansas City, Missouri 64111.

     SIXTH: The number of directors of the corporation shall not be more than
eleven, which number may be changed in accordance with the Bylaws of the
corporation but shall never be less than seven. The names of the directors who
shall act until the first annual meeting of stockholders and until their
successors are elected and qualify are:

                        Thomas A. Brown
                        Andrea C. Hall, Ph.D.
                        D.D. (Del) Hock


                                       4


                        Donald H. Pratt
                        Gale E. Sayers
                        James E. Stowers, Jr.
                        James E. Stowers III
                        M. Jeannine Strandjord
                        Timothy S. Webster

     SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the corporation, its directors
and stockholders:

          1. The Board of Directors has exclusive authority to make, amend, and
     repeal the Bylaws of the corporation.

          2. No holder of shares of stock of any class or series shall be
     entitled as a matter of right to subscribe for or purchase or receive any
     part of any new or additional issue of shares of stock of any class or
     series or of securities convertible into shares of stock of any class or
     series, whether now or hereafter authorized or whether issued for money,
     for a consideration other than money, or by way of dividend.

          3. Unless a provision of law requires a greater proportion than a
     majority of the votes of all classes or series or of any class or series of
     stock entitled to be cast to take or authorize any action, the corporation
     may take or authorize such action with the approval of a majority of the
     aggregate number of the votes entitled to be cast thereon.

          4. The corporation reserves the right from time to time to make any
     amendments of its charter which may now or hereafter be authorized by law,
     including any amendment which alters the contract rights, as expressly set
     forth in its charter, of any of its outstanding stock by classification,
     reclassification or otherwise.

          5. The corporation is not required to hold an annual meeting in any
     year in which the election of directors is not required to be acted upon
     under the Investment Company Act of 1940.

          6. Unless a greater number therefore shall be specified in the Bylaws
     of the corporation, the presence at any stockholders meeting, in person or
     by proxy, of stockholders entitled to cast one-third of the votes thereat
     shall be necessary and sufficient to constitute a quorum for the
     transaction of business at such meeting.

     EIGHTH: The powers of the incorporator are to terminate upon filing of the
articles of incorporation.

     NINTH: No director of this corporation shall be personally liable for
monetary damages to the corporation or any stockholder, except to the extent
that such exclusion from liability shall be limited pursuant to Section 5-418 of
the Courts and Judicial Proceedings Article of the Annotated Code of Maryland or
Section 17 of the Investment Company Act of 1940.


                                       5


     TENTH: The corporation shall indemnify to the full extent permitted by law
each person who has served at any time as director or officer of the
corporation, and his heirs, administrators, successors and assigns, against any
and all reasonable expenses, including counsel fees, amounts paid upon
judgments, and amounts paid in settlement (before or after suit is commenced)
actually incurred by such person in connection with the defense or settlement of
any claim, action, suit or proceeding in which he is made a party, or which may
be asserted against him, by reason of being or having been a director or officer
of the corporation. Such indemnification shall be in addition to any other
rights to which such person may be entitled under any law, bylaw, agreement,
vote of stockholders, or otherwise. Notwithstanding the foregoing, no officer or
director of the corporation shall be indemnified against any liability, whether
or not there is an adjudication of liability, arising by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duties within
the meaning of Section 17 (and the interpretations thereunder) of the Investment
Company Act of 1940. Any determination to indemnify pursuant to this Article
Ninth shall be made by "reasonable and fair means" within the meaning of Section
17 and shall otherwise comply with the Investment Company Act and
interpretations thereunder.

     ELEVENTH: All of the provisions of these Articles of Incorporation are
subject to, and shall be effective only in compliance with, the Investment
Company Act of 1940, all other applicable laws of the United States, the
applicable laws of the several states and the applicable rules and regulations
of administrative agencies having jurisdiction, as such laws, rules and
regulations may from time to time be amended.


                                     * * * *

THIRD: The number of directors of the Corporation is nine. The names of the
directors are:

                        Thomas A. Brown
                        Andrea C. Hall, Ph.D.
                        D.D. (Del) Hock
                        Donald H. Pratt
                        Gale E. Sayers
                        James E. Stowers, Jr.
                        James E. Stowers III
                        M. Jeannine Strandjord
                        Timothy S. Webster

FOURTH: The foregoing amendment and restatement to the Charter of the
Corporation does not increase the authorized capital stock of the Corporation.

FIFTH: The foregoing amendment and restatement to the Charter of the Corporation
has been approved by a majority of the entire Board of Directors and is limited
to a change expressly authorized by Section 2.605 to be made without action by
the Corporation's stockholders.


                                       6


         IN WITNESS WHEREOF, AMERICAN CENTURY GROWTH FUNDS, INC. has caused this
Articles of Amendment and Restatement to be signed and acknowledged in its name
and on its behalf by its Vice President and attested to by its Assistant
Secretary on this 5th day of May, 2006.


ATTEST:                                AMERICAN CENTURY GRWOTH FUNDS, INC.


/s/ Otis H. Cowan                      /s/ Charles A. Etherington
----------------------------------     -----------------------------------------
Name:  Otis H. Cowan                   Name:  Charles A. Etherington
Title: Assistant Secretary             Title: Vice President



     THE UNDERSIGNED Vice President of AMERICAN CENTURY GROWTH FUNDS, INC., who
executed on behalf of said Corporation the foregoing Articles of Amendment and
Restatement to the Charter, of which this certificate is made a part, hereby
acknowledges, in the name of and on behalf of said Corporation, the foregoing
Articles of Amendment and Restatement to the Charter to be the corporate act of
said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.



Dated:  May 5, 2006
                                       /s/ Charles A. Etherington
                                       -----------------------------------------
                                       Charles A. Etherington, Vice President

                                                                    EXHIBIT 99.b


                       AMERICAN CENTURY GROWTH FUNDS, INC.

                                     BY-LAWS


                                     OFFICES

     Section 1. The registered office shall be in the City of Baltimore, State
of Maryland.

     Section 2. The Corporation may also have offices at such other places both
within and without the State of Maryland as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                            MEETINGS OF STOCKHOLDERS

     Section 3. Meetings of the stockholders shall be held at the office of the
Corporation in Kansas City, Missouri or at any other place within the United
States as shall be designated from time to time by the Board of Directors and
stated in the notice of meeting.

     Section 4. The Corporation shall not be required to hold an annual meeting
of its stockholders in any year in which the election of Directors is not
required by the Investment Company Act of 1940, as amended (the "Investment
Company Act"), to be acted upon by the holders of any class or series of stock
of the Corporation. The use of the term "annual meeting," wherever found in
these By-laws, shall not be construed to imply a requirement that a stockholder
meeting be held annually. In the event that the Corporation shall be required by
the Investment Company Act to hold an annual meeting of stockholders to elect
Directors, such meeting shall be held at a date and time set by the Board of
Directors in accordance with the Investment Company Act (but in no event later
than 120 days after the occurrence of the event requiring the election of
Directors). Any annual meeting that is not required by the Investment Company
Act shall be held on a date and time during the month of July set by the Board
of Directors. At any annual meeting, the stockholders shall elect a Board of
Directors and may transact any business within the powers of the Corporation.
Any business of the Corporation may be transacted at an annual meeting without
being specially designated in the notice, except such business as is
specifically required by statute to be stated in the notice.

     Section 5. The presence at any stockholders meeting, in person or by proxy,
of stockholders entitled to cast one third of the votes entitled to vote thereat
shall constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Articles of Incorporation, or by these By-laws. Where
the approval of any particular item of business to come before a meeting
requires the approval of one or more than one class or series of stock, voting
separately, the holders of one third of the votes of each of such classes or
series entitled to be voted must be present to constitute a quorum for the
transaction of such item of business. If, however, a quorum shall not be present
or




AMERICAN CENTURY GROWTH FUNDS, INC.                                     By-laws
--------------------------------------------------------------------------------

represented at any meeting of the stockholders, a majority of the voting stock
represented in person or by proxy may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than 90 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote thereat.

     Section 6. When a quorum is present at any meeting, a majority of all the
votes cast is sufficient to approve any matter which properly comes before the
meeting, unless a different vote for such matter is specified by law, by the
Articles of Incorporation or by these By-laws, in which case such different
specified vote shall be required to approve such matter.

     Section 7. Special meetings of the stockholders may be called at any time
by the Board of Directors, or by the Chairman of the Board, the President, a
Vice President, the Secretary or an Assistant Secretary.

     Section 8. Special meetings of the stockholders shall be called by the
Secretary upon written request of stockholders entitled to cast at least 10
percent of all the votes entitled to be cast at such meeting. Such request shall
state the purpose or purposes of such meeting and the matters proposed to be
acted on thereat. After verification of the sufficiency of such request, the
Secretary shall then inform the requesting stockholders of the reasonably
estimated cost of preparing and mailing such notice of the meeting. Upon payment
to the Corporation of such costs the Secretary shall give notice stating the
purpose or purposes of the meeting to all stockholders entitled to notice of
such meeting; provided, however, unless requested by stockholders entitled to
cast a majority of all the votes entitled to be cast at the meeting, no special
meeting need be called to consider any matter which is substantially the same as
a matter voted upon at any special meeting of the stockholders held during the
preceding 12 months.

     Section 9. Not less than ten nor more than 90 days before the date of every
stockholders' meeting, the Secretary shall give to each stockholder entitled to
vote at such meeting, and to each stockholder not entitled to vote who is
entitled by statute to notice, written or printed notice stating (i) the time
and place of the meeting and, (ii) the purpose or purposes for which the meeting
is called if the meeting is a special meeting, or if notice of the purpose of
the meeting is required by statute to be given. Such notice shall be given
either by mail or by presenting it to the stockholder personally or by leaving
it at his residence or usual place of business. If mailed, such notice shall be
deemed to be given when deposited in the United States mail addressed to the
stockholder at his address as it appears on the records of the Corporation, with
postage thereon prepaid.

     Section 10. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice of the meeting.

     Section 11. At all meetings of stockholders, a stockholder may vote the
shares owned of record by him on the record date (determined in accordance with
Section 42 hereof) for each such stockholders' meeting either in person or by
written proxy signed by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after 11 months from its date, unless
otherwise provided in the proxy. At all meetings of stockholders, unless the
voting is


                                       2


AMERICAN CENTURY GROWTH FUNDS, INC.                                     By-laws
--------------------------------------------------------------------------------

conducted by inspectors, all questions relating to the qualifications of voters
and the validity of proxies and the acceptance or rejection of votes shall be
decided by the chairman of the meeting.

                                    DIRECTORS

     Section 12. The number of Directors of the Corporation shall be nine. By
vote of a majority of the entire Board of Directors, the number of Directors
fixed by the Articles of Incorporation or by these By-laws may be increased or
decreased from time to time to a number not exceeding 11 nor less than seven,
but the tenure of office of a Director shall not be affected by any decrease in
the number of Directors so made by the Board. Until the first annual meeting of
stockholders or until successors are duly elected and qualify, the Board shall
consist of the persons named as such in the Articles of Incorporation. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect Directors to hold office until the next annual meeting
or until their successors are elected and qualify. A plurality of all the votes
cast at an annual meeting at which a quorum is present shall be required to
elect Directors of the Corporation. Each Director, upon his election, shall
qualify by accepting the Office of Director, and his attendance at, or his
written approval of the minutes of, any meeting of the newly-elected directors
shall constitute his acceptance of such office, or he may execute such
acceptance by a separate writing, which shall be placed in the minute book.
Directors need not be stockholders of the Corporation. Disinterested Directors
shall be required to retire from the Board of Directors when they reach the age
of seventy-two (72).

     Section 13. The business and affairs of the Corporation shall be managed by
its Board of Directors, which may exercise all the powers of the Corporation,
except such as are by law and by the Articles of Incorporation or by these
By-laws conferred upon or reserved to the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 14. Meetings of the Board of Directors, regular or special, may be
held at any place in or out of the State of Maryland as the Board may from time
to time determine.

     Section 15. The first meeting of each newly-elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly-elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly-elected
Board of Directors, or if such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the Directors.

     Section 16. Regular meetings of the Board of Directors may be held at such
time and place as shall from time to time be fixed by resolution adopted by the
full Board of Directors. Adoption of such resolution shall constitute notice of
all meetings held pursuant thereto.


                                       3


AMERICAN CENTURY GROWTH FUNDS, INC.                                     By-laws
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     Section 17. Special meetings of the Board of Directors may be called at any
time by the Board of Directors or the Executive Committee, if one be
constituted, by vote at a meeting, or by the Chairman of the Board, the
President or by a majority of the Directors or a majority of the members of the
Executive Committee in writing with or without a meeting. Special meetings may
be held at such place or places within or without Maryland as may be designated
from time to time by the Board of Directors; in the absence of such designation,
such meetings shall be held at such places as may be designated in the call.

     Section 18. Notice of the place and time of every special meeting of the
Board of Directors shall be served on each Director or sent to him by telegraph,
or by leaving the same at his residence or usual place of business at least
three days before the date of the meeting, or by mail at least seven days before
the date of the meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the Director at his address as
it appears on the records of the Corporation, with postage thereon prepaid.

     Section 19. At all meetings of the Board a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business and the
action of a majority of the Directors present at any meeting at which a quorum
is present shall be the action of the Board of Directors unless the concurrence
of a greater proportion is required for such action by law, the Articles of
Incorporation or these By-laws. If a quorum shall not be present at any meeting
of Directors, the Directors present thereat may by a majority vote adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     Section 20. Unless otherwise restricted by the Articles of Incorporation or
these By-laws, members of the Board of Directors of the Corporation, or any
committee designated by the Board, may participate in a meeting of the Board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting by that means shall constitute presence in person
at such meeting.

     Section 21. Any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting,
if a written consent to such action is signed by all members of the Board or of
such committee, as the case may be, and such written consent is filed with the
minutes of the proceedings of the Board or committee.

                             COMMITTEES OF DIRECTORS

     Section 22. The Board of Directors may appoint from among its members an
Executive Committee and other committees composed of two or more Directors, and
may delegate to such committees any of the powers of the Board of Directors
except the power to declare dividends or distributions on stock, recommend to
the stockholders any action which requires stockholder approval, amend the
By-laws, approve any merger or share exchange which does not require stockholder
approval or issue stock. However, if the Board of Directors, subject to the
terms and provisions of the Articles of Incorporation, has given general
authorization for the issuance of stock, a committee of the Board, in accordance
with a general formula or method specified by the Board of Directors by
resolution or by adoption of a stock option or other plan, may fix the


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terms of stock subject to classification or reclassification and the terms on
which any stock may be issued. In the absence of an appropriate resolution of
the Board of Directors, each committee may adopt such rules and regulations
governing its duties, proceedings, quorum and manner of acting as it shall deem
proper and desirable, provided that the quorum shall not be less than two
Directors. In the absence of any member of such committee, the members thereof
present at any meeting, whether or not they constitute a quorum, may appoint a
member of the Board of Directors to act in the place of such absent member.

     Section 23. All committees of the Board of Directors shall keep minutes of
their proceedings and shall report the same to the Board of Directors at the
next Board of Directors meeting. Any action by any of such committees shall be
subject to the revision and alteration by the Board of Directors, provided that
no rights of the third persons shall be affected by any such revision or
alteration.

                                WAIVER OF NOTICE

     Section 24. Whenever any notice of the time, place or purpose of any
meeting of stockholders, Directors or committee is required to be given under
the provisions of a statute or under the provisions of the Articles of
Incorporation or these By-laws, each person who is entitled to the notice waives
notices if (i) he, before or after the meeting, signs a waiver of notice which
is filed with the records of the meeting, or (ii) such person is present in
person at the meeting if the meeting in question is of the Board of Directors or
a committee or, if the meeting in question is of the stockholders, if such
person is present either in person or by proxy.

                                    OFFICERS

     Section 25. The officers of the Corporation shall be chosen by the Board of
Directors and shall include a President, a Vice President, a Secretary, a
Treasurer and a Chief Compliance Officer. The Board of Directors may also choose
a Chairman of the Board, a Vice Chairman of the Board, additional Vice
Presidents, one or more Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers. If chosen, the Chairman and Vice Chairman of the Board
shall be selected from among the Directors but shall not be considered officers
of the Corporation. Officers of the Corporation shall be elected by the Board of
Directors at its first meeting after each annual meeting of stockholders. If no
annual meeting of stockholders shall be held in any year, such election of
officers may be held at any regular or special meeting of the Board of Directors
as shall be determined by the Board of Directors.

     Section 26. Two or more offices, except those of President and Vice
President, may be held by the same person but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or these By-laws to
be executed, acknowledged or verified by two or more officers.

     Section 27. The Board of Directors, at any meeting thereof, may appoint
such additional officers and agents as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.


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     Section 28. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

     Section 29. The officers of the Corporation shall serve for one year and
until their successors are chosen and qualify. Any officer or agent may be
removed by the Board of Directors whenever, in its judgment, the best interests
of the Corporation will be served thereby, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed. If the
office of any officer or officers becomes vacant for any reason, the vacancy may
be filled by the Board of Directors at any meeting thereof.

                     CHAIRMAN AND VICE CHAIRMAN OF THE BOARD

     Section 30. If a Chairman of the Board be elected, he shall preside at all
meetings of the stockholders and Directors at which he may be present and shall
have such other duties, powers and authority as may be prescribed elsewhere in
these By-laws. The board of Directors may delegate such other authority and
assign such additional duties to the Chairman of the Board, other than those
conferred by law exclusively upon the President.

     Section 31. If a Vice Chairman of the Board be elected, he shall preside at
all meetings of the stockholders and Directors at which the Chairman is absent
and shall have such other duties, powers and authority as may be prescribed
elsewhere in these By-laws. The Board of Directors may delegate such other
authority and assign such additional duties to the Vice Chairman of the Board,
other than those conferred by law exclusively upon the President.

                                    PRESIDENT

     Section 32. Unless the Board otherwise provides, the President shall be the
chief executive officer of the Corporation with such general executive powers
and duties of supervision and management as are usually vested in the office of
the chief executive officer of a corporation, and he shall carry into effect all
directions and resolutions of the Board. The President, in the absence of the
Chairman of the Board or if there be no Chairman of the Board, shall preside at
all meetings of the stockholders and Directors. He shall have such other or
further duties and authority as may be prescribed elsewhere in these By-laws or
from time to time by the Board of Directors. If a Chairman of the Board be
elected or appointed and designated as the chief executive officer of the
Corporation, as provided in Section 30, the President shall perform such duties
as may be specifically delegated to him by the Board of Directors or are
conferred by law exclusively upon him and in the absence, disability, or
inability or refusal to act of the Chairman of the Board, the President shall
perform the duties and exercise the powers of the Chairman of the Board.

                  VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS

     Section 33. The Vice President, or if there shall be more than one, the
Vice Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President, and shall perform such


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other duties and have such other powers as the Board of Directors may from time
to time prescribe.

     Section 34. The Assistant Vice President, if any, or if there be more than
one, the Assistant Vice Presidents in the order determined by the Board of
Directors, shall, in the absence or disability of the Vice President, perform
the duties and exercise the powers of the Vice President and shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.

                       SECRETARY AND ASSISTANT SECRETARIES

     Section 35. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation, and when authorized by the Board, affix the same to
any instrument requiring it, and when so affixed it shall be attested by his
signature or by the signature of an Assistant Secretary.

     Section 36. The Assistant Secretary, if any, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                      THE TREASURER AND ASSISTANT TREASURER

     Section 37. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipt and
disbursements in books belonging to the Corporation and shall deposit all
monies, and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.

     Section 38. The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. He shall perform all of the acts incidental to the office of
Treasurer, subject to the control of the Board of Directors.

     Section 39. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration of the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and


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other property of whatever kind in his possession or under his control belonging
to the Corporation.

     Section 40. The Assistant Treasurer, if any, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
or if there be no such determination, the Assistant Treasurer designated by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                          THE CHIEF COMPLIANCE OFFICER

     Section 41. The Chief Compliance Officer shall be the principal officer of
the Corporation responsible for administering its compliance policies and
procedures. The Chief Compliance Officer shall have the power to develop and
enforce policies and procedures reasonably designed to prevent the Corporation
from violating the securities laws applicable to its operations. The Chief
Compliance Officer shall serve at the pleasure of the Board of Directors and
reports directly to the Board. The Chief Compliance Officer shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors, these Bylaws, or the federal securities laws.

                               GENERAL PROVISIONS

                            CLOSING OF TRANSFER BOOKS

     Section 42. The Board of Directors may fix, in advance, a date as the
record date for the purpose of determining stockholders entitled to notice of,
or to vote at, any meeting of stockholders, or stockholders entitled to receive
payment of any dividend or the allotment of any rights, or in order to make a
determination of stockholders of record for any other proper purpose. Such date,
in any case, shall be not more than 90 days, and in case of a meeting of
stockholders not less than ten days, prior to the date on which the particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, prior to the date on which the particular action requiring
such determination of stockholders is to be taken, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period not to
exceed, in any case, 20 days. If the stock transfer books are closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days
immediately preceding such meeting.

     Section 43. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Maryland.


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                                    DIVIDENDS

     Section 44. Dividends upon the capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, in property, or in its own shares. The authority of the
Board of Directors regarding the declaration and payment of dividends is
subject, however, to the provisions of the Investment Company Act, the laws of
Maryland and the Articles of Incorporation.

                            EXECUTION OF INSTRUMENTS

     Section 45. All documents, transfers, contracts, agreements, requisitions
or orders, promissory notes, assignments, endorsements, checks, drafts, and
orders for payment of money, notes and other evidences of indebtedness, issued
in the name of the Corporation, and other instruments requiring execution by the
Corporation, shall be signed by such officer or officers as the Board of
Directors may from time to time designate or, in the absence of such
designation, by the President.

                                   FISCAL YEAR

     Section 46. The fiscal year of the Corporation shall end on July 31 of each
year unless the Board of Directors shall determine otherwise.

                                      SEAL

     Section 47. The corporate seal of the Corporation shall have inscribed
thereon the name and the state of incorporation of the Corporation. The form of
the seal shall be subject to alteration by the Board of Directors and the seal
may be used by causing it or a facsimile to be impressed or affixed or printed
or otherwise reproduced. In lieu of affixing the corporate seal to any document
it shall be sufficient to meet the requirements of any law, rule, or regulation
relating to a corporate seal to affix the word "(Seal)" adjacent to the
signature of the authorized officer of the Corporation.

                                  STOCK LEDGER

     Section 48. The Corporation shall maintain at its office in Kansas City,
Missouri, an original stock ledger containing the names and addresses of all
stockholders and the number of shares of each class held by each stockholder.
Such stock ledger may be in written form or any other form capable of being
converted into written form within a reasonable time for visual inspection.

                               STOCK CERTIFICATES

     Section 49. Certificates of stock of the Corporation shall be in the form
approved by the Board of Directors. Subject to Section 50 below, every holder of
stock of the Corporation shall be entitled to have a certificate, signed in the
name of the Corporation by the President, or any Vice President and
countersigned by the Treasurer or an Assistant Treasurer or the Secretary or


                                       9


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an Assistant Secretary, certifying the number and kind of shares owned by him in
the Corporation. Such certificate may be sealed with the corporate seal of the
Corporation. Such signatures may be either manual or facsimile signatures and
the seal may be either facsimile or any other form of seal. In case any officer,
transfer agent, or registrar who shall have signed any such certificate, or
whose facsimile signature has been placed thereon, shall cease to be such an
officer, transfer agent or registrar (because of death, resignation or
otherwise) before such certificate is issued, such certificate may be issued and
delivered by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.

     Section 50. The Board of Directors, by resolution, may at any time
authorize the issuance without certificates of some or all of the shares of one
or more of the classes or series of the Corporation's stock. Such issuances
without certificates shall be made in accordance with the requirements therefor
set forth in Sections 2-210(c) and 2-211 of the Maryland General Corporation Law
and Article 8 of the Maryland Commercial Law Article (or any successor
provisions to such statutes). Such authorization will not affect shares already
represented by certificates until such shares are surrendered to the Corporation
for transfer, cancellation or other disposition.


       INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

     Section 51. (a) The Corporation shall indemnify any individual
("Indemnitee") who is a present or former director, officer, employee, or agent
of the Corporation, or who, while a director, officer, employee, or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan who, by reason of his position was, is, or is threatened to be made
a party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter
collectively referred to as a "Proceeding") against any judgments, penalties,
fines, amounts paid in settlement, and expenses (including attorneys' fees)
actually and reasonably incurred by such Indemnitee in connection with any
Proceeding, to the fullest extent that such indemnification may be lawful under
Maryland law. The Corporation shall pay any reasonable expenses so incurred by
such Indemnitee in defending a Proceeding in advance of the final disposition
thereof to the fullest extent that such advance payment may be lawful under
Maryland law. Subject to any applicable limitations and requirements set forth
in the Corporation's Articles of Incorporation and in these By-laws, any payment
of indemnification or advance of expenses shall be made in accordance with the
procedures set forth in Maryland law.

     (b) Anything in this Section 51 to the contrary notwithstanding, nothing in
this Section 51 shall protect or purport to protect any Indemnitee against any
liability to the Corporation or its stockholders, whether or not there has been
an adjudication of liability, to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office ("Disabling Conduct").


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     (c) Anything in this Section 51 to the contrary notwithstanding, no
indemnification shall be made by the Corporation to any Indemnitee unless:

               (i)  there is a final decision on the merits by a court or other
                    body before whom the Proceeding was brought that the
                    Indemnitee was not liable by reason of Disabling Conduct; or

               (ii) in the absence of such a decision, the Corporation's Board
                    of Directors, based upon a review of the facts, forms a
                    reasonable belief that the Indemnitee was not liable by
                    reason of Disabling Conduct, which reasonable belief may be
                    formed:

                    (A)  by the vote of a majority of a quorum of directors who
                         are neither "interested persons" of the Corporation as
                         defined in Section 2(a)(19) of the Investment Company
                         Act, nor parties to the Proceeding; or

                    (B)  based on a written opinion of independent legal
                         counsel.

     (d) Anything in this Section 51 to the contrary notwithstanding, any
advance of expenses by the Corporation to any Indemnitee shall be made only upon
the undertaking by such Indemnitee to repay the advance unless it is ultimately
determined that such Indemnitee is entitled to indemnification as above
provided, and only if one of the Corporation's Board of Directors:

               (i)  obtains assurances that the advance will be repaid by (A)
                    the Corporation receiving collateral from the Indemnitee for
                    his undertaking or (B) the Corporation obtaining insurance
                    against losses by reason of any lawful advances;; or

               (ii) has a reasonable belief that the Indemnitee has not engaged
                    in Disabling Conduct and will ultimately be found entitled
                    to indemnification, which reasonable belief may be formed:

                    (A)  by a majority of a quorum of directors who are neither
                         "interested persons" of the Corporation as defined in
                         Section 2(a)(19) of the Investment Company Act, nor
                         parties to the Proceeding; or

                    (B)  based upon a written opinion of an independent legal
                         counsel that in turn is based on counsel's review of
                         readily available facts (which review shall not require
                         a full trial-type inquiry).

     (e) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 51 shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any law, bylaw,


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agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 51 shall, unless otherwise provided when authorized or
ratified, continue as to an Indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such an Indemnitee.

     (g) For purposes of this Section 51, references to (i) the "Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another trust, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section 51 with respect
to the resulting or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had continued; (ii)
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and (iii) "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves service by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries.

     (h) This Section 51 does not apply to any proceeding against any trustee,
investment manager or other fiduciary of an employee benefit plan in that
person's capacity as such, even though that person may also be an agent of this
Corporation as defined in Subsection (a) of this Section 51. Nothing contained
in this Section 51 shall limit any right to indemnification to which such a
director, investment manager or other fiduciary may be entitled by contract or
otherwise which shall be enforceable to the extent permitted by applicable law
other than this Section 51.

     Section 52. To the fullest extent permitted by applicable Maryland law and
by Sections 17(h) and 17(i) of the Investment Company Act, or any successor
provisions thereto or interpretations thereunder, the Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint venture,
trust, other enterprise, or employee benefit plan, against any liability
asserted against him and incurred by him in any such capacity or arising out of
his position, whether or not the Corporation would have the power to indemnify
him against such liability pursuant to Section 2-418 of the Maryland General
Corporation Law.

                                   AMENDMENTS

     Section 53. The Board of Directors shall have the power, at any regular
meeting or at any special meeting if notice thereof be included in the notice of
such special meeting, to alter or repeal any or all By-laws of the Corporation
and to adopt new By-laws.


                                       12

                                                                    EXHIBIT 99.d


                       American Century Growth Funds, Inc.


                              MANAGEMENT AGREEMENT

     THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 15th day of May,
2006, by and between AMERICAN CENTURY GROWTH FUNDS, INC., a Maryland corporation
(hereinafter called the "Company"), and AMERICAN CENTURY INVESTMENT MANAGEMENT,
INC., a Delaware corporation (hereinafter called the "Investment Manager").

     WHEREAS, the Investment Manager is registered as an investment advisor with
the Securities and Exchange Commission;

     WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered its shares for public offering under the Securities Act of
1933, as amended; and

     WHEREAS, the Company is authorized to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares of the Company, including those Funds
listed on Schedule A hereto.

     NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:

1.   INVESTMENT MANAGEMENT SERVICES. The Investment Manager shall supervise the
     investments of each class of each series of shares of the Company
     contemplated as of the date hereof, and each class of each subsequent
     series of shares as the Company shall select the Investment Manager to
     manage. In such capacity, the Investment Manager shall either directly, or
     through the utilization of others as contemplated by Section 7 below,
     maintain a continuous investment program for each series, determine what
     securities shall be purchased or sold by each series, secure and evaluate
     such information as it deems proper and take whatever action is necessary
     or convenient to perform its functions, including the placing of purchase
     and sale orders. In performing its duties hereunder, the Investment Manager
     will manage the portfolio of all classes of shares of a particular series
     as a single portfolio.

2.   COMPLIANCE WITH LAWS. All functions undertaken by the Investment Manager
     hereunder shall at all times conform to, and be in accordance with, any
     requirements imposed by:

     (a)  the 1940 Act and any rules and regulations promulgated thereunder;

     (b)  any other applicable provisions of law;

     (c)  the Articles of Incorporation of the Company as amended from time to
          time;

     (d)  the Bylaws of the Company as amended from time to time;

     (e)  the Multiple Class Plan; and

     (f)  the registration statement(s) of the Company, as amended from time to
          time, filed under the Securities Act of 1933 and the 1940 Act.


                                                                          Page 1



                                             AMERICAN CENTURY GROWTH FUNDS, INC.


3.   BOARD SUPERVISION. All of the functions undertaken by the Investment
     Manager hereunder shall at all times be subject to the direction of the
     Board of Directors of the Company, its executive committee, or any
     committee or officers of the Company acting under the authority of the
     Board of Directors.

4.   PAYMENT OF EXPENSES. The Investment Manager will pay all of the expenses of
     each class of each series of the Company's shares that it shall manage
     other than interest, taxes, brokerage commissions, extraordinary expenses,
     the fees and expenses of those directors who are not "interested persons"
     as defined in the 1940 Act (hereinafter referred to as the "Independent
     Directors") (including counsel fees), and expenses incurred in connection
     with the provision of shareholder services and distribution services under
     a plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Investment
     Manager will provide the Company with all physical facilities and personnel
     required to carry on the business of each class of each series of the
     Company's shares that it shall manage, including but not limited to office
     space, office furniture, fixtures and equipment, office supplies, computer
     hardware and software and salaried and hourly paid personnel. The
     Investment Manager may at its expense employ others to provide all or any
     part of such facilities and personnel.

5.   ACCOUNT FEES. The Company, by resolution of the Board of Directors,
     including a majority of the Independent Directors, may from time to time
     authorize the imposition of a fee as a direct charge against shareholder
     accounts of any class of one or more of the series, such fee to be retained
     by the Company or to be paid to the Investment Manager to defray expenses
     which would otherwise be paid by the Investment Manager in accordance with
     the provisions of paragraph 4 of this Agreement. At least sixty days prior
     written notice of the intent to impose such fee must be given to the
     shareholders of the affected class and series.

6.   MANAGEMENT FEES.

     (a)  In consideration of the services provided by the Investment Manager,
          each class of each series of shares of the Company managed by the
          Investment Manager shall pay to the Investment Manager a management
          fee that is calculated as described in this Section 6 using the fee
          schedules set forth on Schedule A.

     (b)  DEFINITIONS

          (1)  An "INVESTMENT TEAM" is the Portfolio Managers that the
               Investment Manager has designated to manage a given portfolio.

          (2)  An "INVESTMENT STRATEGY" is the processes and policies
               implemented by the Investment Manager for pursuing a particular
               investment objective managed by an Investment Team.

          (3)  A "PRIMARY STRATEGY PORTFOLIO" is each series of the Company, as
               well as any other series of any other registered investment
               company for which the Investment Manager serves as the investment
               manager and for which American Century Investment Services, Inc.
               serves as the distributor.


                                                                          Page 2


                                             AMERICAN CENTURY GROWTH FUNDS, INC.



          (4)  A "SECONDARY STRATEGY PORTFOLIO" of a series of the Company is
               another account managed by the Investment Manager that is managed
               by the same Investment Team but is not a Primary Strategy
               Portfolio.

          (5)  The "SECONDARY STRATEGY SHARE RATIO" of a series of the Company
               is calculated by dividing the net assets of the series by the sum
               of the Primary Strategy Portfolios that share a common Investment
               Strategy.

          (6)  The "SECONDARY STRATEGY ASSETS" of a series of the Company is the
               sum of the net assets of the series' Secondary Strategy
               Portfolios multiplied by the series' Secondary Strategy Share
               Ratio.

          (7)  The "INVESTMENT STRATEGY ASSETS" of a series of the Company is
               the sum of the net assets of the series and the series' Secondary
               Strategy Assets.

          (8)  The "PER ANNUM FEE DOLLAR AMOUNT" is the dollar amount resulting
               from applying the applicable Fee Schedule for a class of a series
               of the Company using the Investment Strategy Assets.

          (9)  The "PER ANNUM FEE RATE" for a class of a series of the Company
               is the percentage rate that results from dividing the Per Annum
               Fee Dollar Amount for the class of a series by the Investment
               Strategy Assets of the series.

     (c)  DAILY MANAGEMENT FEE CALCULATION. For each calendar day, each class of
          each series of shares set forth on Schedule A shall accrue a fee
          calculated by multiplying the Per Annum Fee Rate for that class times
          the net assets of the class on that day, and further dividing that
          product by 365 (366 in leap years).

     (d)  MONTHLY MANAGEMENT FEE PAYMENT. On the first business day of each
          month, each class of each series of shares set forth on Schedule A
          shall pay the management fee to the Investment Manager for the
          previous month. The fee for the previous month shall be the sum of the
          Daily Management Fee Calculations for each calendar day in the
          previous month.

     (e)  ADDITIONAL SERIES OR CLASSES. In the event that the Board of Directors
          of the Company shall determine to issue any additional series or
          classes of shares for which it is proposed that the Investment Manager
          serve as investment manager, the Company and the Investment Manager
          may enter into an Addendum to this Agreement setting forth the name of
          the series and/or class, the Fee Schedule for each and such other
          terms and conditions as are applicable to the management of such
          series of shares.

7.   SUBCONTRACTS. In rendering the services to be provided pursuant to this
     Agreement, the Investment Manager may, from time to time, engage or
     associate itself with such persons or entities as it determines is
     necessary or convenient in its sole discretion and may contract with such
     persons or entities to obtain information, investment advisory and
     management services, or such other services as the Investment Manager deems
     appropriate. Any fees, compensation or expenses to be paid to any such
     person or entity shall be paid by the Investment Manager, and no obligation
     to such person or entity shall be incurred on behalf of the Company. Any
     arrangement entered into pursuant to this paragraph shall, to the extent
     required by law, be subject to the


                                                                          Page 3


                                             AMERICAN CENTURY GROWTH FUNDS, INC.



     approval of the Board of Directors of the Company, including a majority of
     the Independent Directors, and the shareholders of the Company.

8.   CONTINUATION OF AGREEMENT. This Agreement shall continue in effect until
     July 31, 2006, unless sooner terminated as hereinafter provided, and shall
     continue in effect from year to year thereafter only so long as such
     continuance is specifically approved at least annually by the Board of
     Directors of the Company (including a majority of those Directors who are
     not parties hereto or interested persons of any such party) cast in person
     at a meeting called for the purpose of voting on the approval of the terms
     of such renewal, or by the vote of a majority of the outstanding class of
     voting securities of each series. The annual approvals provided for herein
     shall be effective to continue this Agreement from year to year if given
     within a period beginning not more than ninety (90) days prior to July 31
     of each applicable year, notwithstanding the fact that more than three
     hundred sixty-five (365) days may have elapsed since the date on which such
     approval was last given.

9.   TERMINATION. This Agreement may be terminated by the Investment Manager at
     any time without penalty upon giving the Company 60 days' written notice,
     and may be terminated at any time without penalty by the Board of Directors
     of the Company or by vote of a majority of the outstanding voting
     securities of each class of each series on 60 days' written notice to the
     Investment Manager.

10.  EFFECT OF ASSIGNMENT. This Agreement shall automatically terminate in the
     event of assignment by the Investment Manager, the term "assignment" for
     this purpose having the meaning defined in Section 2(a)(4) of the 1940 Act.

11.  OTHER ACTIVITIES. Nothing herein shall be deemed to limit or restrict the
     right of the Investment Manager, or the right of any of its officers,
     directors or employees (who may also be a director, officer or employee of
     the Company), to engage in any other business or to devote time and
     attention to the management or other aspects of any other business, whether
     of a similar or dissimilar nature, or to render services of any kind to any
     other corporation, firm, individual or association.

12.  STANDARD OF CARE. In the absence of willful misfeasance, bad faith, gross
     negligence, or reckless disregard of its obligations or duties hereunder on
     the part of the Investment Manager, it, as an inducement to it to enter
     into this Agreement, shall not be subject to liability to the Company or to
     any shareholder of the Company for any act or omission in the course of, or
     connected with, rendering services hereunder or for any losses that may be
     sustained in the purchase, holding or sale of any security.

13.  SEPARATE AGREEMENT. The parties hereto acknowledge that certain provisions
     of the 1940 Act, in effect, treat each series of shares of an investment
     company as a separate investment company. Accordingly, the parties hereto
     hereby acknowledge and agree that, to the extent deemed appropriate and
     consistent with the 1940 Act, this Agreement shall be deemed to constitute
     a separate agreement between the Investment Manager and each series of
     shares of the Company managed by the Investment Manager.

14.  USE OF THE NAME "AMERICAN CENTURY". The name "American Century" and all
     rights to the use of the name "American Century" are the exclusive property
     of American Century Proprietary Holdings, Inc. ("ACPH"). ACPH has consented
     to, and granted a non-exclusive license for, the

                                                                          Page 4


                                             AMERICAN CENTURY GROWTH FUNDS, INC.


     use by the Company of the name "American Century" in the name of the
     Company and any series of shares thereof. Such consent and non-exclusive
     license may be revoked by ACPH in its discretion if ACPH, the Investment
     Manager, or a subsidiary or affiliate of either of them is not employed as
     the investment adviser of each series of shares of the Company. In the
     event of such revocation, the Company and each series of shares thereof
     using the name "American Century" shall cease using the name "American
     Century" unless otherwise consented to by ACPH or any successor to its
     interest in such name.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers as of the day and year first above
written.


AMERICAN CENTURY INVESTMENT MANAGEMENT,      AMERICAN CENTURY GROWTH FUNDS, INC.
INC,

/s/ Charles A. Etherington                   /s/ David H. Reinmiller
-------------------------------------        -----------------------------------
CHARLES A. ETHERINGTON                       DAVID H. REINMILLER
Senior Vice President                        Vice President















                                                                          Page 5




AMERICAN CENTURY GROWTH FUNDS, INC.                    SCHEDULE A: FEE SCHEDULES
--------------------------------------------------------------------------------

                                                    SCHEDULE A

                                                   FEE SCHEDULES

==================== =============== =================================================================================
                     INVESTMENT
                     STRATEGY
SERIES               ASSETS                                       FEE SCHEDULE BY CLASS
==================== =============== ---------------------------------------------------------------------------------
                                                   INSTITU-
                                      INVESTOR      TIONAL      ADVISOR        A          B           C          R
==================== =============== =========== ============ =========== ========== =========== ========== ==========
Legacy Large Cap     First $500        1.100%      0.900%       0.850%       n/a        n/a         n/a      1.100%
Fund                 million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $500         1.050%      0.850%       0.800%       n/a        n/a         n/a      1.050%
                     million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $4
                     billion           1.000%      0.800%       0.750%       n/a        n/a         n/a      1.000%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.990%      0.790%       0.740%       n/a        n/a         n/a      0.990%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.980%      0.780%       0.730%       n/a        n/a         n/a      0.980%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.970%      0.770%       0.720%       n/a        n/a         n/a      0.970%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5           0.950%      0.750%       0.700%       n/a        n/a         n/a      0.950%
                     billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5           0.900%      0.700%       0.650%       n/a        n/a         n/a      0.900%
                     billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Over $30          0.800%      0.600%       0.550%       n/a        n/a         n/a      0.800%
                     billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
Legacy Multi Cap     First $500        1.150%      0.950%       0.900%       n/a        n/a         n/a      1.150%
Fund                 million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $500         1.100%      0.900%       0.850%       n/a        n/a         n/a      1.100%
                     million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $4
                     billion           1.050%      0.850%       0.800%       n/a        n/a         n/a      1.050%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           1.040%      0.840%       0.790%       n/a        n/a         n/a      1.040%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           1.030%      0.830%       0.780%       n/a        n/a         n/a      1.030%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           1.020%      0.820%       0.770%       n/a        n/a         n/a      1.020%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           1.000%      0.800%       0.750%       n/a        n/a         n/a      1.000%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.950%      0.750%       0.700%       n/a        n/a         n/a      0.950%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Over $30          0.850%      0.650%       0.600%       n/a        n/a         n/a      0.850%
                     billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------



                                                                        Page A-1


AMERICAN CENTURY GROWTH FUNDS, INC.                    SCHEDULE A: FEE SCHEDULES
--------------------------------------------------------------------------------





==================== =============== =================================================================================
                     INVESTMENT
                     STRATEGY
SERIES               ASSETS                                       FEE SCHEDULE BY CLASS
==================== =============== ---------------------------------------------------------------------------------
                                                   INSTITU-
                                      INVESTOR      TIONAL      ADVISOR        A          B           C          R
==================== =============== =========== ============ =========== ========== =========== ========== ==========
Legacy Focused       First $500        1.100%      0.900%       0.850%       n/a        n/a         n/a      1.100%
Large Cap Fund       million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $500
                     million           1.050%      0.850%       0.800%       n/a        n/a         n/a      1.050%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $4
                     billion           1.000%      0.800%       0.750%       n/a        n/a         n/a      1.000%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.990%      0.790%       0.740%       n/a        n/a         n/a      0.990%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.980%      0.780%       0.730%       n/a        n/a         n/a      0.980%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.970%      0.770%       0.720%       n/a        n/a         n/a      0.970%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.950%      0.750%       0.700%       n/a        n/a         n/a      0.950%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.900%      0.700%       0.650%       n/a        n/a         n/a      0.900%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Over $30
                     billion           0.800%      0.600%       0.550%       n/a        n/a         n/a      0.800%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------




                                                                        Page A-2

                                                                    EXHIBIT 99.e


                             DISTRIBUTION AGREEMENT


     THIS DISTRIBUTION AGREEMENT is made and entered into this 15th day of May,
2006, by and between AMERICAN CENTURY GROWTH FUNDS, INC. (the "Issuer"), a
Maryland corporation and AMERICAN CENTURY INVESTMENT SERVICES, INC.
("Distributor"), a Delaware corporation.


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

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

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

     WHEREAS, the Board of Director of the Funds (collectively, the "Board")
wish to engage the Distributor to act as the distributor of the Funds;

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


SECTION 1. GENERAL RESPONSIBILITIES

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

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





     Fund's series at least once on each day on which the Fund is open for
     business, as described in its current prospectus.

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

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

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


SECTION 2. COMPENSATION

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

B.   ADVISOR CLASS AND R CLASS SHARES. For the services provided and expenses
     incurred by Distributor as described in SECTION 2 AND SECTION 3 of the
     relevant Master Distribution and Individual Shareholder Services Plan
     adopted by the Board with respect to the Advisor Class and R Class of such
     Funds, Distributor shall be compensated as set forth in such Master
     Distribution and Individual Shareholder Services Plan. Distributor shall
     not be entitled to any other compensation for its services hereunder with
     respect to the Advisor Class and R Class of shares.





                                       2



SECTION 3. EXPENSES

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

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


SECTION 4. INDEPENDENT CONTRACTOR

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






SECTION 5. AFFILIATION WITH THE FUNDS

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


SECTION 6. BOOKS AND RECORDS

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


SECTION 7. SERVICES NOT EXCLUSIVE

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


SECTION 8. RENEWAL AND TERMINATION

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

b.   TERMINATION. This Agreement may be terminated at any time, without payment
     of any penalty, by a Fund's Board, upon 60 days' written notice to
     Distributor, and by Distributor upon 60 days' written notice to the Fund.
     This Agreement shall terminate automatically


                                       2




     in the event of its assignment. The term "assignment" shall have the
     meaning set forth for such term in Section 2(a)(4) of the 1940 Act.


SECTION 9. SEVERABILITY

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


SECTION 10. APPLICABLE LAW

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


SECTION 11. AMENDMENT

This Agreement and the Schedules forming a part hereof may be amended at any
time by a writing signed by each of the parties hereto. In the event that the
Board of any additional funds indicate by resolution that such funds are to be
made parties to this Agreement, whether such funds were in existence at the time
of the effective date of this Agreement or subsequently formed, SCHEDULE A
hereto shall be amended to reflect the addition of such new funds and such new
funds shall thereafter become parties hereto. In the event that such new funds
issue multiple classes of shares, SCHEDULES B, C D AND E, as appropriate, shall
be amended to reflect the addition of such new funds' classes. In the event that
any of the Funds listed on SCHEDULE A terminates its registration as a
management investment company, or otherwise ceases operations, SCHEDULE A (and,
as appropriate, SCHEDULES B, C, D OR E) shall be amended to reflect the deletion
of such Fund and its various classes.



                             AMERICAN CENTURY INVESTMENT SERVICES, INC.


                             By: /s/ Jon W. Zindel
                                ------------------------------------------------
                                Jon W. Zindel
                                Vice President


                             AMERICAN CENTURY GROWTH FUNDS, INC.


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



                                       3






                                   SCHEDULE A

           COMPANIES AND FUNDS COVERED BY THIS DISTRIBUTION AGREEMENT

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

AMERICAN CENTURY GROWTH FUNDS, INC.

  Legacy Focused Large Cap Fund                     May 15, 2006
  Legacy Large Cap Fund                             May 15, 2006
  Legacy Multi Cap Fund                             May 15, 2006




                                                                        page A-1










                                   SCHEDULE B

                              INVESTOR CLASS FUNDS

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

AMERICAN CENTURY GROWTH FUNDS, INC.

  Legacy Focused Large Cap Fund                     May 15, 2006
  Legacy Large Cap Fund                             May 15, 2006
  Legacy Multi Cap Fund                             May 15, 2006






                                                                        page B-1







                                   SCHEDULE C

                            INSTITUTIONAL CLASS FUNDS


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

AMERICAN CENTURY GROWTH FUNDS, INC.

  Legacy Focused Large Cap Fund                     May 15, 2006
  Legacy Large Cap Fund                             May 15, 2006
  Legacy Multi Cap Fund                             May 15, 2006






                                                                        page C-1






                                   SCHEDULE D

                               ADVISOR CLASS FUNDS

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

AMERICAN CENTURY GROWTH FUNDS, INC.

  Legacy Focused Large Cap Fund                     May 15, 2006
  Legacy Large Cap Fund                             May 15, 2006
  Legacy Multi Cap Fund                             May 15, 2006







                                                                        page D-1







                                   SCHEDULE E

                                  R CLASS FUNDS

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

AMERICAN CENTURY GROWTH FUNDS, INC.

  Legacy Focused Large Cap Fund                     May 15, 2006
  Legacy Large Cap Fund                             May 15, 2006
  Legacy Multi Cap Fund                             May 15, 2006







                                                                        page E-1

                                                                   EXHIBIT 99.e2


                   AMERICAN CENTURY INVESTMENT SERVICES, INC.
                                 P.O. Box 410274
                                4500 Main Street
                        Kansas City, Missouri 64141-0274


                             DEALER/AGENCY AGREEMENT


Ladies and Gentlemen:

     We, American Century Investment Services, Inc. ("Distributor" or "we") are
the distributor of the shares of the American Century family of mutual funds
(collectively, the "Funds", and individually, a "Fund"). As such, we have the
right, as agent for the Funds, to arrange for the sale of shares of the Funds to
dealers or the public, or both. We invite you to make shares of the various
classes of the Funds available to your customer upon the following terms and
conditions:

     1. AVAILABILITY OF FUND SHARES. As Distributor of the Funds, we agree to
cause the Funds to sell to, redeem from and exchange for you shares of
beneficial interest ("Shares") of one or more classes of the Funds, subject to
the terms and conditions of this Agreement, the Funds' then-current prospectus,
any limitations imposed by any of the Funds or the investment advisor of the
Funds. To the extent that a prospectus contains provisions that are inconsistent
with the terms of this Agreement, the terms of the prospectus shall control.

     2. PURCHASE AND SALE OF FUND SHARES. (a) The public offering price at which
you may offer the Shares is the net asset value thereof plus any sales charge
applicable to such Shares (the "Sales Charge"), as computed from time to time as
described in the then-current prospectus or statement of additional information
(collectively, the "Prospectus") of the applicable class of the relevant Fund.
You agree to make Shares of the Funds available to your customers subject to
minimum investment requirements applicable to each order, unless you register
your customer purchases in your name and omnibus account as nominee. You further
acknowledge and agree that tracking and application of any Sales Charge,
including any scheduled variation in, or elimination of, such Sales Charge, is
your responsibility and will be charged uniformly to all offerees in the class
specified in the Prospectus. You understand that all orders are subject to
acceptance or rejection by us or the Funds in the sole discretion of either.

     (b) Each transaction is always made subject to confirmation by us at the
offering price next computed after receipt of the order. Subject to Sections
2(d), 2(h) and 2(i) below, orders to purchase, redeem and exchange Fund Shares
("Orders") received by you prior to the price time for each Fund as set forth in
its prospectus (the "Price Time"), generally the close of regular trading (the
"Close of Trading") on the New York Stock Exchange (the "Exchange") on any given
business day (currently 4:00 p.m. Eastern time) (each a "Business Day") and
transmitted to the Funds' transfer agent prior to the Price Time on such
Business Day will be executed at the net asset value determined as of the
relevant Fund's Price Time on the Business Day you received such Order. Any
Orders transmitted to the transfer agent after a Fund's Price Time on a Business
Day will be executed at the net asset value determined as of that Fund's Price
Time on the next Business Day.

     (c) The day as of which an Order is executed pursuant to the provisions set
forth above is referred to as the "Trade Date."

     (d) Any Order by you for the purchase of shares of the Funds through us
shall be accepted at the time when it is received by us, the Funds' transfer
agent or any clearinghouse agency we may designate from time to time, unless
rejected by us or the Funds' transfer agent. We will not accept any Order from
you that is placed on a conditional basis or is subject to any delay or
contingency prior to execution.

     (e) Subject to Section 2(g) hereof, with respect to the Funds, the Shares
of which are indicated in that Fund's Prospectus as being sold with a Sales
Charge (the "Load Funds"), you will be allowed the concessions from the public
offering price provided in the Load Funds' Prospectus and/or periodic
instruction from us. If a Load Fund is sold but the front-end load is waived,
you will not receive any concession. With respect to the Funds, the Shares of
which are indicated in that Fund's Prospectus as being sold with a contingent
deferred sales charge or early withdrawal charge (the "CDSC Funds"), you will be
paid a concession as disclosed in the CDSC Fund's Prospectus and/or periodic
instructions from us. If a CDSC Fund is sold but the CDSC is waived, you will
not receive any concession. All dealer concessions are subject to change without
notice by us and will comply with any changes in regulatory requirements. You
agree that you will not combine customer orders to reach breakpoints in
concessions for any purpose whatsoever unless authorized by the Prospectus or by
us in writing.

     (f) Certain of the classes of certain Funds have adopted distribution plans
pursuant to which we, on behalf of each such Fund, will pay a distribution fee
and, for some classes, a service fee to dealers in accordance with the
provisions of such Funds' distribution plans. The service fee is paid in
accordance with Section 2(g) hereof as additional consideration for, depending
on the class, all individual shareholder services, including account maintenance
services, or administrative services provided by you to shareholders of the
applicable Fund. The distribution fee is paid to the broker of record as
consideration for the distribution services the broker of record provides to its
clients, including receiving and answering correspondence, assisting investors
in completing application forms and selecting dividend and other account
options, providing facilities to answer questions from clients about the Funds,
and other past and continuing services to clients. The provisions and terms of
these Funds' distribution plans are described in their respective Prospectuses,
and you hereby agree that we have made no representations to you with respect to
the distribution plans of such Funds in addition to, or



                                       2




conflicting with, the description set forth in their respective Prospectuses. No
dealer discount or concession is applicable to Shares representing reinvested
dividends and distributions. No interest will accrue on amounts represented by
uncashed dealer discount, concession, service fee or distribution fee checks.

     (g) Notwithstanding any other provision hereof, any dealer concessions,
service fees or other payments described herein shall be paid only to the broker
of record pursuant to our records, whether that broker is the executing or
clearing broker. Only one broker may be designated as the broker of record on
any account.

     (h) Any Order placed by you for the purchase of Shares of a Fund is subject
to the timely receipt by the Fund's transfer agent of all required documents in
good order. If such documents are not received within a reasonable time after
the Order is placed, the Order is subject to cancellation, in which case you
agree to be responsible for any loss resulting to the Fund or to us from such
cancellation.

     (i) Notwithstanding Section 2(b) above, if the Securities and Exchange
Commission adopts a rule, or Congress adopts a law, that changes the
requirements for intermediaries with regard to accepting Orders on behalf of the
Funds, the timing of transmitting Orders to the Funds, or otherwise affects the
way Orders are accepted, transmitted or priced, Section 2(b) shall be deemed to
be automatically amended to comply with such new rule or law.

     (j) You represent and warrant that you will consider all guidelines from
the National Association of Securities Dealers ("NASD") and the Securities and
Exchange Commission ("SEC") when determining whether a Fund is appropriate for
your client, and which class is most appropriate. You further represent and
warrant that you will recommend Shares only for those clients for whom the
investment is suitable according to any such guidelines current at the time of
the recommendation.

     3. REDEMPTIONS. If any Shares of any of the Load Funds sold to you under
the terms of this Agreement are redeemed by the Fund or repurchased for the
account of the Funds or are tendered to the Funds for redemption or repurchase
within seven (7) business days after the Trade Date of your original purchase
order therefor, you agree to pay forthwith to us the full amount of the
concession, if any, allowed to you on the original sale.

     4. QUALIFICATION AS A BROKER/DEALER OR A BANK. (a) You represent (i) that
you are registered as a broker and/or dealer under the Securities Exchange Act
of 1934, as amended, and are licensed and qualified as a broker and/or dealer or
otherwise authorized to offer and sell the Shares under the laws of each
jurisdiction in which the Shares will be offered and sold by you, or are a bank
as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as
amended, and in either case are duly authorized to engage in the activities to
be performed by you hereunder; (ii) your agents and employees are and will
remain duly registered and licensed to offer and sell


                                       3



Shares in those jurisdictions in which you do so; and (iii) if you are a
broker/dealer, you are a member in good standing of the ("NASD") and agree to
maintain such membership (or in the alternative, that you are a foreign dealer
not required to be an NASD member). You agree to abide by all applicable state
and federal laws and the rules and regulations of the SEC, the NASD, and any
other authorized regulatory agency that are binding upon underwriters and
dealers in the distribution of securities of open-end investment companies,
including, without limitation, Rule 2830 (formerly Article III, Section 26) of
the NASD Conduct Rules, all of which are incorporated herein as if set forth in
full, or you represent that you are exempt from compliance with such laws, rules
and regulations. You agree not to sell or offer for sale Shares in any state or
jurisdiction where they have not been qualified for sale or in which you are not
qualified as a broker, dealer or bank. You agree to notify us immediately if you
cease to be registered or licensed as a broker and/or dealer or fail to remain
as a member in good standing of the NASD, or if you cease to be a bank, as
defined above.

     (b) Should you provide brokerage clearing services to broker-dealers or
other financial intermediaries who wish to sell Shares to their clients
("Originating Firms"), you represent that you and each such Originating Firm are
parties to a clearing agreement which conforms in all respects to the
requirements of Rule 3230 of the NASD Conduct Rules or, as applicable, the rules
of a national securities exchange. In connection with your provision of such
brokerage clearing services, you acknowledge and agree that we have no
responsibility for determining whether Shares are suitable for clients of your
Originating Firms.

     5. COMPLIANCE PROCEDURES AND SALES MATERIALS. (a) "Sales Material," as used
herein, shall include, without limitation, promotional materials, sales
literature, advertisements, press releases, announcements, research reports,
market letters, performance reports or summaries, and other similar materials,
including sales materials intended for wholesale use (i.e., Investment
Professional Use Only) or retail use.

     (b) Neither you nor any person associated with you shall give any
information or make any representation concerning the Funds or the Shares except
those contained in the then-current prospectus or any Sales Materials furnished
by us or the Funds or approved by us or the Funds in writing in advance for use
in connection therewith (except that Sales Materials provided by us that are
designated as being for Investment Professional Use Only may not be disseminated
to the public). Any Sales Materials, if distributed, must be accompanied by or
preceded by the appropriate Fund's then-current form of prospectus. You agree
that any information given or representations made on the basis of any Sales
Materials shall be consistent with the related information and representations
contained in the applicable Fund prospectus.

     (c) You agree to use your best efforts in the proper instruction and
training of all sales personnel employed by you in order that the Shares will be
made available in accordance with the terms and conditions of this Agreement,
the Prospectus, and all applicable laws, rules and regulations.


                                       4



     (d) We will arrange for the delivery of prospectuses and other related
materials to your clients to the extent such delivery is required by applicable
law. We will bear the cost of such delivery. In the purchase of Shares through
us, you are entitled to rely only on the information contained in the
prospectuses and statements of additional information.

     (e) You agree to provide us with continuous reasonable access to your
offices, representatives and sales personnel, at meetings, in person and via
telephone or the world wide web, and further agree to provide us with sales
reporting information in reasonable detail, including identification of the
offices and representatives responsible for each Order.

     6. ABUSIVE TRADING AND REDEMPTION FEE FUNDS.

     (a) You acknowledge that you have received and reviewed information
regarding our abusive trading policy and redemption fee funds. You represent and
warrant that you have a policy designed to prevent abusive trading in the mutual
funds you offer, including market timing, and that you will provide us with a
copy of such policy upon our reasonable request.

     (b) You covenant and agree that should we identify abusive trading
practices in any of your accounts, you will cooperate with us in seeking to
eliminate such abusive trading activity. In addition, you agree to provide
detailed transaction activity upon our request.

     (c) If you agree to offer Redemption Fee Funds under this Agreement, you
agree to sign a Redemption Fee Payment Agreement with the Distributor, which
sets forth additional details with respect to Redemption Fee Fund availability
and payment obligations.

     (d) If you are unable to track and charge redemption fees as set forth in
Section 6 hereof, you agree to notify us of that fact prior to offering any
Redemption Fee Funds so that we can determine if you have systems appropriate to
deterring abusive trading. In no circumstances can you offer any funds with a
5-year redemption fee period unless you can track and charge the appropriate
redemption fees.

     7. PROCESSING OF TRANSACTIONS.

     (a) If transactions in Fund Shares are to be settled through the National
Securities Clearing Corporation's ("NSCC") Mutual Fund Settlement, Entry, and
Registration Verification (Fund/SERV) system, the following provisions shall
apply:

          (1) Each party to this Agreement represents that it or one of its
     affiliates has entered into the Standard Networking Agreement with the NSCC
     and it desires to participate in the programs offered by the NSCC Fund/SERV
     system which provide (i) an automated process whereby shareholder purchases
     and redemptions, exchanges and


                                       5



     transactions of mutual fund shares are executed through the Fund/SERV
     system, and (ii) a centralized and standardized communication system for
     the exchange of customer-level information and account activity through the
     Fund/SERV Networking system ("Networking").

          (2) For each Fund/SERV transaction, including transactions
     establishing accounts with us or our affiliate, you shall provide the Funds
     and us with all information necessary or appropriate to establish and
     maintain each Fund/SERV transaction (and any subsequent changes to such
     information), which you hereby certify is and shall remain true and
     correct. You shall maintain documents required by the Funds to effect
     Fund/SERV transactions. Each instruction shall be deemed to be accompanied
     by a representation by you that it has received proper authorization from
     each person whose purchase, redemption, account transfer or exchange
     transaction is effected as a result of such instruction.

          (3) At all times each party shall maintain insurance coverage that is
     reasonable and customary in light of all its responsibilities hereunder and
     under applicable law. Such coverage shall insure for losses resulting from
     the criminal acts, errors or omissions of each party's employees and
     agents.

          (4) The parties agree to participate in Networking with each other
     under the terms of the Standard Networking Agreement, except that (i) the
     section relating to governing law is hereby amended by deleting the second
     sentence of such section, and (ii) the section relating to arbitration of
     disputes is hereby deleted and shall be of no force and effect among the
     parties.

          (5) You represent and warrant that all instructions, questions and
     other correspondence concerning the accounts for which trades are made in
     accordance with this SECTION 7(A) shall come from you, and that individual
     account holders shall contact you, rather than contact us or the Funds
     directly, with instructions, questions and requests concerning the Funds.
     You further represent and warrant that you, rather than us or the Funds,
     has reporting responsibility to your clients for confirmations of
     transactions and monthly, quarterly and year-end statements. You are a
     member of the Securities Investor Protection Corporation and are current
     with the dues required by such membership.

     (b) If transactions in Fund Shares are to be settled directly with the
Funds' transfer agent, the procedures relating to the processing and settlement
of Orders shall be subject to such instructions as we may forward to you from
time to time. Payment for purchase transactions shall be made by wire transfer
or through a clearinghouse agency approved by us to the applicable Fund
custodial account designated by us on the Business Day next following the Trade
Date. Any such wire transfers shall be instituted by your bank prior to 4:00
p.m. Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on
the Business Day next


                                       7



following the Trade Date. If payment for Fund Shares purchased is not timely
received, the Fund may cancel the Order or, at our option, resell the shares to
the applicable Fund at the then prevailing net asset value and you shall be
responsible for all costs to us, the Funds or any affiliate of the Funds
resulting from such resale. You shall be responsible for any loss, expense,
liability or damage, including loss of profit suffered by us and/or the
respective Funds resulting from delay or failure to make timely payment for such
shares or cancellation of any trade, or for any Orders that are processed on an
"as of" basis as an accommodation to you. You shall not be entitled to any gains
generated thereby.

     (c) You agree not to withhold placing Orders received from any customers
for the purchase or sale of Shares so as to profit itself as a result of such
withholding. You shall not purchase Shares through us except for the purpose of
covering purchase Orders received by you, or for your bona fide investment. You
agree to purchase Shares only from the Funds or your customers. If you purchase
Shares from your customers, you will pay such customers not less than the
applicable redemption price as established by the then-current prospectuses of
the Funds.

     8. ADDITIONAL COVENANTS.

     (a) Each party shall comply with all provisions of federal and state laws,
rules and regulations applicable to its respective activities under this
Agreement. All obligations of each party under this Agreement are subject to
compliance with applicable federal and state laws.

     (b) You covenant and agree that all Orders transmitted to us, whether by
telephone, telecopy, or other electronic transmission acceptable to us, shall be
sent by or under the authority and direction of a person designated by you as
being duly authorized to act on behalf of the owner of the Shares held in your
accounts. We shall be entitled to rely on the existence of such authority and to
assume that any person transmitting Orders for the purchase, redemption or
transfer of Fund shares on behalf of you is "an appropriate person" as used in
Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to the
transmission of instructions regarding Fund shares on behalf of the owner of
such Fund shares. You shall maintain the confidentiality of all passwords and
security procedures issued, installed or otherwise put in place with respect to
the use of remote computer terminals and assume full responsibility for the
security therefor. You further agree to be responsible for the accuracy of all
data transmitted to us by you by telephone, telecopy or other electronic
transmission acceptable to us.

     (c) You covenant and agree that all Orders accepted and transmitted by you
hereunder on any Business Day will be based upon instructions that you received
from a client in proper form prior to the Price Time of the relevant Fund on
that Business Day. You shall time stamp all Orders or otherwise maintain records
that will enable the Company to demonstrate compliance with this SECTION 8(C)
hereof. Further, upon our reasonable request, you will provide evidence
reasonably satisfactory to the Funds' Board of Directors to demonstrate your
compliance with Rule 22c-1 requirements and provide us with copies of your
internal control report, if one is


                                       7



obtained. You agree to promptly return any requested certification of such
practices, and understand that if you do not we may require you to stop trading
through the NSCC (if applicable) and send all trades directly to us by each
Fund's price time on any Business Day.

     9. RELATIONSHIP OF PARTIES. You understand and agree that in performing
your services covered by this Agreement, you are acting on your own behalf and
as agent for your customers, and we are in no way responsible for the manner of
your performance or for any of your acts or omissions in connection therewith.
Nothing in this Agreement shall be construed to constitute you or any of your
agents, employees or representatives as our agent, partner, or employee, or the
agent or employee of the Funds. As Distributor of the Funds, we shall have full
authority to take such action as we deem advisable in respect of all matters
pertaining to the distribution of the Shares. Our obligations under this
Agreement are subject to all the provisions of the distribution agreements
entered into between us and the Funds. We shall not be under any obligation to
you, except for obligations expressly assumed by us under this Agreement.

     10. INDEMNITY.

     (a) We agree to indemnify and hold harmless you and your officers,
directors, employees, agents, affiliates and each person, if any, who controls
you within the meaning of the Securities Act of 1933 (collectively, the
"Indemnified Parties" for purposes of this SECTION 10(A)) against any losses,
claims, expenses, damages or liabilities (including amounts paid in settlement
thereof) or litigation expenses (including legal and other expenses)
(collectively, "Losses"), to which the Indemnified Parties may become subject,
insofar as such Losses result from a breach by us of a material provision of
this Agreement. We will reimburse any legal or other expenses reasonably
incurred by the Indemnified Parties in connection with investigating or
defending any such Losses. We shall not be liable for indemnification hereunder
if such Losses are attributable to your negligence or misconduct in performing
your obligations under this Agreement.

     (b) You agree to indemnify and hold harmless us and the Funds, and our
respective officers, directors, employees, agents, affiliates and each person,
if any, who controls us or the Funds within the meaning of the Securities Act of
1933 (collectively, the "Indemnified Parties" for purposes of this SECTION
10(B)) against any Losses to which the Indemnified Parties may become subject,
insofar as such Losses result from (i) a breach by you of a material provision
of this Agreement, or (ii) your sales practices and procedures, including the
provision of any information not provided or approved by us in accordance with
Section 5 hereof. You agree to reimburse any legal or other expenses reasonably
incurred by the Indemnified Parties in connection with investigating or
defending any such Losses. You shall not be liable for indemnification hereunder
if such Losses are attributable to our negligence or misconduct in performing
our obligations under this Agreement.

     (c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in respect
thereof is to be made


                                       8



against the indemnifying party hereunder, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this SECTION 10. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish to, assume the defense thereof, with
counsel satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this SECTION 10 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation.

     (d) If the indemnifying party assumes the defense of any such action, the
indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability of the
indemnified parties in such action, or permit a default or consent to the entry
of any judgment in respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such claimant an
unconditional release from all liability in respect of such claim.

     11. AMENDMENT. This Agreement may be amended by mutual agreement of the
parties in writing.

     12. TERMINATION. Either of us may cancel this Agreement upon 30 days' prior
written notice to the other. This Agreement shall terminate automatically
without notice if (a) we cease to be a member of the NASD, (b) you cease to be a
member of the NASD, breach any provision of Section 2830 of the NASD Rules of
Fair Practices, or if you cease to be a bank, as defined above, or (c) upon any
attempted assignment hereof. This Agreement may be terminated at any time as to
any Fund by a vote by a majority of the independent directors or trustees of
that Fund. We reserve the right, in our sole discretion and without prior
notice, to suspend sales of Shares of the Funds in any state or other
jurisdiction, or to withdraw entirely the offering of Shares of the Funds, or to
modify or amend the terms of our offering of Fund Shares.

     13. NOTICES AND COMMUNICATIONS. All communications and notices to us should
be sent to our President at the address set forth on page one above. Any
communication or notice to you will be mailed to you at the address specified by
you below or will be sent by telecopy if a phone number is provided below.

     14. ASSIGNABILITY. This Agreement is not assignable or transferable.

     15. NON-EXCLUSIVITY. Each party acknowledges and agrees that this Agreement
and the arrangement described herein are intended to be non-exclusive and that
each of the parties is free to enter into similar agreements and arrangements
with other entities.


                                       9



     16. PRIVACY PROCEDURES. Each of the parties to this Agreement affirms that
it has procedures in place reasonably designed to protect the privacy of
non-public customer information and it will maintain such information that it
may acquire pursuant to this Agreement in confidence and in accord with all
applicable privacy laws. Each of the parties agrees not to use, or permit the
use of, any such customer information for any purpose except to carry out the
terms of this Agreement and/or pursuant to any exceptions set forth in such
privacy laws. This provision shall survive the termination of this Agreement.

     17. ANTI-MONEY LAUNDERING PROVISION. The parties hereto will comply with
all applicable laws and regulations aimed at preventing, detecting and reporting
money laundering and suspicious transactions, including, without limitation,
applicable provisions of the Bank Secrecy Act and the USA PATRIOT Act of 2001,
as well as regulations administered by the U.S. Department of the Treasury's
Office of Foreign Asset Control. In addition, you agree to take all necessary
and appropriate steps, consistent with applicable laws and regulations, to
obtain, verify, and retain information with regard to investor and/or account
owner identification and source of funds for your customers.

     18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the matters dealt with herein, and
supersedes all previous agreements, written or oral, with respect to such
matters, specifically including any Selected Dealer Agreement, Financial
Institution Agency Agreement, and any Addendum to a Selected Dealer Agreement or
Financial Institution Agency Agreement, between the parties hereto.








                                       10



     If the foregoing correctly sets forth our understanding, please indicate
your agreement to and acceptance thereof by signing below, whereupon this
Agreement shall become a binding agreement between us as of the latest date
indicated.


                             AMERICAN CENTURY INVESTMENT
                             SERVICES, INC.


                             By:    --------------------------------------------

                             Name:  --------------------------------------------

                             Title: --------------------------------------------

                             Date:  --------------------------------------------



     We agree to and accept the terms of the foregoing Agreement.


                             ---------------------------------------------------

                             By:    --------------------------------------------

                             Name:  --------------------------------------------

                             Title: --------------------------------------------

                             Date:  --------------------------------------------



                             Legal Notices should be sent to:


                             Address:-------------------------------------------

                             ---------------------------------------------------

                             Attention: ----------------------------------------

                             Phone No.: ----------------------------------------

                             Telecopy No.: -------------------------------------



                             Concession and 12b-1 Payments should be sent to:


                             Address:-------------------------------------------

                             ---------------------------------------------------

                             Attention: ----------------------------------------

                             Phone No.: ----------------------------------------

                             Telecopy No.: -------------------------------------

                             Firm C.R.D. #: ------------------------------------


Distributor has assigned the following Dealer number to the Company:



                                       11

                                                                   EXHIBIT 99.g6



                   AMENDMENT N0. 3 TO GLOBAL CUSTODY AGREEMENT


     This AMENDMENT NO. 3 to GLOBAL CUSTODY AGREEMENT is effective as of the
31st day of May, 2006, by and among American Century Investments as identified
on the signature page hereto ("Customer"), American Century Investment
Management, Inc. (formerly known as Investors Research Corporation) ("ACIM") and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) ("Bank").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Agreement (defined below).

                                    RECITALS

     WHEREAS, Customer (other than American Century Growth Funds, Inc., a
Maryland corporation ("ACGF, Inc.")), Bank and ACIM are parties to a certain
Global Custody Agreement dated August 9, 1996, as amended December 9, 2000 and
May 1, 2004 ("Agreement"); and

     WHERAS, Customer, ACIM and Bank now desire to amend the Agreement to add
ACGF, Inc. as a party thereto, to supplement the list of portfolios of Customer
with new portfolios created since the last amendment, and to add American
Century Global Investment Management, Inc. as a party to the Agreement;

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

     1.   Appendix A to the Agreement is hereby amended by deleting the text
          thereof in its entirety and inserting in lieu therefore the Appendix A
          attached hereto.

     2.   After the date hereof, all references to the Agreement shall be deemed
          to mean the Agreement, as amended by this Amendment No. 3.

     3.   In the event of a conflict between the terms of this Amendment No.3
          and the Agreement, it is the intention of the parties that the terms
          of this Amendment No. 3 shall control and the Agreement shall be
          interpreted on that basis. To the extent the provisions of the
          Agreement have not been amended by this Amendment No. 3, the parties
          hereby confirm and ratify the Agreement.

     4.   This Amendment No. 3 may be executed in two or more counterparts, each
          of which shall be an original and all of which together shall
          constitute one instrument.


     IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of
the date first above written.

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


                             By: /s/ Otis H. Cowan III
                                ------------------------------------------------
                                Name:  Otis H. Cowan III
                                Title: Assistant Vice President
                                Date:  May 18, 2006

                             AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.


                             By: /s/ David H. Reinmiller
                                ------------------------------------------------
                                Name:  David H. Reinmiller
                                Title: Vice President
                                Date:  May 18, 2006

                             AMERICAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.



                             By: /s/ David H. Reinmiller
                                ------------------------------------------------
                                Name:  David H. Reinmiller
                                Title: Vice President
                                Date:  May 18, 2006







                             JPMORGAN CHASE BANK


                             By: /s/ Ann M. Osti
                                ------------------------------------------------
                                Name:  Ann M. Osti
                                Title: Vice President
                                Date:  May 18, 2006







                                   APPENDIX A

                 FUNDS COVERED BY THIS GLOBAL CUSTODY AGREEMENT

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
    California High-Yield Municipal Fund
    California Tax-Free Money Market Fund
    California Limited-Term Tax-Free Fund
    California Tax-Free Bond Fund
    California Long-Term Tax-Free Fund

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
    Equity Income Fund
    Real Estate Fund
    Value Fund
    Small Cap Value Fund
    Equity Index Fund
    Large Company Value Fund
    Mid Cap Value Fund
    NT Large Company Value Fund
    NT Mid Cap Value Fund

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

AMERICAN CENTURY GROWTH FUNDS, INC.
    Legacy Focused Large Cap Fund
    Legacy Large Cap Fund
    Legacy Multi Cap Fund

AMERICAN CENTURY INVESTMENT TRUST
    Prime Money Market Fund
    Diversified Bond Fund
    Premium Money Market Fund
    High-Yield Fund
    High-Yield Bond Fund
    NT Diversified Bond Fund
    Select Bond Fund

AMERICAN CENTURY MUNICIPAL TRUST
    Arizona Municipal Bond Fund
    Florida Municipal Bond Fund
    Tax-Free Money Market Fund
    Tax-Free Bond Fund
    High-Yield Municipal Fund
    Long-Term Tax-Free Fund

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
    Emerging Markets Fund
    International Growth Fund
    International Discovery Fund
    Global Growth Fund
    Life Sciences Fund
    Technology Fund
    International Opportunities Fund
    NT International Growth Fund
    NT Emerging Markets Fund
    International Stock Fund
    International Value Fund

AMERICAN CENTURY MUTUAL FUNDS, INC.
    Balanced Fund
    Growth Fund
    Heritage Fund
    Select Fund
    Ultra Fund
    Vista Fund
    Giftrust Fund
    New Opportunities Fund
    Capital Value Fund
    Veedot Fund
    New Opportunities II Fund
    Capital Growth Fund
    NT Growth Fund
    NT Vista Fund
    Focused Growth Fund
    Fundamental Equity Fund
    Mid Cap Growth Fund
    Small Cap Growth Fund

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
    Equity Growth Fund
    Income & Growth Fund
    Global Gold Fund
    Utilities Fund
    Small Company Fund
    NT Equity Growth Fund
    NT Small Company Fund
    Disciplined Growth Fund

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
    Strategic Allocation: Aggressive Fund
    Strategic Allocation: Conservative Fund
    Strategic Allocation: Moderate Fund
    Newton Fund

AMERICAN CENTURY TARGET MATURITIES TRUST
    Target 2010 Fund
    Target 2015 Fund
    Target 2020 Fund
    Target 2025 Fund

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
    VP Balanced Fund
    VP Capital Appreciation Fund
    VP International Fund
    VP Income & Growth Fund
    VP Value Fund
    VP Equity Index Fund
    VP Growth Fund
    VP Ultra Fund
    VP Vista Fund
    VP Global Growth Fund
    VP Large Company Value Fund
    VP Mid Cap Value Fund

AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
    VP Inflation Protection Fund

                                                                   EXHIBIT 99.g7


                                                                    -----------
Goldman, Sachs & Co. | 85 Broad Street | New York, New York 10004  |   GOLDMAN |
                     |                 |                           |   SACHS   |
                     |                 |                           |           |
                                                                    -----------
--------------------------------------------------------------------------------


                      FUTURES AND OPTIONS ACCOUNT AGREEMENT


GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NEW YORK 10004

ATTENTION:  FUTURES SERVICES DEPARTMENT

     The undersigned customer ("Customer") agrees that all transactions that
Goldman, Sachs & Co. or any of its affiliates (collectively, "Goldman", unless
otherwise specified) may execute, clear and/or carry on Customer's behalf for
the purchase or sale of futures contracts ("Futures Contracts") or options on
Futures Contracts ("Option Contracts"), and any customer accounts carried by
Goldman in connection therewith (each, an "Account"), shall be subject to the
terms and conditions set forth in this agreement (the "Agreement"). Futures
Contracts and Option Contracts are referred to collectively in this Agreement as
"Contracts".


1.   Applicable Law.


     Each Account and Contract shall be subject to (i) the Commodity Exchange
Act, as amended (the "CEA"), and all rules and interpretations of the Commodity
Futures Trading Commission (the "CFTC") and the National Futures Association
("NFA"); (ii) the constitution, by-laws, rules, interpretations and customs of
any applicable exchange or clearing organization (each of which is referred to
as an "Exchange"); and (iii) any other laws or rules applicable to Customer's
trading of Contracts (collectively, "Applicable Law"). Neither Goldman nor any
of its partners, officers, employees or agents shall be liable as a result of
any action taken by Goldman, or any clearing brokers or floor brokers, to comply
with Applicable Law.

2.   General Agreements.

     Customer acknowledges and agrees that:

     (a) GOLDMAN'S RESPONSIBILITY. Goldman is responsible solely for the
execution, clearing and/or carrying of Contracts in each Account in accordance
with the terms of this Agreement. Customer and Customer's advisor ("Advisor"),
if any, are solely responsible for all investment and trading decisions for the
Account. Goldman is not acting as a fiduciary or advisor with respect to
Customer or any Contract or Account and Goldman shall have no responsibility for
compliance with any law or regulation governing the conduct of any such
fiduciary or advisor or for Customer's compliance with any law or regulation
governing or affecting Customer's trading hereunder.

     (b) ADVICE AND POSITIONS. Any advice provided by Goldman with respect to
any Account or Contract is incidental to its business as a futures commission
merchant ("FCM") and such advice shall not serve as the primary basis for any
decision by or on behalf of Customer in respect of any Contract or Account.
Goldman makes no representation as to the reliability, accuracy or completeness
of such advice or any information on which it is based. Goldman and its
partners, officers, employees and agents may take or hold positions in, or
advise other customers with respect to, Contracts that are the subject of advice
furnished by Goldman to Customer, and such positions or advice may be
inconsistent with any advice to Customer.

     (c) CONCLUSIVENESS OF REPORTS. All written and oral reports related to the
Accounts, including but not limited to confirmations, purchase and sale
statements and monthly statements, given to Customer shall be conclusive and
binding on Customer unless Customer notifies Goldman of any objection as
follows: (i) in the case of any oral communication, at the time such report is
given to Customer, and (ii) in the case of any written communication, before the
opening of trading on the business day following the day on which Customer
received such written communication.

     (d) RELIANCE ON INSTRUCTIONS. Goldman shall be entitled to rely on any
instruction, notice or communication that it reasonably believes to have
originated from Customer or Customer's duly authorized agent (including



                                      -9-


Customer's Advisor, if any) and Customer shall be bound thereby.

     (e) FINANCIAL AND OTHER INFORMATION. Customer shall provide to Goldman such
financial and other information regarding Customer as Goldman may from time to
time reasonably request. Customer shall notify Goldman promptly of any material
adverse changes to the financial condition of Customer, regardless of whether
Customer has previously furnished financial information to Goldman.

     (f) FLOOR BROKERS AND CLEARING BROKERS. Goldman, for and on behalf of
Customer, is authorized in its sole discretion to select floor brokers and, on
Exchanges where Goldman is not a clearing member, unaffiliated clearing brokers,
which will act as brokers and agents in connection with transactions in
Contracts for the Accounts.

     (g) GIVE-UPS. Absent a separate written agreement with Customer with
respect to give-ups, Goldman, in its sole discretion, may, but shall not be
obligated to, accept from other brokers Contracts executed by such brokers and
to be given up to Goldman for clearance or carrying in any Account.

     (h) LIMITATION OF LIABILITY. Goldman shall not be liable for any loss,
liability, expense, fine or tax caused directly or indirectly by any events
beyond Goldman's control, including without limitation any (i) governmental,
judicial, Exchange or other self-regulatory organization action or order, (ii)
suspension or termination of trading, (iii) breakdown or failure of transmission
or communication facilities, or (iv) failure or delay by any Exchange to enforce
its rules or to pay or return any amounts owed to Goldman with respect to any
Contracts executed and/or cleared for Customer's Accounts. In no event shall
Goldman be liable for consequential, incidental or special damages.

     (i) FOREIGN EXCHANGE RISK. Customer acknowledges and agrees that, if
Customer enters into a transaction in any Contract that is denominated in a
currency (the "Contract Currency") other than the currency of Customer's
jurisdiction, any profit or loss on such Contract arising from changes in the
exchange rate between the Contract Currency and the currency of Customer's
jurisdiction shall be for Customer's Account and risk.

     (j) TRANSMISSION OF ORDERS. If Customer has been approved by Goldman for
the transmission of orders directly to affiliates of Goldman located outside the
United States (the "Affiliates"), for execution and clearance on non-U.S.
exchanges, Customer acknowledges and agrees that (i) it will transmit orders
directly to Affiliates identified by Goldman only in accordance with any
conditions or instructions furnished by Goldman and solely for Customer's own
Account, (ii) any orders transmitted by Customer to an Affiliate will be
executed and cleared through omnibus accounts maintained by the appropriate
Affiliate in the name of Goldman and not for an account of Customer with the
Affiliate, and (iii) notwithstanding its transmission of orders to the
Affiliates, Customer will continue to be a customer of Goldman and will not be a
customer of the Affiliate. For purposes of this Section 2(j), the term "Goldman"
shall mean Goldman, Sachs & Co.

3.   Margin and Other Obligations.

     (a) Customer agrees to deposit and to maintain initial and variation margin
and to make any premium payments with respect to each Contract, in such form and
in such amounts as may be required from time to time by Applicable Law or by
Goldman in its REASONABLE discretion. Customer acknowledges and agrees that
Goldman has no obligation to establish uniform margin, commission or fee
requirements and that margin requirements imposed by Goldman may exceed those of
the applicable Exchange. Customer further acknowledges and agrees that Goldman
shall have the right, in accordance with Applicable Law, to transfer VARIATION
MARGIN or pledge INITIAL margin deposited by Customer to any Exchange, or to
transfer or pledge other property to any Exchange in substitution for such
margin, in order to satisfy obligations incurred by Goldman on behalf of its
customers, and that any such transfer, pledge or substitution shall not diminish
Customer's obligations pursuant to Section 3(b) of this Agreement.

     (b) Customer also agrees to pay (i) all brokerage charges and commissions
relating to each Contract executed, cleared and/or carried by Goldman on
Customer's behalf or to any Account maintained by Customer with Goldman, in each
case in such manner and at such rates as may be agreed upon by Customer and
Goldman from time to time; (ii) all regulatory, Exchange and other
self-regulatory fees, fines, penalties and charges, and any taxes, incurred or
imposed with respect to each Contract or Account; (iii) the amount of any
trading loss, debit balance or deficiency in any Account; (iv) the amount of any
losses sustained by Goldman in connection with its execution and/or clearing of
Contracts for Customer's Accounts hereunder, provided that such losses are not
due to the negligence or willful misconduct of Goldman; and (v) interest on any
debit balances or deficiencies in any Account and on any monies advanced to
Customer at the rates charged from time to time to Goldman's securities margin
account customers.

     (c) Customer acknowledges and agrees that Goldman may (but shall not be
obligated to) accept from Customer margin deposits in the form of cash or
securities


                                      -10-



denominated in a currency other than the Contract Currency (the "Base
Currency"). In that event, Goldman shall determine Customer's margin
requirements in the Base Currency on any day in a commercially reasonable manner
based on current exchange rates between the Base Currency and the Contract
Currency. Furthermore, Customer shall pay Goldman's fees as in effect from time
to time for Goldman's deposit of margin in the Contract Currency with the
applicable Exchange.

     (d) Customer hereby grants to Goldman the right to pledge, hypothecate,
loan, invest or substitute any margin delivered to Goldman from time to time
without notice to Customer (i) in accordance with Section 3(a) of this
Agreement, and (ii) otherwise, to the extent permitted by Applicable Law.

     (E) GOLDMAN, SACHS & CO. REPRESENTS THAT IT IS REGISTERED AS A FUTURES
COMMISSION MERCHANT ("FCM") UNDER THE CEA. FOR PURPOSES OF THIS SECTION 3(E),
THE TERM "GOLDMAN" SHALL MEAN GOLDMAN, SACHS & CO.

     (F) GOLDMAN AND CUSTOMER AGREE THAT (I) GOLDMAN SHALL HOLD INITIAL MARGIN
DEPOSITED BY CUSTOMER IN COMPLIANCE WITH THE REQUIREMENTS OF SECTION 4D(2) OF
THE CEA AND THE RULES THEREUNDER OR, IF APPLICABLE, THE REQUIREMENTS OF RULE
30.7 OF THE CFTC UNDER THE CEA; (II) GOLDMAN, AS APPROPRIATE TO CUSTOMER'S
TRANSACTIONS IN CONTRACTS AND IN ACCORDANCE WITH THE CEA AND THE RULES AND
REGULATIONS THEREUNDER, MAY PLACE AND MAINTAIN INITIAL MARGIN DEPOSITED BY
CUSTOMER WITH ANOTHER FCM (PROVIDED THAT SUCH FCM IS NOT AN AFFILIATED PERSON
(AS DEFINED IN THE 1940 ACT) OF CUSTOMER OR AN AFFILIATED PERSON OF SUCH A
PERSON), A CLEARING ORGANIZATION AS DEFINED IN RULE 1.3(D) UNDER THE CEA
(INCLUDING A CLEARING ORGANIZATION FOR A FOREIGN BOARD OF TRADE), A BANK, AS
DEFINED IN SECTION 2(A)(5) OF THE 1940 ACT, A BANKING INSTITUTION OR TRUST
COMPANY THAT IS INCORPORATED OR ORGANIZED UNDER THE LAWS OF A COUNTRY OTHER THAN
THE UNITED STATES AND THAT IS REGULATED AS SUCH BY THE COUNTRY'S GOVERNMENT OR
AN AGENCY THEREOF OR A MEMBER OF A FOREIGN BOARD OF TRADE, AND SHALL OBTAIN AN
ACKNOWLEDGMENT, AS REQUIRED UNDER RULES 1.20(A) OR 30.7(C) UNDER THE CEA, AS
APPLICABLE, THAT SUCH MARGIN IS HELD ON BEHALF OF GOLDMAN'S CUSTOMERS IN
ACCORDANCE WITH THE PROVISIONS OF THE CEA; AND (III) GOLDMAN SHALL PROMPTLY
FURNISH COPIES OF OR EXTRACTS FROM ITS RECORDS OR SUCH OTHER INFORMATION
PERTAINING TO CUSTOMER'S ASSETS AS THE SECURITIES AND EXCHANGE COMMISSION
THROUGH ITS EMPLOYEES OR AGENTS MAY REQUEST.

4.   Exercise and Delivery.

     (a) Customer agrees to give Goldman notice, not later than the time
specified by Goldman and in any event at least two days before the close of
trading in the Contract in question, if Customer intends to make or take
delivery under any Futures Contract or to exercise any Option Contract. Customer
shall furnish Goldman with sufficient funds to take delivery pursuant to, or to
exercise and provide initial margin for, any such Contract and/or deliver to
Goldman any property required to be delivered by Customer under any such
Contract at such time and in such manner as may be required by Goldman.

     (b) Certain Option Contracts sold by Customer are subject to exercise at
any time. Exercise notices received by Goldman from the applicable Exchange with
respect to any Option Contract sold by Goldman's customers will be allocated
among such customers (including Customer) pursuant to a random allocation
procedure and Customer shall be bound by any allocation made to it pursuant to
such procedure. Such notices may be allocated to Customer after the close of
trading on the day on which such notices have been allocated to Goldman by the
applicable Exchange. Goldman shall use reasonable efforts to contact Customer
promptly upon its allocation of an exercise notice to Customer.

     (c) Goldman shall have no responsibility for any action that it takes or
fails to take with respect to any Option Contracts (and, without limiting the
foregoing, shall have no responsibility to exercise any Option Contract
purchased by Customer) unless and until Goldman receives acceptable and timely
instructions from Customer indicating the action to be taken.

5.   Position Limits.

     Goldman shall have the right, whenever in its discretion it deems it
necessary, to limit the size and number of open Contracts (net or gross) that
Goldman will at any time execute, clear and/or carry for Customer, to require
Customer to reduce open positions carried with Goldman, and to refuse acceptance
of orders to establish new positions. Customer shall comply with all position
limit rules imposed by Applicable Law. Customer shall promptly notify Goldman if
Customer is required to file any position report with any regulatory or
self-regulatory authority and shall promptly file and provide Goldman with
copies of any such report.

6.   Lien.

     All funds, securities, credit balances, Contracts and other property of
Customer (owned either individually or jointly with others) that may from time
to time be held by, to the order of or on behalf of Goldman, and all amounts due
to Goldman for Customer's Account from any


                                      -11-


Exchange or clearing broker in respect of any Contracts, and all proceeds
thereof (collectively, "Collateral") are hereby pledged to Goldman and shall be
subject to a security interest and lien in Goldman's favor to secure all
obligations of Customer to Goldman pursuant to this Agreement.

7.   Customer Representations.

     (a) Customer represents and warrants as of the date hereof and on the date
of each transaction executed hereunder that:

     (i) LAWFUL AGREEMENT. Customer is duly authorized and empowered to execute
and deliver this Agreement and to effect purchases and sales of Contracts
through Goldman. Such transactions and this Agreement do not and will not
violate any Applicable Law, any judgment, order or agreement to which Customer
or its property is subject or by which it or its property is bound or any
documents or instruments governing the investment and trading activities of
Customer. This Agreement is a valid and binding agreement of Customer,
enforceable against Customer in accordance with its terms. Customer has made and
will make any disclosures regarding its trading of Contracts which are required
under Applicable Law.

     (ii) INTEREST IN OR CONTROL OF ACCOUNTS. No person or entity other than
Customer has, nor during the term of this Agreement will have, any ownership
interest of ten percent or more in any Account, and no person other than
Customer and Advisor, if any, has or will have any control over any Account,
except as otherwise disclosed to Goldman in writing.

     (iii) CEA REGISTRATION REQUIREMENTS. Customer has reviewed the registration
requirements of the CEA and the NFA pertinent to commodity pool operators and
commodity trading advisors and has determined that it and any person that has
trading authority or control over any or all of its Accounts are in compliance
with such requirements.

     (iv) FINANCIAL INFORMATION. Any financial or other information provided to
Goldman by Customer in connection with this Agreement is and will be accurate
and complete in every material respect.

     (v) EMPLOYEES OF FCMS, SELF-REGULATORY ORGANIZATIONS OR THE CFTC. If
Customer is an individual, Customer is not a partner, officer, director,
employee or owner of more than ten percent of the equity interest of an FCM, an
introducing broker or any self-regulatory organization, or an employee of the
CFTC, except as otherwise disclosed to Goldman in writing.

     (vi) COMPLIANCE WITH THE FEDERAL DEPOSIT INSURANCE ACT. If Customer is an
insured depository institution subject to the Federal Deposit Insurance Act,
Customer has taken all action and maintained all such records required to be
taken or maintained by it to effect and maintain the enforceability of this
Agreement pursuant to the Federal Deposit Insurance Act.

     (b) Customer agrees to promptly notify Goldman in writing if any
representation or warranty made by Customer ceases to be accurate and complete
in any material respect.

8.   Customer Default.

     (a) In the event that: (i) Customer breaches or fails to timely and fully
perform any of its obligations hereunder or otherwise in respect of any
Contract; (ii) Customer fails to deposit or maintain required margin, fails to
pay required premiums or fails to make any other payments required hereunder or
otherwise in respect of any Contract; (iii) any representation made by Customer
or Advisor (if any) is not or ceases to be accurate and complete in any material
respect; (iv) a case in bankruptcy is commenced or a proceeding under any
insolvency or other law for the protection of creditors or for the appointment
of a receiver, trustee or similar officer is filed by or against Customer or
Customer makes or proposes to make any arrangement or composition for the
benefit of its creditors, or Customer or any of its property is subject to any
agreement, order or judgment providing for Customer's dissolution, liquidation
or reorganization, or for the appointment of a receiver, trustee or similar
officer of Customer or such property; (v) any warrant or order of attachment is
issued against any Account or a judgment is levied against any Account; or (vi)
Goldman, after notifying Customer and offering Customer the opportunity to
provide adequate assurances acceptable to Goldman within a reasonable period of
time under the circumstances, reasonably considers it necessary for its
protection; THEN Goldman shall have the right, without limitation, to (A) close
out any or all of Customer's open Contracts; (B) cancel any or all of Customer's
outstanding orders; (C) treat any or all of Customer's obligations due Goldman
as immediately due and payable; (D) set off any obligations of Goldman to
Customer against any obligations of Customer to Goldman; (E) sell any Collateral
and/or set off and apply any Collateral or the proceeds of the sale of any
Collateral to satisfy any obligations of Customer to Goldman; (F) borrow or buy
any options, securities, Contracts or other property for any Account; and/or (G)
terminate any or all of Goldman's obligations for future performance to
Customer.

     (b) So long as Goldman's rights or position would not be jeopardized
thereby, Goldman shall make a good faith effort to notify Customer of its
intention to take any of


                                      -12-


the actions specified in (A) through (G) of Section 8(a) above before taking any
such action, PROVIDED that Goldman shall not be deemed to have breached any
obligation to Customer if no such notice is given. Any sale or purchase
hereunder may be made in any manner determined by Goldman to be commercially
reasonable. It is understood that, in all cases, a prior demand or notice shall
not be considered a waiver of Goldman's right to take any action provided for
herein and that Customer shall be liable for the payment of any deficiency
remaining in each Account after any such action is taken, together with interest
thereon and all costs relating to liquidation and collection (including
reasonable attorneys' fees).

9.   Compensation for Losses.

     Customer hereby agrees to compensate Goldman and its partners, officers,
employees and agents for any and all loss, liability or cost (including
reasonable attorneys' fees), penalty or tax incurred by Goldman as a result,
directly or indirectly, of Customer's failure to comply with any provision of,
or to perform any obligation under, this Agreement.

10.  Communications.

     (a) Unless otherwise specified in this Agreement, all reports, instructions
and other communications by any party to another under this Agreement may be
oral or written. All oral communications shall promptly be confirmed in writing.

     (b) Any report, instruction or other communication transmitted pursuant to
this Agreement shall be transmitted to Customer at the address or telecopier or
telephone number provided to Goldman in writing or to Goldman at 85 Broad
Street, New York, New York 10004, Attention: Administrator, Futures Services
Department, by telecopier at the number provided to Customer or by telephone at
(212) 357-5494 or at such other address or number as either party hereto
notifies each other party hereto in writing.

11.  Severability.

     If any provision of this Agreement is or at any time becomes inconsistent
with or invalid under any present or future Applicable Law, such inconsistent or
invalid provision shall be deemed to be superseded or modified to conform to
such Applicable Law, but in all other respects this Agreement shall continue in
full force and effect.

12.  Entire Agreement.

     This Agreement constitutes the entire agreement between Customer, Advisor,
if any, and Goldman with respect to the subject matter hereof and supersedes any
prior agreements between the parties with respect to such subject matter. For
purposes of this Section 12, the term "Goldman" shall mean Goldman, Sachs & Co.

13.  Termination.

     This Agreement shall continue in force until written notice of termination
is given in accordance with Section 10 of this Agreement by Customer or Goldman.
Termination of this Agreement shall not affect any transaction entered into
before receipt of notice of such termination and shall not relieve any party
hereto of any obligations incurred before such receipt. Customer, upon giving or
receiving notice of termination, shall promptly take all action necessary either
to close out all open positions in any Account or to transfer all such positions
to another FCM. Upon satisfaction by Customer of all obligations to Goldman
arising hereunder (including payment obligations with respect to the transfer of
Contracts to another FCM), Goldman shall transfer to the FCM specified by
Customer all Contracts, cash, securities and other property, then held for any
Account, whereupon this Agreement shall terminate.

14.  Amendment or Waiver.

     No provision of this Agreement shall in any respect be waived or modified
unless such waiver or modification is in writing and signed by authorized
representatives of each of Goldman and Customer. The rights and remedies of
Goldman and Customer under this Agreement are cumulative and no waiver or
modification of this Agreement or of any such right or remedy may be inferred
from any failure by Goldman or Customer to exercise any right or remedy under
this Agreement.

15.  Successors; Binding Effect.

     (a) This Agreement shall inure to the benefit of, and be binding upon, each
of the parties and their respective successors and assigns.

     (b) This Agreement and the obligations of Customer hereunder may not be
assigned or delegated by Customer without the prior written consent of Goldman,
and any purported assignment or delegation without such consent shall be void.
Goldman may not assign its rights nor delegate its obligations under this
Agreement, in whole or part, without the prior written consent of Customer, and
any purported assignment or delegation without such consent shall be void,
except for an assignment and delegation of all of Goldman's rights and
obligations hereunder in whatever form Goldman determines may be appropriate to
a partnership, corporation, trust or other organization in whatever form that
succeeds to all or substantially all of Goldman's assets and business and that


                                      -13-



assumes such obligations by contract, operation of law or otherwise. Upon any
such assignment and delegation of obligations, Goldman shall be relieved of and
fully discharged from all obligations hereunder, whether such obligations arose
before or after such assignment and delegation.

16.  GOVERNING LAW.

     THE CONSTRUCTION, VALIDITY, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
CONFLICTS OF LAW PRINCIPLES).

17.  CONSENT TO JURISDICTION.

     Customer submits to the non-exclusive jurisdiction of the courts of the
State of New York and of the Federal courts in the Southern District of New York
with respect to any proceeding arising out of or relating to this Agreement or
any transaction in connection herewith. Customer hereby waives irrevocably (i)
any objection to the jurisdiction of any such court which it might otherwise be
entitled to assert in any proceeding arising out of or relating to this
Agreement or any transaction in connection herewith; and (ii) any defense of
sovereign immunity or other immunity from suit or enforcement, whether before or
after judgment.

18.  Counterparts.

     This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.



--------------------------------------------------------------------------------
ACKNOWLEDGEMENTS. Customer hereby expressly acknowledges and agrees that
Customer has received, read and understood, and has retained a copy of, the
"Risk Disclosure Statement for Futures and Options", which includes the
disclosures required by CFTC Rules 1.55, 30.6, 33.7 and 190.10(c), together with
a disclosure pursuant to CFTC Rule 1.46(e)(1) (and the related bankruptcy
election included in the attached hedging designation). (CUSTOMER MUST CHECK THE
INDICATED SPACE OR MAKE ANOTHER INDICATION.)
                                                                        ---
                                                                       | X |
                                                                        ---
--------------------------------------------------------------------------------

Date:  May 19, 2006
      -------------------


NAME OF CUSTOMER: American Century Growth Funds, Inc. on behalf of each
                  portfolio listed in attached Schedule 1
                 --------------------------------------------------------------


By/Signature:  /s/ Ward D. Stauffer
              ------------------------------------------------------------------
                  Name: Ward D. Stauffer         Title: Secretary

By/Signature: /s/ Otis H. Cowan
              ------------------------------------------------------------------
                  Name: Otis H. Cowan            Title: Assistant Vice President





                                      -14-





                                  APPENDIX III
      (TO BE COMPLETED BY ADVISORS TO NON-EMPLOYEE BENEFIT PLAN CUSTOMERS)

     If Customer has appointed an Advisor in relation to the Accounts, Advisor
makes the representations and warranties set forth below, which are applicable
to, and for all purposes shall constitute a part of, the Futures and Options
Account Agreement to which this Appendix III is attached (the "Agreement"), and
all capitalized terms used but not defined in this Appendix III shall have the
respective meanings assigned to such terms in the Agreement:

     (a) Advisor has been duly and properly authorized to exercise any of
Customer's rights with respect to its Account, including but not limited to the
right to provide trading instructions for Contracts to be executed, cleared
and/or carried for Customer's Account and to provide and receive notices and
other communications with respect to such Account.


     (b) Advisor is registered with the CFTC as a commodity trading advisor or
is not required to be so registered.

     (c) Advisor has provided Customer with a copy of Advisor's current
disclosure document or a written statement that Advisor is exempt from the
requirement to provide such disclosure document.

     (d) Advisor has provided and will continue to provide Customer with an
explanation of the nature and risks of the strategies to be used in connection
with transactions to be executed for any Account.

     (e) Advisor shall cause Customer to take such action in respect of any
Account as is required of Customer under this Agreement.


Date:  May 19, 2006
      -------------------------


NAME OF CUSTOMER:  American Century Growth Funds, Inc.
                 ---------------------------------------------------------------
(CUSTOMER MUST BE IDENTIFIED, BUT NEED NOT SIGN THIS APPENDIX)


NAME OF ADVISOR: American Century Investment Management, Inc.
                ----------------------------------------------------------------

By/Signature: /s/ Ward D. Stauffer
             -------------------------------------------------------------------
             Name:  Ward D. Stauffer
             Title: Secretary




Address:  4500 Main Street                       Telephone:
        ----------------------------------                 ---------------------

          Kansas City, MO 64111                  Telecopier:
        ----------------------------------                  --------------------





                                      -18-


                                   SCHEDULE 1
                                   ----------


     Legacy Focused Large Cap Fund
     Legacy Large Cap Fund
     Legacy Multi-Cap Fund

                                                                   EXHIBIT 99.h1



                            TRANSFER AGENCY AGREEMENT


     THIS AGREEMENT, made as of May 15, 2006, by and between AMERICAN CENTURY
GROWTH FUNDS, INC., a Maryland corporation ("ACGF"), and AMERICAN CENTURY
SERVICES, LLC, a Missouri limited liability company ("Services").

     1. By action of its Board of Directors taken on January 25, 2006, ACGF
appointed Services as its transfer agent, and Services accepted such
appointment.

     2. As transfer agent for ACGF, Services shall perform all the functions
usually performed by transfer agents of investment companies, in accordance with
the policies and practices of ACGF as disclosed in its prospectus or otherwise
communicated to Services from time to time, including, but not limited to, the
following:

     (a)  Recording the ownership, transfer, conversion and cancellation of
          ownership of shares of ACGF on the books of ACGF;

     (b)  Causing the issuance, transfer, conversion and cancellation of stock
          certificates of ACGF;

     (c)  Establishing and maintaining records of accounts;

     (d)  Computing and causing to be prepared and mailed or otherwise delivered
          to shareholders payment of redemption proceeds due from ACGF on
          redemption of shares and notices of reinvestment in additional shares
          of dividends, stock dividends or stock splits declared by ACGF on
          shares of ACGF;

     (e)  Furnishing to shareholders such information as may be reasonably
          required by ACGF, including confirmation of shareholder transactions
          and appropriate income tax information;

     (f)  Addressing and mailing to shareholders prospectuses, annual and
          semiannual reports; addressing and mailing proxy materials for
          shareholder meetings prepared by or on behalf of ACGF, and tabulating
          the proxy votes;

     (g)  Replacing allegedly lost, stolen or destroyed stock certificates in
          accordance with and subject to usual and customary procedures and
          conditions;

     (h)  Maintaining such books and records relating to transactions effected
          by Services pursuant to this Agreement as are required by the
          Investment Company Act of 1940, or by rules or regulations thereunder,
          or by any other applicable provisions of law, to be maintained by ACGF
          or its transfer agent with respect to such transactions; preserving,
          or causing to be preserved, any such books and records for such
          periods as may be required by any such law, rule or regulation;
          furnishing ACGF such information as to such transactions and at such
          times as





          may be reasonably required by it to comply with applicable laws and
          regulations, including but not limited to the laws of the several
          states of the United States;

     (i)  Dealing with and answering all correspondence from or on behalf of
          shareholders relating to its functions under this Agreement.

     3.  ACGF may perform on site inspection of records and accounts and perform
audits directly pertaining to ACGF shareholder accounts serviced by Services
hereunder at Services' facilities in accordance with reasonable procedures at
the frequency necessary to show proper administration of this agreement and the
proper audit of ACGF's financial statements. Services will cooperate with ACGF's
auditors and the representatives of appropriate regulatory agencies and furnish
all reasonably requested records and data.

     4.  (a) Services will at all times exercise due diligence and good faith
in performing its duties hereunder. Services will make every reasonable effort
and take all reasonably available measures to assure the adequacy of its
personnel and facilities as well as the accurate performance of all services to
be performed by it hereunder within the time requirements of any applicable
statutes, rules or regulations or as disclosed in ACGF's prospectus.

         (b) Services shall not be responsible for, and ACGF agrees to indemnify
Services, for any losses, damages or expenses (including reasonable counsel fees
and expenses) (a) resulting from any claim, demand, action or suit not resulting
from Services failure to exercise good faith or due diligence and arising out
of or in connection with Services' duties on behalf of the fund hereunder;
(b) for any delay, error, or omission by reason or circumstance beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties (except with response to Services employees), fire,
mechanical breakdowns beyond its control, floor or catastrophe, act of God,
insurrection, war, riot or failure beyond its control of transportation,
communication or power supply; or (c) for any action taken or omitted to be
taken by Services in good faith in reliance on (i) the authenticity of any
instrument or communication reasonably believed by it to be genuine and to have
been properly made and signed or endorsed by an appropriate person, or (ii) the
accuracy of any records or information provided to it by ACGF, (iii) any
authorization or instruction contained in any officers' instruction, or (iv) any
advise of counsel approved by ACGF who may be internally employed counsel or
outside counsel, in either case for ACGF or Services.

     5.  Services shall not look to ACGF for compensation for its services
described herein. It shall be compensated entirely by American Century
Investment Management, Inc., pursuant to the management agreement between
American Century Investment Management, Inc. and ACGF, which requires American
Century Investment Management, Inc. to pay, with certain exceptions, all of the
expenses of ACGF.

     6.  (a) This Agreement may be terminated by either party at any time without
penalty upon giving the other party 60 days written notice (which notice may be
waived by either party).


                                       2



         (b) Upon termination, Services will deliver to ACGF all microfilm
records pertaining to shareholder accounts of ACGF, and all records of
shareholder accounts in machine readable form in the format in which they are
maintained by Services.

         (c) All data processing programs used by Services in connection with
the performance of its duties under this Agreement are the sole and exclusive
property of Services, and after the termination of this Agreement, ACGF shall
have no right to use the same.

     IN WITNESS WHEREOF, the parties have executed this instrument as of the day
and year first above written.


                                  AMERICAN CENTURY GROWTH FUNDS, INC.


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


                                  AMERICAN CENTURY SERVICES, LLC


                                  By: /s/ Otis H. Cowan
                                     -------------------------------------------
                                     Otis H. Cowan
                                     Vice President

                                                                   EXHIBIT 99.h2



               CUSTOMER IDENTIFICATION PROGRAM RELIANCE AGREEMENT


     THIS CUSTOMER IDENTIFICATION PROGRAM RELIANCE AGREEMENT is made and entered
into by and among each of the open-end management investment companies listed on
SCHEDULE A, attached hereto, as of the dates noted on such SCHEDULE A, together
with all other open-end management investment companies subsequently established
and made subject to this Agreement in accordance with Section 2 (the "Issuers").

     WHEREAS, each of the Issuers is regulated by the Securities and Exchange
Commission ("SEC"), a federal functional regulator; and

     WHEREAS, each of the Issuers is subject to an SEC rule implementing 31
U.S.C. 5318(h) (the "CIP Rule"), which requires the Issuers to implement a
written Customer Identification Program ("CIP"); and

     WHEREAS, each of the Issuers is part of the American Century mutual fund
complex and, as such, has adopted and implemented the American Century
Anti-Money Laundering Program (the "AML Program"), including the CIP contained
therein; and

     WHEREAS, from time to time a shareholder of one of the Issuers (a
"Predecessor Issuer") may seek to become a shareholder of another of the Issuers
(a "Subsequent Issuer"), by exchange, transfer, investment of new funds or
otherwise; and

     WHEREAS, it is reasonable for a Subsequent Issuer to rely on the
performance by a Predecessor Issuer (or its agent) of the procedures of the
American Century CIP; and

     WHEREAS, the CIP Rule contemplates and permits such reliance, provided that
the Issuers enter into a contract with respect thereto;

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

     Section 1. Annual Certification

     Each Issuer shall certify annually to each of the other Issuers that it has
implemented the AML Program and that it (or its agent) will perform the specific
requirements of the CIP. Such certification shall be made substantially in the
form set forth on SCHEDULE B, attached hereto.

     Section 2. Amendment

     This Agreement and the Schedules forming a part hereto may be amended at
any time by a writing signed by each of the parties hereto. In the event that
any additional Issuers are to be made parties to this Agreement, whether such
funds were in existence at the time of the effective date of this Agreement or
subsequently formed, SCHEDULE A hereto shall be amended to reflect the addition
of such new Issuers and such new Issuers shall thereafter become parties hereto.
In the event that any of the Issuers listed on SCHEDULE A terminates its
registration as a management investment company, or otherwise ceases operations,
SCHEDULE A shall be amended to reflect the deletion of such Issuers.


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


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



                                       2







                                   SCHEDULE A

   ISSUERS COVERED BY THIS CUSTOMER IDENTIFICATION PROGRAM RELIANCE AGREEMENT

ISSUER                                                         DATE OF AGREEMENT
------                                                         -----------------

AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.             August 26, 2004
AMERICAN CENTURY CALIFORNIA TAX-FREE
  AND MUNICIPAL FUNDS                                          October 1, 2003
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.                      October 1, 2003
AMERICAN CENTURY GOVERNMENT INCOME TRUST                       October 1, 2003
AMERICAN CENTURY GROWTH FUNDS, INC.                            May 15, 2006
AMERICAN CENTURY INTERNATIONAL BOND FUNDS                      October 1, 2003
AMERICAN CENTURY INVESTMENT TRUST                              October 1, 2003
AMERICAN CENTURY MUNICIPAL TRUST                               October 1, 2003
AMERICAN CENTURY MUTUAL FUNDS, INC.                            October 1, 2003
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC                April 26, 2004
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.             October 1, 2003
AMERICAN CENTURY TARGET MATURITIES TRUST                       October 1, 2003
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.                     October 1, 2003
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.                  October 1, 2003
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.                      October 1, 2003







                                   SCHEDULE B

                          FORM OF ANNUAL CERTIFICATION


     Pursuant to their Customer Identification Program Reliance Agreement (the
"Agreement"), each of the undersigned Issuers hereby certifies to every other
undersigned Issuer as follows:

     (1)  Each Issuer has implemented the American Century Anti-Money Laundering
          Program; and

     (2)  Each Issuer (or its agent) will perform the specific requirements of
          the American Century Customer Identification Program.


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


                                  By:
                                     -------------------------------------------
                                     [Name]
                                     [Title]
                                     Dated:
                                           -------------------------------------

                                                                    EXHIBIT 99.i
                          AMERICAN CENTURY INVESTMENTS
                                4500 MAIN STREET
                             KANSAS CITY, MO 64111



May 30, 2006


American Century Growth Funds, Inc.
4500 Main Street
Kansas City, Missouri 64111

Ladies and Gentlemen:

I have acted as counsel to American Century Growth Funds, Inc., a Maryland
corporation (the "Company"), in connection with the Company's Registration
Statement on Form N-1A (File Nos. 33-132114, 811-21861), relating to the public
offering from time to time of any or all of the Company's authorized shares of
common stock, par value One Cent ($0.01) per share, that have been classified
and designated as indicated on Schedule A to this letter (the "Shares").

     In connection with rendering the opinions set forth below, I have examined
the Registration Statement; the Company's Articles of Incorporation, Articles of
Amendment and Restatement and Bylaws, as reflected in the Company's corporate
records; resolutions of the Board of Directors of the Company relating to the
authorization and issuance of the Shares; and such other documents as I deemed
relevant. In conducting my examination, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity,
accuracy and completeness of documents purporting to be originals and the
conformity to originals of any copies of documents. I have not independently
established any facts represented in the documents so relied on.

     I am a member of the Bar of the State of Missouri. The opinions expressed
in this letter are based on the facts in existence and the laws in effect on the
date hereof and are limited to the laws (other than the conflict of law rules)
of the State of Maryland that in my experience are normally applicable to the
issuance of shares by registered investment companies organized as corporations
under the law of that state and to the Securities Act of 1933, as amended (the
"1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"),
and the regulations of the Securities and Exchange Commission (the "SEC")
thereunder. I express no opinion with respect to any other laws.

     Based upon and subject to the foregoing and the qualifications set forth
below, it is my opinion that:

     1. The issuance of the Shares has been duly authorized by the Company.

     2. When issued and paid for upon the terms provided in the Registration
Statement, subject to compliance with the 1933 Act, the 1940 Act, and applicable
state laws regulating the offer and sale of securities, and assuming the
continued valid existence of the Company under the laws of the State of
Maryland, the Shares will be validly issued, fully paid and non-assessable.






American Century Growth Funds, Inc.
May 30, 2006
Page 2


     For the record, it should be stated that I am an employee of American
Century Services, LLC, an affiliate of the Company's investment advisor.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. I assume no obligation to advise you of any changes in
the foregoing subsequent to the effectiveness of the Registration Statement. In
giving my consent I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the SEC thereunder. The opinions expressed herein are matters of
professional judgment and are not a guarantee of result.

                                            Very truly yours,


                                            /s/ Christine J. Crossley
                                            ------------------------------------
                                            Christine J. Crossley
                                            Corporate Counsel









                                   SCHEDULE A


     SERIES NAME                                             CLASS
     ---------------------------------------------------------------------------
     Legacy Large Cap Fund                                   Investor
                                                             Advisor
                                                             R
                                                             Institutional
     Legacy Focused Large Cap Fund                           Investor
                                                             Advisor
                                                             R
                                                             Institutional
     Legacy Multi Cap Fund                                   Investor
                                                             Advisor
                                                             R
                                                             Institutional

                                                                   EXHIBIT 99.j1



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the use in this Pre-Effective Amendment No. 1 to Registration
Statement No. 333-132114 on Form N-1A of our report dated May 24, 2006, relating
to the statement of net assets of American Century Growth Funds, Inc. including
Legacy Large Cap Fund, appearing in the Statement of Additional Information,
which is part of such Registration Statement, and to the reference to us under
the heading "Independent Registered Public Accounting Firm" in the Statement of
Additional Information, which is part of such Registration Statement.



/s/ Deloitte & Touche LLP

Kansas City, Missouri
May 24, 2006

                                                                    EXHIBIT 99.l



                  American Century Investment Management, Inc.
                                4500 Main Street
                              Kansas City, MO 64111


                                  May 24, 2006



American Century Growth Funds, Inc.
4500 Main Street
Kansas City, MO  64111

     RE: Initial Capital Agreement

Ladies and Gentlemen:

     In order to provide American Century Growth Funds, Inc. ("ACGF") with the
initial capital required pursuant to Section 14 of the Investment Company Act of
1940, as amended, American Century Investment Management, Inc. ("ACIM") is
hereby purchasing from ACGF 10,000 shares of beneficial interest, $0.01 par
value, of Institutional Class shares of Legacy Large Cap, a series of ACGF (the
"Shares"), at a purchase price of $10.00 per Share, for a total purchase price
of $100,000.

     ACIM is aware that the Shares have not been registered under the Securities
Act of 1933, as amended (the "1933 Act"), on the basis that the sale of such
shares will be exempt under Section 4(2) of the 1933 Act as not involving any
public offering. Reliance on such exemption is predicated, in part, on ACIM's
representation and warranty to ACGF that the Shares are being acquired for
ACIM's own account for investment purposes and not with a view to the
distribution or redemption thereof, and that ACIM has no present intention to
dispose of the Shares. ACIM further represents that it will not take any action
that will subject the sale of the Shares to the registration provisions of the
1933 Act.


                                  Sincerely,

                                  AMERICAN CENTURY INVESTMENT
                                  MANAGEMENT, INC.


                                  By: /s/ Otis H. Cowan
                                     -------------------------------------------
                                     Otis H. Cowan
                                     Assistant Secretary

                                                                   EXHIBIT 99.m1



                 MASTER DISTRIBUTION AND INDIVIDUAL SHAREHOLDER
                                 SERVICES PLAN
                                       OF
                       AMERICAN CENTURY GROWTH FUNDS, INC.

                                  ADVISOR CLASS

     WHEREAS, the above named corporation (the "Issuer") is an open-ended,
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and

     WHEREAS, the common stock of the Issuer is currently divided into a number
of separate series of shares, or funds, each corresponding to a distinct
portfolio of securities; and

     WHEREAS, pursuant to Rule 18f-3 of the 1940 Act, the Issuer's Board of
Directors (the "Board") have established multiple classes of shares of the
various funds of the Issuer, including a class of shares designated as Advisor
Class; and

     WHEREAS, the Board, in considering whether the Funds should adopt and
implement this Advisor Class Plan, has evaluated such information as it deemed
necessary to an informed determination whether this Advisor Class Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Funds for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Advisor Class Plan will benefit the Funds
and their Advisor Class shareholders; and

     WHEREAS, the Board desires to authorize the funds identified in SCHEDULE A
(the "Funds") to bear expenses of individual shareholder services and
distribution of certain of their shares by adopting this Master Distribution and
Individual Shareholder Services Plan pursuant to Rule 12b-1 under the 1940 Act
with respect to the Advisor Class shares of each of the Funds; and

     WHEREAS, AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM") is the
registered investment adviser to the Issuer; and

     WHEREAS, the Issuer has entered into a Distribution Agreement (the
"Distribution Agreement") with AMERICAN CENTURY INVESTMENT SERVICES, INC. (the
"Distributor") pursuant to which Distributor serves as distributor of the
various classes of the Funds, including the Advisor Class.

     NOW, THEREFORE, the Issuer hereby adopts, on behalf of the Funds, this
Plan, in accordance with Rule 12b-1 under the 1940 Act on the following terms
and conditions:



                                                                          page 1




SECTION 1. FEES

a.   FEE. For purposes of paying costs and expenses incurred in providing the
     distribution services and/or individual shareholder services set forth in
     SECTIONS 2 AND 3 below, the Funds shall pay the Distributor, a fee equal to
     25 basis points (0.25%) per annum of the average daily net assets of the
     shares of the Funds' Advisor Class of shares (the "Fee").

b.   APPLICABILITY TO ADDITIONAL AND FUTURE FUNDS. If the Issuer desires to
     establish additional funds in the future, and the applicability of the Plan
     with respect to such new funds is approved in the manner set forth in
     SECTION 4 of this Plan, as well as by the then-sole shareholder of the
     Advisor Class shares of such new funds (to the extent shareholder approval
     of new funds is required by then-current 1940 Act Rules), this Plan may be
     amended to provide that such new funds will become subject to this Plan and
     will pay the Fee set forth in SECTION 1(A) above, unless the Board
     specifies otherwise. After the adoption of this Plan by the Board with
     respect to the Advisor Class of shares of the existing or new funds, the
     term "Funds" under this Plan shall thereafter be deemed to include the new
     funds.

c.   CALCULATION AND ASSESSMENT. Fees under this Plan will be calculated and
     accrued daily by each Fund and paid monthly to the Distributor or at such
     other intervals as the Issuer and the Distributor may agree.

SECTION 2. DISTRIBUTION SERVICES

The amount set forth in SECTION 1(A) of this Plan may be paid for certain past
and continuing services in connection with any activities undertaken or expenses
incurred by the Distributor or its affiliates primarily intended to result in
the sale of Advisor Class shares of the Funds, which services may include but
are not limited to, (A) the payment of sales commissions, ongoing commissions
and other payments to brokers, dealers, financial institutions or others who
sell Advisor Class shares pursuant to selling agreements; (B) compensation to
registered representatives or other employees of Distributor who engage in or
support distribution of the Funds' Advisor Class shares; (C) compensation to,
and expenses (including overhead and telephone expenses) of, Distributor; (D)
the printing of prospectuses, statements of additional information and reports
for other than existing shareholders; (E) the preparation, printing and
distribution of sales literature and advertising materials provided to the
Funds' shareholders and prospective shareholders; (F) receiving and answering
correspondence from prospective shareholders, including distributing
prospectuses, statements of additional information, and shareholder reports; (G)
the providing of facilities to answer questions from prospective investors about
Fund shares; (H) complying with federal and state securities laws pertaining to
the sale of Fund shares; (I) assisting investors in completing application forms
and selecting dividend and other account options; (J) the providing of other
reasonable assistance in connection with the distribution of Fund shares; (K)
the organizing and conducting of sales seminars and payments in the form of
transactional compensation or promotional incentives; (L) profit on the
foregoing; and (M) such other distribution and services activities as the
Issuers determine may be paid for by the Issuer pursuant to the terms of this
Plan and in accordance with Rule 12b-1 of the 1940 Act.


                                                                          page 2




SECTION 3. INDIVIDUAL SHAREHOLDER SERVICES

a.   The Distributor may engage third parties to provide individual shareholder
     services to the shareholder of the Advisor Class shares ("Individual
     Shareholder Services"). The amount set forth in Section 1(a) of this Plan
     may be paid to the Distributor for expenses incurred by it as a result of
     these arrangements. Such Individual Shareholder Services and related
     expenses may include, but are not limited to, (A) individualized and
     customized investment advisory services, including the consideration of
     shareholder profiles and specific goals; (b) the creation of investment
     models and asset allocation models for use by the shareholder in selecting
     appropriate Funds; (c) proprietary research about investment choices and
     the market in general; (D) periodic rebalancing of shareholder accounts to
     ensure compliance with the selected asset allocation; (E) consolidation of
     shareholder accounts in one place; (F) the payment of "service fees,: as
     contemplated by the Rules of Fair Practice of the National Association of
     Securities Dealers, Inc. ("NASD"); and (G) other individual services.

b.   For purposes of the Plan, "service fees" shall mean payments in connection
     with the provision of personal, continuing services to investors in each
     Fund and/or the maintenance of shareholder accounts, EXCLUDING (i) transfer
     agent and subtransfer agent services for beneficial owners of a Fund's
     Advisor Class shares, (ii) aggregating and processing purchase
     and redemption orders, (iii) providing beneficial owners with account
     statements, processing dividend payments, (iv) providing subaccounting
     services for Advisor Class shares held beneficially, (v) forwarding
     shareholder communications to beneficial owners, and (vi) receiving,
     tabulating and transmitting proxies executed by beneficial owners;
     PROVIDED, HOWEVER, that if the NASD adopts a definition of
     "service fees" for purposes of Section 26(d) of the Rules of Fair Practice
     of the NASD (or any successor to such rule) that differs from the
     definition of "service activities" hereunder, or if the NASD adopts a
     related definition intended to define the same concept, the definition of
     "service fees" in this Section shall be automatically amended, without
     further action of the parties, to conform to such NASD definition. Overhead
     and other expenses of Distributor related to its service activities,
     including telephone and other communications expenses, may be included in
     the information regarding amounts expended for such activities.

SECTION 4. EFFECTIVENESS

Upon receipt of approval by vote of both (a) the Board and (b) the members of
the Board who are not interested persons of the Issuer (as defined in the 1940
Act) and have no direct or indirect financial interest in the operation of the
Plan or in any agreements related to the Plan (the "Independent Directors"),
this Plan shall become effective as of August 31, 2004.



                                                                          page 3




SECTION 5. TERM

This Plan will continue in effect for one year from the date hereof, and will
continue thereafter in full force and effect for successive periods of up to one
year, provided that each such continuance is approved in the manner provided in
SECTION 4.

SECTION 6. REPORTING REQUIREMENTS

ACIM (or its designee) shall administer this Plan in accordance with Rule 12b-1
of the 1940 Act. ACIM will provide to the Board, and the Independent Directors
will review and approve, in exercise of their fiduciary duties, at least
quarterly, a written report of the amounts expended with respect to the Advisor
Class shares of each Fund by ACIM under this Plan and such other information as
may be required by the 1940 Act and Rule 12b-1 thereunder.

SECTION 7. TERMINATION

This Plan may be terminated without penalty at any time with respect to the
Advisor Class shares of any Fund by vote of the Board, by votes of a majority of
the Independent Directors, or by vote of a majority of the outstanding voting
Advisor Class shares of that Fund. Termination of the Plan with respect to the
Advisor Class shares of one Fund will not affect the continued effectiveness of
this Plan with respect to the Advisor Class shares of any other Fund.

SECTION 8. AMENDMENTS TO THIS PLAN

This Plan may not be amended to increase materially the amount of compensation a
Fund is authorized to pay under SECTION 1 hereof unless such amendment is
approved in the manner provided for initial approval in SECTION 4 hereof, and
such amendment is further approved by a majority of the outstanding voting
securities of the Advisor Class shares of the Fund. No other material amendment
to the Plan will be made unless approved in the manner provided for approval and
annual renewal in SECTION 5 hereof; PROVIDED, HOWEVER, that a new Fund may be
added the Issuer upon approval by the Board by executing a new Schedule A to
this Plan.

SECTION 9. RECORDKEEPING

The Issuers will preserve copies of this Plan (including any amendments thereto)
and any related agreements and all reports made pursuant to SECTION 6 hereof for
a period of not less than six years from the date of this Plan, the first two
years in an easily accessible place.



                                                                          page 4



SECTION 10. INDEPENDENT DIRECTORS

So long as the Plan remains in effect, the selection and nomination of persons
to serve as Independent Directors on the Board shall be committed to the
discretion of the Independent Directors or the Board then in office.
Notwithstanding the above, nothing herein shall prevent the participation of
other persons in the selection and nomination process so long as a final
decision on any such selection or nomination is within the discretion of, and
approved by, the Independent Directors so responsible.

     IN WITNESS WHEREOF, the Issuer has adopted this Plan as of May 15, 2006.


                                  AMERICAN CENTURY GROWTH FUNDS, INC.


                                   By: /s/ Charles A. Etherington
                                      ------------------------------------------
                                      Name:  Charles A. Etherington
                                      Title: Vice President



                                                                          page 5








                                   SCHEDULE A

                      SERIES OFFERING ADVISOR CLASS SHARES


            SERIES                                      DATE PLAN EFFECTIVE
            ------                                      -------------------
AMERICAN CENTURY GROWTH FUNDS, INC.
    Legacy Focused Large Cap Fund                     May 15, 2006
    Legacy Large Cap Fund                             May 15, 2006
    Legacy Multi Cap Fund                             May 15, 2006









                                      A-1

                                                                   EXHIBIT 99.m2



                 MASTER DISTRIBUTION AND INDIVIDUAL SHAREHOLDER
                                 SERVICES PLAN
                                       OF
                       AMERICAN CENTURY GROWTH FUNDS, INC.

                                     R CLASS

     WHEREAS, the above named corporation (the "Issuer") is an open-ended,
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and

     WHEREAS, the common stock of the Issuer is currently divided into a number
of separate series of shares, or funds, each corresponding to a distinct
portfolio of securities; and

     WHEREAS, pursuant to Rule 18f-3 of the 1940 Act, the Issuer's Board of
Directors (the "Board") has established multiple classes of shares of the
various funds of the Issuer, including a class of shares designated as R Class;
and

     WHEREAS, the Board, in considering whether the Funds should adopt and
implement this R Class Plan, has evaluated such information as it deemed
necessary to an informed determination whether this R Class Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Funds for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this R Class Plan will benefit the Funds and
their R Class shareholders; and

     WHEREAS, the Board desires to authorize the funds identified in SCHEDULE A
(the "Funds") to bear expenses of individual shareholder services and
distribution of certain of their shares by adopting this Master Distribution and
Individual Shareholder Services Plan pursuant to Rule 12b-1 under the 1940 Act
with respect to the R Class shares of each of the Funds; and

     WHEREAS, AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM") is the
registered investment adviser to the Issuer; and

     WHEREAS, the Issuer has entered into a Distribution Agreement (the
"Distribution Agreement") with AMERICAN CENTURY INVESTMENT SERVICES, INC. (the
"Distributor") pursuant to which Distributor serves as distributor of the
various classes of the Funds, including the R Class.

     NOW, THEREFORE, the Issuer hereby adopts, on behalf of the Funds, this
Plan, in accordance with Rule 12b-1 under the 1940 Act on the following terms
and conditions:

SECTION 1. FEES

a.   FEE. For purposes of paying costs and expenses incurred in providing the
     distribution


                                                                          page 1




     services and/or individual shareholder services set forth in SECTIONS 2 AND
     3 below, the Funds shall pay the Distributor, a fee equal to 50 basis
     points (0.50%) per annum of the average daily net assets of the shares of
     the Funds' R Class of shares (the "Fee").

b.   APPLICABILITY TO ADDITIONAL AND FUTURE FUNDS. If any of the Issuers desire
     to establish additional funds in the future, and the applicability of the
     Plan with respect to such new funds is approved in the manner set forth in
     SECTION 4 of this Plan, as well as by the then-sole shareholder of the R
     Class shares of such new funds (to the extent shareholder approval of new
     funds is required by then-current 1940 Act Rules), this Plan may be amended
     to provide that such new funds will become subject to this Plan and will
     pay the Fee set forth in SECTION 1(A) above, unless the Board specifies
     otherwise. After the adoption of this Plan by the Board with respect to the
     R Class of shares of the existing or new funds, the term "Funds" under this
     Plan shall thereafter be deemed to include the new funds.

c.   CALCULATION AND ASSESSMENT. Fees under this Plan will be calculated and
     accrued daily by each Fund and paid monthly to the Distributor or at such
     other intervals as the Issuer and the Distributor may agree.

SECTION 2. DISTRIBUTION SERVICES

The amount set forth in SECTION 1(A) of this Plan may be paid for certain past
and continuing services in connection with any activities undertaken or expenses
incurred by the Distributor or its affiliates primarily intended to result in
the sale of R Class shares of the Funds, which services may include but are not
limited to, (A) the payment of sales commissions, ongoing commissions and other
payments to brokers, dealers, financial institutions or others who sell R Class
shares pursuant to selling agreements; (B) compensation to registered
representatives or other employees of Distributor who engage in or support
distribution of the Funds' R Class shares; (C) compensation to, and expenses
(including overhead and telephone expenses) of, Distributor; (D) the printing of
prospectuses, statements of additional information and reports for other than
existing shareholders; (E) the preparation, printing and distribution of sales
literature and advertising materials provided to the Funds' shareholders and
prospective shareholders; (F) receiving and answering correspondence from
prospective shareholders, including distributing prospectuses, statements of
additional information, and shareholder reports; (G) the providing of facilities
to answer questions from prospective investors about Fund shares; (H) complying
with federal and state securities laws pertaining to the sale of Fund shares;
(I) assisting investors in completing application forms and selecting dividend
and other account options; (J) the providing of other reasonable assistance in
connection with the distribution of Fund shares; (K) the organizing and
conducting of sales seminars and payments in the form of transactional
compensation or promotional incentives; (L) profit on the foregoing; and (M)
such other distribution and services activities as the Issuers determine may be
paid for by the Issuers pursuant to the terms of this Plan and in accordance
with Rule 12b-1 of the 1940 Act.

SECTION 3. INDIVIDUAL SHAREHOLDER SERVICES

a.   The Distributor may engage third parties to provide individual shareholder
     services to the shareholder of the R Class shares ("Individual Shareholder
     Services"). The amount set


                                                                          page 2



     forth in Section 1(a) of this Plan may be paid to the Distributor for
     expenses incurred by it as a result of these arrangements. Such Individual
     Shareholder Services and related expenses may include, but are not limited
     to, (A) individualized and customized investment advisory services,
     including the consideration of shareholder profiles and specific goals; (b)
     the creation of investment models and asset allocation models for use by
     the shareholder in selecting appropriate Funds; (c) proprietary research
     about investment choices and the market in general; (D) periodic
     rebalancing of shareholder accounts to ensure compliance with the selected
     asset allocation; (E) consolidation of shareholder accounts in one place;
     and (F) the payment of "service fees" as contemplated by the Rules of Fair
     Practice of the National Association of Securities Dealers, Inc. ("NASD");
     and (G) other individual services.

b.   For purposes of the Plan, "service fees" shall mean payments in connection
     with the provision of personal, continuing services to investors in each
     Fund and/or the maintenance of shareholder accounts, EXCLUDING (i) transfer
     agent and subtransfer agent services for beneficial owners of a Fund's R
     Class shares, (ii) aggregating and processing purchase and redemption
     orders, (iii) providing beneficial owners with account statements,
     processing dividend payments, (iv) providing subaccounting services for R
     Class shares held beneficially, (v) forwarding shareholder communications
     to beneficial owners, and (vi) receiving, tabulating and transmitting
     proxies executed by beneficial owners; PROVIDED, HOWEVER, that if the NASD
     adopts a definition of "service fees" for purposes of Section 26(d) of the
     Rules of Fair Practice of the NASD (or any successor to such rule) that
     differs from the definition of "service activities" hereunder, or if the
     NASD adopts a related definition intended to define the same concept, the
     definition of "service fees" in this Section shall be automatically
     amended, without further action of the parties, to conform to such NASD
     definition. Overhead and other expenses of Distributor related to its
     service activities, including telephone and other communications expenses,
     may be included in the information regarding amounts expended for such
     activities.

SECTION 4. EFFECTIVENESS

Upon receipt of approval by vote of both (a) the Board and (b) the members of
the Board who are not interested persons of the Issuers (as defined in the 1940
Act) and have no direct or indirect financial interest in the operation of the
Plan or in any agreements related to the Plan (the "Independent Directors"),
this Plan shall become effective as of August 31, 2004.

SECTION 5. TERM

This Plan will continue in effect for one year from the date hereof, and will
continue thereafter in full force and effect for successive periods of up to one
year, provided that each such continuance is approved in the manner provided in
SECTION 4.



                                                                          page 3




SECTION 6. REPORTING REQUIREMENTS

ACIM (or its designee) shall administer this Plan in accordance with Rule 12b-1
of the 1940 Act. ACIM will provide to the Board, and the Independent Directors
will review and approve, in exercise of their fiduciary duties, at least
quarterly, a written report of the amounts expended with respect to the R Class
shares of each Fund by ACIM under this Plan and such other information as may be
required by the 1940 Act and Rule 12b-1 thereunder.

SECTION 7. TERMINATION

This Plan may be terminated without penalty at any time with respect to the R
Class shares of any Fund by vote of the Board, by votes of a majority of the
Independent Directors, or by vote of a majority of the outstanding voting R
Class shares of that Fund. Termination of the Plan with respect to the R Class
shares of one Fund will not affect the continued effectiveness of this Plan with
respect to the R Class shares of any other Fund.

SECTION 8. AMENDMENTS TO THIS PLAN

This Plan may not be amended to increase materially the amount of compensation a
Fund is authorized to pay under SECTION 1 hereof unless such amendment is
approved in the manner provided for initial approval in SECTION 4 hereof, and
such amendment is further approved by a majority of the outstanding voting
securities of the R Class shares of the Fund. No other material amendment to the
Plan will be made unless approved in the manner provided for approval and annual
renewal in SECTION 5 hereof; PROVIDED, HOWEVER, that a new Fund may be added by
the Issuer upon approval by the Board by executing a new Schedule A to this
Plan.

SECTION 9. RECORDKEEPING

The Issuer will preserve copies of this Plan (including any amendments thereto)
and any related agreements and all reports made pursuant to SECTION 6 hereof for
a period of not less than six years from the date of this Plan, the first two
years in an easily accessible place.

SECTION 10. INDEPENDENT DIRECTORS

So long as the Plan remains in effect, the selection and nomination of persons
to serve as Independent Directors on the Board shall be committed to the
discretion of the Independent Directors on the Board then in office.
Notwithstanding the above, nothing herein shall prevent the participation of
other persons in the selection and nomination process so long as a final
decision on any such selection or nomination is within the discretion of, and
approved by, the Independent Directors so responsible.


                                                                          page 4



     IN WITNESS WHEREOF, the Issuer has adopted this Plan as of May 15, 2006.


                                  AMERICAN CENTURY GROWTH FUNDS, INC.


                                  By: /s/ Charles A. Etherington
                                     -------------------------------------------
                                     Name:  Charles A. Etherington
                                     Title: Vice President





                                                                          page 5









                                   SCHEDULE A

                         SERIES OFFERING R CLASS SHARES


            SERIES                                         DATE PLAN EFFECTIVE
            ------                                         -------------------

AMERICAN CENTURY GROWTH FUNDS, INC.

  Legacy Focused Large Cap Fund                          May 15, 2006
  Legacy Large Cap Fund                                  May 15, 2006
  Legacy Multi Cap Fund                                  May 15, 2006













                                      A-1

                                                                    EXHIBIT 99.n



                               MULTIPLE CLASS PLAN
                                       OF
                       AMERICAN CENTURY GROWTH FUNDS, INC.

     WHEREAS, the above-named corporation (the "Issuer") is an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and

     WHEREAS, the common stock of the Issuer is currently divided into a number
of separate series of shares; and

     WHEREAS, the Issuer desires to offer classes of such series of shares
pursuant to Rule 18f-3; and

     WHEREAS, Rule 18f-3 requires that the Board of Directors of the Issuer (the
"Board") adopt a written plan setting forth (1) the specific arrangement for
shareholder services and the distribution of securities for each class, (2) the
allocation of expenses for each class and (3) any related conversion features or
exchange privileges; and

     WHEREAS, the Board, including a majority of the Independent Directors, as
defined in SECTION 3D below, has determined that this plan (the "Plan"), adopted
pursuant to Rule 18f-3 under the 1940 Act, is in the best interests of each
class individually and the Issuer as a whole;

     NOW, THEREFORE, the Issuer hereby adopts, on behalf of the Funds (as
defined in SECTION 2A below), this Multiple Class Plan, in accordance with Rule
18f-3 under the 1940 Act on the following terms and conditions:

SECTION 1. ESTABLISHMENT OF PLAN

As required by Rule 18f-3 under the 1940 Act, this Plan describes the multiple
class system for certain series of shares of the Issuer, including the separate
class arrangements for shareholder services and/or distribution of shares, the
method for allocating expenses to classes and any related conversion features or
exchange privileges applicable to the classes. Upon the effective date of this
Plan, the Issuer elects to offer multiple classes of its shares, as described
herein, pursuant to Rule 18f-3 and this Plan.

SECTION 2. FEATURES OF THE CLASSES

a.   DIVISION INTO CLASSES. Each series of shares of the Issuer identified in
     SCHEDULE A attached hereto, and each series of shares of any Issuer
     subsequently added to this Plan (collectively, the "Funds"), may offer one
     or more classes of shares: the Investor Class, the Institutional Class, the
     Advisor Class, and the R Class. The classes that each Fund is authorized to
     issue pursuant to this Plan are set forth in SCHEDULE A. Shares of each
     class of a Fund shall represent an equal pro rata interest in such Fund,
     and generally, shall have identical voting, dividend, liquidation and other
     rights, preferences, powers,



                                       1



     restrictions, limitations, qualifications, and terms and conditions, except
     that: (A) each class shall have a different designation; (B) each class of
     shares shall bear any Class Expenses, as defined in SECTION 3D(3) below;
     (C) each class shall have exclusive voting rights on any matter submitted
     to shareholders that relates solely to its service arrangement; and (D)
     each class shall have separate voting rights on any matter submitted to
     shareholders in which the interests of one class differ from the interests
     of any other class.

b.   FEES.

     The Issuer of the Funds is a party to a Management Agreement with American
     Century Investment Management, Inc. ("ACIM"), the Funds' investment
     adviser, for the provision of investment advisory and management services
     and shareholder services. Because the assets of the Issuer are invested in
     other open-end management investment companies advised by ACIM, no class or
     Fund pays any fee to ACIM for such investment advisory and management
     services. The Investor, Advisor or R Classes of the Funds each pay an
     Administrative Fee of 20 basis points for the shareholder services provided
     by ACIM under the Management Agreement. No Administrative Fee is paid by
     the Institutional Class of the Funds.

c.   SHAREHOLDER SERVICES AND DISTRIBUTION SERVICES.

     (1)  ADVISOR CLASS DISTRIBUTION PLAN. Shares of the Advisor Class of each
     Fund are offered subject to an Advisor Class Master Distribution and
     Individual Shareholder Services Plan pursuant to Rule 12b-1 under the 1940
     Act (the "Advisor Class Plan") adopted by the Issuer effective August 31,
     2004. Advisor Class shares of each Fund shall pay American Century
     Investment Services, Inc. ("Distributor") for the expenses of individual
     shareholder services and administrative services and distribution expenses
     incurred in connection with providing such services for shares of the
     Funds, as provided in the Advisor Class Plan, at an aggregate annual rate
     of .25% of the average daily net assets of such class.

     (2)  R CLASS DISTRIBUTION PLAN. Shares of the R Class of each Fund are
     offered subject to an R Class Master Distribution and Individual
     Shareholder Services Plan pursuant to Rule 12b-1 under the 1940 Act (the "R
     Class Plan") adopted by the Issuers effective August 31, 2004. R Class
     Shares of each Fund shall pay Distributor for the expenses of individual
     shareholder services and distribution expenses incurred in connection with
     providing such services for shares of the Funds, as provided in the R Class
     Plan, at an aggregate annual rate of .50% of the average daily net assets
     of such class.

     (3)  DEFINITION OF SERVICES. Under the Advisor and R Class Plans,
     "distribution expenses" include, but are not limited to expenses incurred
     in connection with certain past and continuing services, including (A)
     payment of sales commissions, ongoing commissions and other payments to
     brokers, dealers, financial institutions or others who sell shares of the
     relevant class pursuant to selling agreements; (B) compensation to
     employees of Distributor who engage in or support distribution of the
     shares of the relevant class; (C) compensation to, and expenses (including
     overhead and telephone expenses) of,


                                       2


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

     Under the Advisor and R Class Plans, individual shareholder services may
     include, but are not limited to: (A) individualized and customized
     investment advisory services, including the consideration of shareholder
     profiles and specific goals; (B) the creation of investment models and
     asset allocation models for use by the shareholder in selecting appropriate
     Funds; (C) proprietary research about investment choices and the market in
     general; (D) periodic rebalancing of shareholder accounts to ensure
     compliance with the selected asset allocation; (E) consolidation of
     shareholder accounts in one place; and (F) other individual services.

SECTION 3. ALLOCATION OF INCOME AND EXPENSES

a.   NON-DAILY DIVIDEND FUNDS. The gross income, realized and unrealized capital
     gains and losses and expenses (other than Class Expenses) of each Fund,
     other than the Daily Dividend Funds, shall be allocated to each class on
     the basis of its net asset value relative to the net asset value of the
     Fund. Expenses to be so allocated also include Issuer Expenses and Fund
     Expenses.

b.   APPORTIONMENT OF CERTAIN EXPENSES. Expenses of a Fund shall be apportioned
     to each class of shares depending on the nature of the expense item. Issuer
     Expenses and Fund Expenses will be allocated among the classes of shares
     pro rata based on their relative net asset values in relation to the net
     asset value of all outstanding shares in the Fund. Approved Class Expenses
     shall be allocated to the particular class to which they are attributable.
     In addition, certain expenses may be allocated differently if their method
     of imposition changes. Thus, if a Class Expense can no longer be attributed
     to a class, it shall be charged to a Fund for allocation among classes, as
     determined by ACIM.

c.   DEFINITIONS.

     (1)  ISSUER EXPENSES. "Issuer Expenses" include expenses of an Issuer that
     are not attributable to a particular Fund or class of a Fund. Issuer
     Expenses include fees and expenses of those Directors/Trustees who are not
     "interested persons" as defined in


                                       3


     the 1940 Act ("Independent Directors"), including counsel fees for the
     Independent Directors, and certain extraordinary expenses of the Issuer
     that are not attributable to a particular Fund or class of a Fund.

     (2)  FUND EXPENSES. "Fund Expenses" include expenses of an Issuer that are
     attributable to a particular fund but are not attributable to a particular
     class of the Fund. Fund Expenses include (i) interest expenses, (ii) taxes,
     (iii) brokerage expenses, and (iv) certain extraordinary expenses of a Fund
     that are not attributable to a particular class of a Fund.

     (3)  CLASS EXPENSES. "Class Expenses" are expenses that are attributable to
     a particular class of a Fund and shall be limited to: (i) applicable
     administrative fee; (ii) payments made pursuant to the Advisor Class Plan;
     (iii) payments made pursuant to the R Class Plan; and (iv) certain
     extraordinary expenses of an Issuer or Fund that are attributable to a
     particular class of a Fund.

     (4)  EXTRAORDINARY EXPENSES. "Extraordinary expenses" shall be allocated as
     an Issuer Expense, a Fund Expense or a Class Expense in such manner and
     utilizing such methodology as ACIM shall reasonably determine, which
     determination shall be subject to ratification or approval of the Board and
     shall be consistent with applicable legal principles and requirements under
     the 1940 Act and the Internal Revenue Code, as amended. ACIM shall report
     to the Board quarterly regarding those extraordinary expenses that have
     been allocated as Class Expenses. Any such allocations shall be reviewed
     by, and subject to the approval of, the Board.

SECTION 4. EXCHANGE PRIVILEGES

Subject to the restrictions and conditions set forth in the Funds' prospectuses,
shareholders may exchange shares of one class of a Fund for shares of the same
class of another Fund, provided that the amount to be exchanged meets the
applicable minimum investment requirements and the shares to be acquired in the
exchange are qualified for sale in the stockholder's state of residence.

SECTION 5. CONVERSION FEATURES

Conversions from one class of shares into another class of shares are not
permitted; PROVIDED, HOWEVER, that if a shareholder of a particular class is no
longer eligible to own shares of that class, upon prior notice to such
shareholder, those shares will be converted to shares of the same Fund but of
another class in which such shareholder is eligible to invest. Similarly, if a
shareholder becomes eligible to invest in shares of another class that has lower
expenses than the class in which such shareholder is invested, such shareholder
may be eligible to convert into shares of the same Fund but of the class with
the lower expenses.

SECTION 6. QUARTERLY AND ANNUAL REPORTS

The Board shall receive quarterly and annual reports concerning all allocated
Class Expenses and distribution and servicing expenditures complying with
paragraph (b)(3)(ii) of Rule 12b-1, as it may be amended from time to time. In
the reports, only expenditures properly attributable to the



                                       4

sale or servicing of a particular class of shares will be used to justify any
distribution or servicing fee or other expenses charged to that class.
Expenditures not related to the sale or servicing of a particular class shall
not be presented to the Board to justify any fee attributable to that class. The
reports, including the allocations upon which they are based, shall be subject
to the review and approval of the Independent Directors of the Issuer who have
no direct or indirect financial interest in the operation of this Plan in the
exercise of their fiduciary duties.

SECTION 7. WAIVER OR REIMBURSEMENT OF EXPENSES

Expenses may be waived or reimbursed by any adviser to the Issuer, by the
Issuer's underwriter or by any other provider of services to the Issuer without
the prior approval of the Board, provided that the fee (other than a Class
Expense, such as a Rule 12b-1 fee) is waived or reimbursed to all shares of a
particular Fund in proportion to their relative average daily net asset values.

SECTION 8. EFFECTIVENESS OF PLAN

Upon receipt of approval by votes of a majority of both (a) the Board and (b)
the Independent Directors, this Plan shall become effective August 31, 2004.

SECTION 9. MATERIAL MODIFICATIONS

This Plan may not be amended to modify materially its terms unless such
amendment is approved in the manner provided for initial approval in SECTION 8
herein; PROVIDED; HOWEVER; that a new Fund may be added by any Issuer upon
approval by that Issuer's Board by executing a new Schedule A to this Plan.

     IN WITNESS WHEREOF, the Issuer has adopted this Multiple Class Plan as of
May 15, 2006.


                                  AMERICAN CENTURY GROWTH FUNDS, INC.


                                  By: /s/ Charles A. Etherington
                                     -------------------------------------------
                                     Name:  Charles A. Etherington
                                     Title:   Vice President



                                       5





                                   SCHEDULE A

               COMPANIES AND FUNDS COVERED BY THIS MULTICLASS PLAN

---------------------------------------------- ------------ ------------- ----------- ----------
                                                INVESTOR      INSTITU-     ADVISOR        R
                FUNDS                            CLASS        TIONAL        CLASS       CLASS
                                                               CLASS
---------------------------------------------- ------------ ------------- ----------- ----------
AMERICAN CENTURY GROWTH FUNDS, INC.
  Legacy Focused Large Cap Fund                  Yes          Yes          Yes         Yes
  Legacy Large Cap Fund                          Yes          Yes          Yes         Yes
  Legacy Multi Cap Fund                          Yes          Yes          Yes         Yes

---------------------------------------------- ------------ ------------- ----------- ----------

                                                                   EXHIBIT 99.p1
[american century logo and text logo]


          American Century Investments
          WORKING WITH INTEGRITY...



CODE OF ETHICS
-----------------------------------------------------------------------------------
Defined terms are in BOLD ITALICS. Frequently used terms are defined in Appendix 1.
-----------------------------------------------------------------------------------


I.   PURPOSE OF CODE.

     The Code of Ethics was developed to guide the personal investment
     activities of American Century employees, officers and directors, including
     MEMBERS OF THEIR IMMEDIATE FAMILY. In doing so, it is intended to aid in
     the elimination and detection of personal securities transactions by
     American Century personnel that might be viewed as fraudulent or might
     conflict with the interests of our client portfolios. Primary among such
     transactions are the misuse for personal benefit of client trading
     information (so-called "front-running"), the misappropriation of investment
     opportunities that may be appropriate for investment by client portfolios,
     and excessive personal trading that may affect our ability to provide
     services to our clients.

     The Directors of American Century's registered investment companies (our
     "Fund Clients"(1)) who are not "interested persons" (the "Independent
     Directors") are covered under a separate Code applicable only to them.

     Violations of this Code must be promptly reported to the Chief Compliance
     Officer.


II.  WHY DO WE HAVE A CODE OF ETHICS?

     A.   INVESTORS HAVE PLACED THEIR TRUST IN AMERICAN CENTURY.

          As an investment adviser, American Century is entrusted with the
          assets of our clients for investment purposes. American Century's
          fiduciary responsibility to place the interests of our clients before
          our own and to avoid even the appearance of a conflict of interest
          extends to all American Century employees. Persons subject to this
          Code must adhere to this general principle as well as comply with the
          Code's specific provisions. This is how we earn and keep our clients'
          trust. To protect this trust, we will hold ourselves to the highest
          ethical standards.

     B.   AMERICAN CENTURY WANTS TO GIVE YOU FLEXIBLE INVESTING OPTIONS.

          Management believes that American Century's own mutual funds and other
          pooled investment vehicles provide a broad range of investment
          alternatives in virtually every segment of the securities market. We
          encourage American Century employees to use these vehicles for their
          personal investments. We do not encourage active trading by our
          employees. We recognize, however, that individual needs differ and
          that there are other attractive investment opportunities. As a result,
          this Code is intended to give you and your family flexibility to
          invest, without jeopardizing relationships with our clients.


------------------------
1 See Schedule A for a listing of all of our Fund Clients.




AMERICAN CENTURY INVESTMENTS                                     CODE OF ETHICS
--------------------------------------------------------------------------------

          American Century employees are able to undertake personal transactions
          in stocks and other individual securities subject to the terms of this
          Code of Ethics. This Code of Ethics requires preclearance of all such
          transactions by Access, Investment, and Portfolio Persons, places
          further limitations on personal investments by Investment and
          Portfolio Persons, and requires transaction reporting by all
          employees.

     C.   FEDERAL LAW REQUIRES THAT WE HAVE A CODE OF ETHICS.

          The Investment Company Act of 1940 and the Investment Advisers Act of
          1940 require that we have safeguards in place to prevent personal
          investment activities that might take inappropriate advantage of our
          fiduciary position. These safeguards are embodied in this Code of
          Ethics.(2)

III. DOES THE CODE OF ETHICS APPLY TO YOU?

     YES! All American Century employees and contract personnel must observe the
     principles contained in the Code of Ethics. However, there are different
     requirements for different categories of employees. The category in which
     you have been placed generally depends on your job function, although
     unique circumstances may prompt us to place you in a different category.
     The range of categories is as follows:



--------------------------------------------------------------------------------
FEWEST RESTRICTIONS  ----------------------------------------›  MOST RESTRICTIONS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NON-ACCESS PERSON     ACCESS PERSON     INVESTMENT PERSON     PORTFOLIO PERSON
--------------------------------------------------------------------------------


     The standard profile for each of the categories is described below:

     A.   PORTFOLIO PERSONS.

          Portfolio Persons include portfolio managers (equity or fixed income)
          and any other Investment Persons (as defined below) with authority to
          enter purchase/sale orders on behalf of the funds.

     B.   INVESTMENT PERSONS.

          Investment Persons include

          » Any SUPERVISED PERSONS that have access to nonpublic information
            regarding any client portfolio's securities trading, securities
            recommendations, or portfolio holdings or is involved in making
            securities recommendations that are nonpublic; and

          » Any officers and directors of an INVESTMENT ADVISER.

          Such persons include but are not limited to investment analysts,
          equity traders, research and financial analyst personnel.

------------------------
2  Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under
   the Investment Advisers Act of 1940 serve as a basis for much of what is
   contained in American Century's Code of Ethics.


                                                                          Page 2



AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
--------------------------------------------------------------------------------


     C.   ACCESS PERSONS.

          Access Persons are persons who, in connection with their regular
          function and duties, consistently obtain information regarding current
          recommendations with respect to the purchase or sale of securities or
          real-time trading information concerning client portfolios. Examples
          include:

          »   Persons who are directly involved in the execution, clearance,
              and settlement of purchases and sales of securities (e.g. certain
              investment accounting personnel);

          »   Persons whose function requires them to evaluate trading activity
              on a real time basis (e.g. attorneys, accountants, portfolio
              compliance personnel);

          »   Persons who assist in the design, implementation, and maintenance
              of investment management technology systems (e.g. certain I/T
              personnel);

          »   Support staff and supervisors of the above if they are required
              to obtain such information as a part of their regular function
              and duties; and

          »   An officer or "interested" director of our Fund Clients.

          Single, infrequent, or inadvertent instances of access to current
          recommendations or real-time trading information or the opportunity to
          obtain such information through casual observance or bundled data
          security access is not sufficient to qualify you as an Access Person.

     D.   NON-ACCESS PERSONS.

          If you are an officer, director, employee or contractor of American
          Century and you do not fit into any of the above categories, you are a
          Non-Access Person. While your trading is not subject to preclearance
          and other restrictions applicable to Portfolio, Investment, and Access
          Persons, you are still subject to the remaining provisions of the Code
          and are required to report to American Century certain information
          regarding your brokerage accounts and accounts invested in REPORTABLE
          MUTUAL FUNDS.(3)

IV.  RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES.

     A.   PRINCIPLES OF PERSONAL INVESTING.

          In keeping with applicable law and our high ethical standards,
          management of client portfolios should never be subordinated to
          personal gain or advantage. American Century employees, officers and
          directors may not misuse nonpublic information about client security
          holdings or portfolio transactions made or contemplated for a client
          for personal benefit or to cause others to benefit. Likewise, you may
          not cause a client portfolio to take action, or fail to take action,
          for personal benefit rather than the benefit of the client.

          In addition, investment opportunities appropriate for the funds should
          not be retained for personal benefit. Investment opportunities arising
          as a result of American Century

------------------------
3  See Reporting Requirements for details on required reporting.

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          investment management activities must first be considered for
          inclusion in our client portfolios.

          In undertaking their personal securities transactions, all American
          Century employees, officers, and directors must comply with the
          FEDERAL SECURITIES LAWS and other governmental rules and regulations.

     B.   PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS.
          [ACCESS, INVESTMENT, AND PORTFOLIO PERSONS]

          Preclearance of personal securities transactions allows American
          Century to prevent certain trades that may conflict with client
          trading activities. The nature of securities markets makes it
          impossible for us to perfectly predict those conflicts. As a
          consequence, even trades that are precleared can result in potential
          conflicts between your trades and those effected for clients. You are
          responsible for avoiding such conflicts with any client portfolios for
          which you make investment recommendations. You have an obligation to
          American Century and its clients to avoid even a perception of a
          conflict of interest with respect to personal trading activities.

          All PORTFOLIO, INVESTMENT, AND ACCESS PERSONS must comply with the
          following preclearance procedures prior to entering into (i) the
          purchase or sale of a SECURITY for your own account or (ii) the
          purchase or sale of a SECURITY for an account for which you are a
          BENEFICIAL OWNER(3):

          1.   Is the SECURITY a "Code-Exempt Security"?

               Check Appendix 3 to see if the SECURITY is listed as a
               CODE-EXEMPT SECURITY. If it is, then you may execute the
               transaction. Otherwise, proceed to the next step.

          2.   Preclear the transaction with the Legal Department's Compliance
               Group.(4)

               There are two ways to do this:

               a.   Use the "PTRA" routine in the CICS system and enter your
                    request at the Personal Trade System screen.

               b.   If you do not have access to "PTRA," e-mail your request to
                    "LG-PERSONAL SECURITY TRADES" (or
                    "LG-PERSONAL_SECURITY_TRADES@AMERICANCENTURY.COM," if
                    sending from outside American Century's Lotus Notes system),
                    and provide the following information:

                    » Issuer name;

                    » Ticker symbol or CUSIP number;

                    » Type of security (stock, bond, note, etc.);

                    » Number of shares;


------------------------
3  See Appendix 2 for an explanation of beneficial ownership.

4  If you are the Chief Investment Officer of an INVESMENT ADVISER, you must
   receive your preclearance from the General Counsel or his or her designee.


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                    » Maximum expected dollar amount of proposed
                      transaction; and

                    » Nature of transaction (purchase or sale).

          3.   Use the "PTRB" routine in the CICS system to view the status of
               your trade requests.


          4.   If you receive PRECLEARANCE for the transaction,(5) you have five
               (5) business days to execute your transaction. If you do not
               execute your transaction within five (5) business days, you must
               repeat the preclearance procedure prior to undertaking the
               transaction.

     American Century reserves the right to restrict the purchase and sale by
     Portfolio, Investment, and Access Persons of any security at any time. Such
     restrictions are imposed through the use of a Restricted List that will
     cause the Code of Ethics system to deny the approval of preclearance to
     transact in the security. Securities may be restricted for a variety of
     reasons including, without limitation, the possession of material nonpublic
     information by American Century or its employees.

     C.   ADDITIONAL TRADING RESTRICTIONS
          [INVESTMENT AND PORTFOLIO PERSONS]

          The following additional trading restrictions apply if you are an
          Investment or Portfolio Person:

          1.   Initial Public Offerings.

               You may not acquire SECURITIES issued in an INITIAL PUBLIC
               OFFERING.

          2.   Private Placements.

               Before you acquire any SECURITIES in a PRIVATE PLACEMENT, you
               must obtain approval from the Chief Investment Officer. Request
               for preclearance can be submitted by entering your request in
               PTRA and accessing the Private Placement screen (PF9 after your
               initials are entered) or by sending your request to "LG-PERSONAL
               SECURITY TRADES." You may not participate in any consideration of
               an investment in securities of the private placement issuer for
               any client portfolios while your preclearance is pending or
               during any period that you own, or are a BENEFICIAL OWNER of, the
               privately-placed security.

          3.   Short-Term Trading Profits.

               You may not profit from any purchase and sale, or sale and
               purchase, of the same (or equivalent)securities other than
               CODE-EXEMPT SECURITIES within sixty (60) calendar days.

------------------------
5  See Appendix 4 for a description of the preclearance process.


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     D.   SEVEN-DAY BLACKOUT PERIOD
          [PORTFOLIO PERSONS]

          If you are a Portfolio Person, you may also not purchase or sell a
          SECURITY other than a CODE EXEMPT SECURITY within seven (7) calendar
          days before and after it has been traded as a part of a client
          portfolio that you manage.

     E.   TRADING ON INSIDE INFORMATION
          [ALL EMPLOYEES]

          As you are aware, federal law prohibits you from trading based on
          material nonpublic information received from any source or
          communicating this information to others. This includes any
          confidential information that may be obtained by American Century
          employees regarding the advisability of purchasing or selling specific
          SECURITIES on behalf of clients. You are expected to abide by the
          highest ethical and legal standards in conducting your personal
          investment activities. For more information regarding what to do when
          you believe you are in possession of material nonpublic information,
          please consult American Century's INSIDER TRADING POLICY.

     F.   TRADING IN AMERICAN CENTURY MUTUAL FUNDS
          [ALL EMPLOYEES]

          Excessive, short-term trading of American Century client portfolios
          and other abusive trading practices (such as time zone arbitrage) may
          disrupt portfolio management strategies and harm fund performance.
          These practices can cause funds to maintain higher-than-normal cash
          balances and incur increased trading costs. Short-term and other
          abusive trading strategies can also cause unjust dilution of
          shareholder value if such trading is based on information not
          accurately reflected in the price of the fund.

          You may not engage in short-term trading or other abusive trading
          strategies with respect to any American Century client portfolio. For
          purposes of this Code, American Century client portfolios include any
          mutual fund, variable annuity, institutional, or other account advised
          or subadvised by American Century.(6)

          FIVE-DAY HOLDING PERIOD. You will be deemed to have engaged in
          short-term trading if you have purchased shares or otherwise invested
          in a variable-priced (i.e., non-money market) American Century client
          portfolio (whether directly or through a brokerage, retirement plan,
          or other intermediary) and redeem shares or otherwise withdraw assets
          from that portfolio within five (5) business days. In other words, if
          you make an investment in an American Century fund, you may not redeem
          shares from that fund before the completion of the fifth (5th)
          business day following the purchase date.

          LIMITED TRADING WITHIN 30 DAYS. We realize that abusive trading is not
          limited to a 5-day window. As a result, persons subject to this Code
          of Ethics are also limited to having not more than two (2) instances
          during any 12-month period of purchasing shares or otherwise investing
          in any variable-priced American Century client portfolio (whether
          directly or through a brokerage, retirement plan, or other
          intermediary) and

------------------------
6  See Schedule A for a list of Fund Clients. See Schedule B for a list of
   SUBADVISED FUNDS.

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          redeeming shares or otherwise withdrawing assets from that portfolio
          within 30 calendar days. In other words, persons subject to this Code
          are limited during any 12-month period to not more than two (2) round
          trips (i.e., a purchase and sale) in all American Century funds within
          30 calendar days.

          One round trip within 30 calendar days will subject that trade to
          scrutiny to determine whether the trade was abusive. Two round trips
          will receive additional scrutiny. Three or more round trips will be
          considered a violation.

          TRANSACTIONS SUBJECT TO LIMITATIONS. These trading restrictions are
          applicable to any account for which you have the authority to direct
          trades or of which you are a BENEFICIAL OWNER. Automatic investments
          such as AMIs, dividend reinvestments, employer plan contributions, and
          payroll deductions are not considered transactions for purposes of
          commencing the 5- and 30-day holding requirements. Check writing
          redemptions in a variable-priced fund will not be considered
          redemptions for purposes of these requirements.

          INFORMATION TO BE PROVIDED. To aid in the monitoring of these
          restrictions, you are required to provide certain information
          regarding mutual fund accounts beneficially owned by you. See the
          Reporting Requirements for your applicable Code of Ethics
          classification.


V.   REPORTING REQUIREMENTS.

     You are required to file complete, accurate, and timely reports of all
     required information under this Code. All such information is subject to
     review for indications of abusive trading, misappropriation of information,
     or failure to adhere to the requirements of the Code of Ethics.

     A.   REPORTING REQUIREMENTS APPLICABLE TO ALL EMPLOYEES

          1.   Code Acknowledgement

               Upon employment, any amendment of the Code, and not less than
               annually thereafter, you will be required to acknowledge that you
               have received, read, and will comply with this Code. Non-Access
               persons will receive an e-mail requesting such information.
               Access, Investment, and Portfolio Persons are required to provide
               this information and acknowledgement as a part of their Initial
               and Annual Holdings Reports and will receive an e-mail requesting
               such information upon any amendment of the Code.

          2.   Reporting of Mutual Fund Accounts

               a.   Direct Accounts/American Century Retirement Plans

                    No transaction reporting is necessary for mutual fund
                    accounts held directly through American Century under your
                    social security number or for American Century retirement
                    plans. Trading in such accounts will be monitored based on
                    information contained on our transfer agency system.
                    Investment and Portfolio Persons must include holdings in
                    these accounts on their Initial and Annual Holdings Reports.


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               b.   Beneficially Owned Direct Accounts

                    You must report the following information for mutual fund
                    accounts in which you have a BENEFICIAL OWNERSHIP interest
                    held directly through American Century under a taxpayer
                    identification or social security number other than your own
                    (so-called "BENEFICIALLY OWNED DIRECT ACCOUNTS"):

                    »  Account number; and

                    »  Name(s) of record owner(s) of the account.

                    Transaction reporting will not be required on such accounts
                    as trading will be monitored based on information contained
                    on our transfer agency system.

               c.   Certain Third-Party Accounts

                    Certain third-party accounts in which you have a BENEFICIAL
                    OWNERSHIP interest in REPORTABLE MUTUAL FUNDS must be
                    reported. These "REPORTABLE THIRD-PARTY ACCOUNTS" include
                    any (i) accounts in which you own or BENEFICIALLY OWN any
                    SUBADVISED FUND (see Schedule B of this Code for a list of
                    SUBADVISED FUNDS); and (ii) non-American Century retirement
                    plan, unit investment trust, variable annuity, or similar
                    accounts in which you own or BENEFICIALLY OWN REPORTABLE
                    MUTUAL FUNDS. The following information must be reported for
                    such accounts:

                    »  Name of the financial institution where held;

                    »  Account number; and

                    »  Name(s) of the record owner(s) of the account.

                    In addition, you must provide either account statements or
                    confirmations of trading activity in such REPORTABLE
                    THIRD-PARTY ACCOUNTS to the Code of Ethics Manager within 30
                    calendar days of the end of each calendar quarter. Such
                    statements or confirmations must include all trading
                    activity in such accounts during the preceding calendar
                    quarter.

          3.   Duplicate Confirmations

               You are required to instruct your broker-dealer to send duplicate
               confirmations of all transactions in reportable brokerage
               accounts to:

               Attention: Compliance
               P.O. Box 410141
               Kansas City, MO 64141-0141

               "REPORTABLE BROKERAGE ACCOUNTS" include both brokerage accounts
               maintained by you and brokerage accounts maintained by a person
               whose trades you must report because you are a BENEFICIAL OWNER.

     B.   ADDITIONAL REPORTING REQUIREMENTS FOR ACCESS, INVESTMENT, AND
          PORTFOLIO PERSONS

          1.   Initial Holdings Report

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               Within ten (10) calendar days of becoming an Access, Investment,
               or Portfolio Person, you must submit an Initial Holdings Report.
               The information submitted must be current as of a date no more
               than 45 calendar days before the report is filed and include the
               following:

               »  A list of all SECURITIES, other than certain CODE-EXEMPT
                  SECURITIES(7), that you own or in which you have a BENEFICIAL
                  OWNERSHIP interest. This listing must include the name, number of
                  shares, and principal amount of each covered security.

               »  Investment and Portfolio Persons must also provide a list of all
                  REPORTABLE MUTUAL FUND holdings owned or in which they have a
                  BENEFICIAL OWNERSHIP interest. This list must include investments
                  held directly through American Century, investments in any
                  SUBADVISED FUND, holdings in a REPORTABLE BROKERAGE ACCOUNT, and
                  holdings in non-American Century retirement plans, unit
                  investment trusts, variable annuity, or similar accounts.

          2.   Quarterly Transactions Report

               Within thirty (30) calendar days of the end of each calendar
               quarter, all Portfolio, Investment and Access persons must submit
               a Quarterly Transactions Report. These persons will be reminded
               by electronic mail of the dates and requirements for filing the
               report. This reminder will contain a link to a database that will
               generate a report of the transactions for which we have received
               duplicate trade confirmations during the quarter. It is your
               responsibility to review the completeness and accuracy of this
               report, provide any necessary changes, and certify its contents
               when submitted.

               a.   The Quarterly Transactions Report must contain the following
                    information about each personal securities transaction
                    undertaken during the quarter other than those in certain
                    CODE EXEMPT SECURITIES:

                    »  The date of the transaction, the security description and
                       number of shares or the principal amount of each SECURITY
                       involved;

                    »  The nature of the transaction, that is, purchase, sale, or
                       any other type of acquisition or disposition;

                    »  The transaction price; and

                    »  The name of the bank, broker, or dealer through whom the
                       transaction was executed.

               In addition, information regarding your reportable brokerage and
               other accounts should be verified at this time.

               b.   Investment and Portfolio Persons are also required to report
                    transactions in REPORTABLE MUTUAL FUNDS. The Quarterly
                    Transactions Report for such persons must contain the
                    following information about each transaction during the
                    quarter:


------------------------
7  See Appendix 3 for a listing of CODE-EXEMPT SECURITIES that must be reported.


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AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
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                    »  The date of the transaction, the fund description and number
                       of shares or units of each TRADE involved;

                    »  The nature of the transaction, that is, purchase, sale, or
                       any other type of acquisition or disposition;

                    »  The transaction price; and

                    »  The name of the bank, broker, or dealer, retirement plan or
                       unit investment trust through whom the transaction was
                       executed.

               c.   Investment and Portfolio Persons do not need to include
                    certain REPORTABLE MUTUAL FUND transactions on their
                    Quarterly Transaction Report where the information relating
                    to such transactions is maintained by American Century, has
                    been concurrently provided, or such transactions are
                    pursuant to an AUTOMATIC INVESTMENT PLAN. Transactions that
                    do not need to be reported include:

                    »  Reinvested dividends;

                    »  Transactions in your American Century retirement plan
                       accounts;

                    »  Transactions in mutual fund accounts held directly through
                       American Century under your social security number;

                    »  Transactions in BENEFICIALLY OWNED DIRECT ACCOUNTS if such
                       account has been previously reported under this Code; and

                    »  Transactions in REPORTABLE THIRD-PARTY ACCOUNTS to the
                       extent that account statements or confirmations containing
                       such transactions have been received by the Code of Ethics
                       Manager within 30 days of the end of the calendar quarter in
                       which such transactions took place.

                    »  Transactions in reportable brokerage accounts must be
                       included on the Quarterly Transaction Report.

          3.   Annual Holdings Report

               Each year all Portfolio, Investment, and Access Persons must
               submit an Annual Holdings Report and verify their brokerage
               accounts and mutual fund account numbers reported under this
               Code. The Annual Holdings Report must be submitted within 45
               calendar days after December 31st of each year and the
               information submitted must be current as of a date no more than
               45 calendar days before the report is filed. These persons will
               be reminded by electronic mail of the dates and requirements for
               filing the report. The information submitted must be current as
               of a date not more than 45 calendar days before the report is
               filed and include the following:

               »  A list of all SECURITIES, other than certain CODE-EXEMPT
                  SECURITIES(8), that you own or in which you have a BENEFICIAL
                  OWNERSHIP interest. This listing must


------------------------
8  See Appendix 3 for a listing of CODE-EXEMPT SECURITIES that must be reported.


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AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
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                  include the name, number of shares, and principal amount of
                  each covered security; and

               »  Investment and Portfolio Persons must also provide a list of all
                  REPORTABLE MUTUAL FUND holdings owned or in which they have a
                  BENEFICIAL OWNERSHIP interest. This list must include investments
                  held directly through American Century, investments in any
                  SUBADVISED FUND, holdings in a REPORTABLE BROKERAGE ACCOUNT, and
                  holdings in non-American Century retirement plans, unit
                  investment trusts, variable annuity, or similar accounts.


VI.  CAN THERE BE ANY EXCEPTIONS TO THE RESTRICTIONS?

     YES. The General Counsel or his or her designee may grant limited
     exemptions to specific provisions of the Code on a case-by-case basis.

     A.   HOW TO REQUEST AN EXEMPTION

          E-mail a written request to "LG-PERSONAL SECURITY TRADES" (or
          "LG-PERSONAL_SECURITY_TRADES@AMERICANCENTURY.COM" if sending from
          outside American Century's Lotus Notes system) detailing your
          situation.

     B.   FACTORS CONSIDERED

          In considering your request, the General Counsel or his or her
          designee will grant your exemption request if he or she is satisfied
          that:

          »  Your request addresses an undue personal hardship imposed on you by
             the Code of Ethics;

          »  Your situation is not contemplated by the Code of Ethics; and

          »  Your exemption, if granted, would be consistent with the achievement
             of the objectives of the Code of Ethics.

     C.   EXEMPTION REPORTING

          All exemptions must be reported to the Boards of Directors of our Fund
          Clients at the next regular meeting following the initial grant of the
          exemption. Subsequent grants of an exemption of a type previously
          reported to the Boards may be effected without reporting. The Boards
          of Directors may choose to delegate the task of receiving and
          reviewing reports to a committee comprised of Independent Directors.

     D.   THIRTY-DAY DENIAL EXEMPTION ON SALES

          An exemption may be requested when a request to sell a security has
          been denied once a week over a 30-day timeframe. The covered person
          must be able to verify that they have periodically entered a request
          to sell a security in PTRA at least four times throughout the 30-day
          period. A written request must be e-mailed to "LG-PERSONAL SECURITY
          TRADES" to request the exemption. The General Counsel or his or her
          designee will review the request and determine if the exemption is
          warranted. If approval is granted, compliance will designate a short
          trading window during which the sale can take place.


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     E.   NON-VOLITIONAL TRANSACTION EXEMPTION

          Certain non-volitional purchase and sale transactions shall be exempt
          from the preclearance requirements of the Code. These transactions
          shall include stock splits, stock dividends, exchanges and
          conversions, mandatory tenders, pro rata distributions to all holders
          of a class of securities, gifts, inheritances, margin/maintenance
          calls (where the securities to be sold are not directed by the covered
          person), dividend reinvestment plans, and employer sponsored payroll
          deduction plans. These purchase and sale transactions, however, shall
          not be exempt from the Quarterly Transaction Report and Annual
          Holdings Report provisions of the Code.

     F.   BLIND TRUST EXEMPTION

          An exemption from the preclearance and reporting requirements of the
          Code may be requested for SECURITIES that are held in a blind or
          quasi-blind trust arrangement. For the exemption to be available, you
          or a MEMBER OF YOUR IMMEDIATE FAMILY must not have authority to advise
          or direct SECURITIES transactions of the trust. The request will only
          be granted once the covered person and the trust's investment adviser
          certify that the covered person or MEMBERS OF THEIR IMMEDIATE FAMILY
          will not advise or direct transactions. American Century must receive
          statements at least quarterly for transactions within the trust.


VII. CONFIDENTIAL INFORMATION.

     All information about Clients' SECURITIES transactions and portfolio
     holdings is confidential. You must not disclose, except as required by the
     duties of your employment, actual or contemplated SECURITIES transactions,
     portfolio holdings, portfolio characteristics or other nonpublic
     information about Clients, or the contents of any written or oral
     communication, study, report or opinion concerning any SECURITY. This does
     not apply to information which has already been publicly disclosed.


VIII. CONFLICTS OF INTEREST.


     You must receive prior written approval from the General Counsel or his or
     her designee, as appropriate, to do any of the following:

     »  Negotiate or enter into any agreement on a Client's behalf with any
        business concern doing or seeking to do business with the Client if you, or
        a person related to you, has a substantial interest in the business
        concern;

     »  Enter into an agreement, negotiate or otherwise do business on the Client's
        behalf with a personal friend or a person related to you; or

     »  Serve on the board of directors of, or act as consultant to, any publicly
        traded corporation.


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IX.  WHAT HAPPENS IF YOU VIOLATE THE RULES IN THE CODE OF ETHICS?

     If you violate the rules of the Code of Ethics, you may be subject to
     serious penalties. Violations of the Code and proposed sanctions are
     documented by the Code of Ethics Manager and submitted to the Code of
     Ethics Review Committee. The Committee consists of representatives of each
     INVESTMENT ADVISER and the Compliance and Legal Departments of American
     Century. The Committee is responsible for determining the materiality of a
     Code violation and appropriate sanctions.

     A.   MATERIALITY OF VIOLATION

          In determining the materiality of a violation, the Committee
          considers:

          »  Evidence of violation of law;

          »  Indicia of fraud, neglect, or indifference to Code provisions;

          »  Frequency of violations;

          »  Monetary value of the violation in question; and

          »  Level of influence of the violator.

     B.   PENALTY FACTORS

          In assessing the appropriate penalties, the Committee will consider
          the foregoing in addition to any other factors they deem applicable,
          such as:

          »  Extent of harm to client interests;

          »  Extent of unjust enrichment;

          »  Tenure and prior record of the violator;

          »  The degree to which there is a personal benefit from unique knowledge
             obtained through employment with American Century;

          »  The level of accurate, honest and timely cooperation from the covered
             person; and

          »  Any mitigating circumstances that may exist.

     C.   THE PENALTIES WHICH MAY BE IMPOSED INCLUDE:

          1.   First non-material violation

               a.   Warning (notice sent to manager); and

               b.   Attendance at Code of Ethics training session.

          2.   Second non-material violation within 12 months

               a.   Notice sent to manager; and

               b.   Suspension of trading privileges for up to 90 days.

          3.   Penalties for material or more frequent non-material violations
               will be determined based on the circumstances. These penalties
               could include, but are not limited to

               a.   Suspension of trading privileges;

               b.   Fine; and/or


                                                                         Page 13


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               c.   Suspension or termination of employment.

          In addition, you may be required to surrender to American Century any
          profit realized from any transaction(s) in violation of this Code of
          Ethics.

X.   AMERICAN CENTURY'S QUARTERLY REPORT TO FUND DIRECTORS.

     American Century will prepare a quarterly report to the Board of Directors
     of each Fund Client of any material violation of this Code of Ethics.

























                                                                         Page 14


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APPENDIX 1:  DEFINITIONS

1.   "AUTOMATIC INVESTMENT PLAN"

     "Automatic investment plan" means a program in which regular periodic
     purchases or withdrawals are made automatically in or from investment
     accounts in accordance with a predetermined schedule and allocation. An
     automatic investment plan includes a dividend reinvestment plan.


2.   "BENEFICIAL OWNERSHIP" OR "BENEFICIALLY OWNED"

     See "Appendix 2: What is Beneficial Ownership?".


3.   "CODE-EXEMPT SECURITY"

     A "code-exempt security" is a security in which you may invest without
     preclearing the transaction with American Century. The list of code-exempt
     securities appears in Appendix 3.


4.   "FEDERAL SECURITIES LAW"

     Federal securities law means the Securities Act of 1933, the Securities Act
     of 1934, the Sarbannes-Oxley Act of 2002, the Investment Company Act of
     1940, the Investment Advisers Act of 1940, Title V of the
     Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of
     these statutes, the Bank Secrecy Act as it applies to funds and investment
     advisers, and any rules adopted thereunder by the Commission or the
     Department of Treasury


5.   "INITIAL PUBLIC OFFERING"

     "Initial public offering" means an offering of securities for which a
     registration statement has not previously been filed with the SEC and for
     which there is no active public market in the shares.


6.   "INVESTMENT ADVISER"

     "Investment adviser" includes each investment adviser listed on Schedule A
     attached hereto.


7.   "MEMBER OF YOUR IMMEDIATE FAMILY"

     A "member of your immediate family" means any of the following

     »  Your spouse or domestic partner;

     »  Your minor children; or

     »  A relative who shares your home


                                                              Appendix 1--Page 1



AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
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     For the purpose of determining whether any of the foregoing relationships
     exist, a legally adopted child of a person is considered a child of such
     person.


8.   "PRIVATE PLACEMENT"

     "Private placement" means an offering of securities in which the issuer
     relies on an exemption from the registration provisions of the federal
     securities laws, and usually involves a limited number of sophisticated
     investors and a restriction on resale of the securities.


9.   "REPORTABLE MUTUAL FUND"

     A "reportable mutual fund" includes any mutual fund issued by a Fund Client
     (as listed on Schedule A) and any SUBADVISED FUNDS (as listed on Schedule
     B).


10.  "SECURITY"

     A "security" includes a great number of different investment vehicles.
     However, for purposes of this Code of Ethics, "security" includes any of
     the following:

     »  Note,

     »  Stock,

     »  Treasury stock,

     »  Bond,

     »  Debenture,

     »  Exchange traded funds (ETFs) or similar securities,

     »  Shares of open-end mutual funds,

     »  Shares of closed-end mutual funds,

     »  Evidence of indebtedness,

     »  Certificate of interest or participation in any profit-sharing agreement,

     »  Collateral-trust certificate,

     »  Preorganization certificate or subscription,

     »  Transferable share,

     »  Investment contract,

     »  Voting-trust certificate,

     »  Certificate of deposit for a security,

     »  Fractional undivided interest in oil, gas or other mineral rights,

     »  Any put, call, straddle, option, future, or privilege on any security or
        other financial instrument (including a certificate of deposit) or on any
        group or index of securities (including any interest therein or based on
        the value thereof),


                                                              Appendix 1--Page 2


     »  Any put, call, straddle, option, future, or privilege entered into on
        a national securities exchange relating to foreign currency,

     »  In general, any interest or instrument commonly known as a "security,"
        or

     »  Any certificate of interest or participation in, temporary or interim
        certificate for, receipt for, guarantee of, future on or warrant or
        right to subscribe to or purchase, any of the foregoing.


11.  "SUBADVISED FUND"

     A "subadvised fund" means any mutual fund or portfolio listed on Schedule
     B.


12.  "SUPERVISED PERSON"

     A "supervised person" means any partner, officer, director (or other person
     occupying a similar status or performing similar functions), or employee of
     an INVESTMENT ADVISER, or other person who provides investment advice on
     behalf of an INVESTMENT ADVISER and is subject to the supervision and
     control of the INVESTMENT ADVISER.


                                                              Appendix 1--Page 3



AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
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APPENDIX 2:  WHAT IS "BENEFICIAL OWNERSHIP"?

A "beneficial owner" of a security is any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise,
has or shares in the opportunity, directly or indirectly, to profit or share in
any profit derived from a purchase or sale of the security.


1.   ARE SECURITIES HELD BY FAMILY MEMBERS OR DOMESTIC PARTNERS "BENEFICIALLY
     OWNED" BY ME?

     PROBABLY. As a general rule, you are regarded as the beneficial owner of
     SECURITIES held in the name of

     »  A MEMBER OF YOUR IMMEDIATE FAMILY OR

     »  Any other person IF:

          º  You obtain from such SECURITIES benefits substantially similar to
             those of ownership. For example, if you receive or benefit from some
             of the income from the SECURITIES held by your spouse, you are the
             beneficial owner; OR

          º  You can obtain title to the SECURITIES now or in the future.


2.   ARE SECURITIES HELD BY A COMPANY I OWN AN INTEREST IN ALSO "BENEFICIALLY
     OWNED" BY ME?

     PROBABLY NOT. Owning the SECURITIES of a company does not mean you
     "beneficially own" the SECURITIES that the company itself owns. HOWEVER,
     you will be deemed to "beneficially own" the SECURITIES owned by the
     company if:

     »  You directly or beneficially own a controlling interest in or otherwise
     control the company; OR

     »  The company is merely a medium through which you, MEMBERS OF YOUR IMMEDIATE
     FAMILY, or others in a small group invest or trade in SECURITIES and the
     company has no other substantial business.


3.   ARE SECURITIES HELD IN TRUST "BENEFICIALLY OWNED" BY ME?

     MAYBE. You are deemed to "beneficially own" SECURITIES held in trust if any
     of the following is true:

     »  You or a MEMBER OF YOUR IMMEDIATE FAMILY are a trustee or have a vested
        interest in the income or corpus of the trust OR

     »  You or a MEMBER OF YOUR IMMEDIATE FAMILY are a settlor or grantor of the
        trust and have the power to revoke the trust without obtaining the consent
        of all the beneficiaries.

     A blind trust exemption from the preclearance and reporting requirements of
     the Code may be requested if you or MEMBERS OR YOUR IMMEDIATE FAMILY do not
     have authority to advise or direct SECURITIES transactions of the trust.


                                                              Appendix 2--Page 1


AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
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4.   ARE SECURITIES IN PENSION OR RETIREMENT PLANS "BENEFICIALLY OWNED" BY ME?

     MAYBE. Beneficial ownership does not include indirect interest by any
     person in portfolio SECURITIES held by a pension or retirement plan holding
     SECURITIES of an issuer whose employees generally are the beneficiaries of
     the plan.

     However, your participation in a pension or retirement plan is considered
     beneficial ownership of the portfolio SECURITIES if you can withdraw and
     trade the SECURITIES without withdrawing from the plan or you can direct
     the trading of the SECURITIES within the plan (IRAs, 401ks, etc.).


5.   EXAMPLES OF BENEFICIAL OWNERSHIP

     a.   Securities Held by Family Members or Domestic Partners

     EXAMPLE 1: Tom and Mary are married. Although Mary has an independent
     source of income from a family inheritance and segregates her funds from
     those of her husband, Mary contributes to the maintenance of the family
     home. Tom and Mary have engaged in joint estate planning and have the same
     financial adviser. Since Tom and Mary's resources are clearly significantly
     directed towards their common property, they shall be deemed to be the
     beneficial owners of each other's SECURITIES.

     EXAMPLE 2: Mike's adult son David lives in Mike's home. David is
     self-supporting and contributes to household expenses. Mike is a beneficial
     owner of David's SECURITIES.

     EXAMPLE 3: Joe's mother Margaret lives alone and is financially
     independent. Joe has power of attorney over his mother's estate, pays all
     her bills and manages her investment affairs. Joe borrows freely from
     Margaret without being required to pay back funds with interest, if at all.
     Joe takes out personal loans from Margaret's bank in Margaret's name, the
     interest from such loans being paid from Margaret's account. Joe is a
     significant heir of Margaret's estate. Joe is a beneficial owner of
     Margaret's estate.

     EXAMPLE 4: Bob and Nancy are engaged. The house they share is still in
     Nancy's name only. They have separate checking accounts with an informal
     understanding that both individuals contribute to the mortgage payments and
     other common expenses. Nancy is the beneficial owner of Bob's SECURITIES.

     b.   Securities Held by a Company

     EXAMPLE 5: ABC Company is a holding company with five shareholders owning
     equal shares in the company. Although ABC Company has no business of its
     own, it has several wholly-owned subsidiaries that invest in SECURITIES.
     Stan is a shareholder of ABC Company. Stan has a beneficial interest in the
     SECURITIES owned by ABC Company's subsidiaries.

     EXAMPLE 6: XYZ Company is a large manufacturing company with many
     shareholders. Stan is a shareholder of XYZ Company. As a part of its cash
     management function, XYZ Company invests in SECURITIES. Neither Stan nor
     any MEMBERS OF HIS IMMEDIATE FAMILY are employed by XYZ Company. Stan does
     not beneficially own the SECURITIES held by XYZ Company.


                                                              Appendix 2--Page s


AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
--------------------------------------------------------------------------------


     c.   Securities Held in Trust

     EXAMPLE 7: John is trustee of a trust created for his two minor children.
     When both of John's children reach 21, each shall receive an equal share of
     the corpus of the trust. John is a beneficial owner of any SECURITIES owned
     by the trust.

     EXAMPLE 8: Jane placed SECURITIES held by her in a trust for the benefit of
     her church. Jane can revoke the trust during her lifetime. Jane is a
     beneficial owner of any SECURITIES owned by the trust.

     EXAMPLE 9: Jim is trustee of an irrevocable trust for his 21 year-old
     daughter (who does not share his home). The daughter is entitled to the
     income of the trust until she is 25 years old, and is then entitled to the
     corpus. If the daughter dies before reaching 25, Jim is entitled to the
     corpus. Jim is a beneficial owner of any SECURITIES owned by the trust.

     EXAMPLE 10: Joan's father (who does not share her home) placed SECURITIES
     in an irrevocable trust for Joan's minor children. Neither Joan nor any
     MEMBER OF HER IMMEDIATE FAMILY is the trustee of the trust. Joan is a
     beneficial owner of the SECURITIES owned by the trust. She may, however, be
     eligible for the blind trust exemption to the preclearance and reporting of
     the trust SECURITIES.














                                                              Appendix 2--Page 3



AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
--------------------------------------------------------------------------------

APPENDIX 3:  CODE-EXEMPT SECURITIES

Because they do not pose a likelihood for abuse, some securities, defined as
code-exempt securities, are exempt from the Code's preclearance requirements.
However, confirmations from your service providers are required in all cases
(except non- REPORTABLE MUTUAL FUNDS) and some code-exempt securities must be
disclosed on your Quarterly Transactions, Initial and Annual Holdings Reports.


1.   CODE-EXEMPT SECURITIES NOT SUBJECT TO DISCLOSURE ON YOUR QUARTERLY
     TRANSACTIONS, INITIAL AND ANNUAL HOLDINGS REPORTS:

     »  Open-end mutual funds that are not considered REPORTABLE MUTUAL FUND;,

     »  REPORTABLE MUTUAL FUNDS (Access Persons only);

     »  REPORTABLE MUTUAL FUND shares purchased through an AUTOMATIC INVESTMENT
        PLAN (including reinvested dividends);

     »  Money market mutual funds;

     »  Bank Certificates of Deposit;

     »  U.S. government securities (Treasury notes, etc.);,

     »  Commercial paper;

     »  Bankers acceptances;

     »  High quality short-term debt instruments, including repurchase agreements.
        A "high quality short-term debt instrument" means any instrument that has a
        maturity at issuance of less than 366 days and that is rated in one of the
        two highest rating categories by a nationally recognized rating
        organization.


2.   CODE-EXEMPT SECURITIES SUBJECT TO DISCLOSURE ON YOUR QUARTERLY
     TRANSACTIONS, INITIAL AND ANNUAL HOLDINGS REPORTS:

     »REPORTABLE MUTUAL FUND shares purchased other than through an AUTOMATIC
     INVESTMENT PLAN (Investment and Portfolio Persons only)

     »Securities which are acquired through an employer-sponsored automatic
     payroll deduction plan (only the acquisition of the security is exempt, NOT
     the sale)

     »Securities other than open-end mutual funds purchased through dividend
     reinvestment programs (only the re-investment of dividends in the security
     is exempt, NOT the sale or other purchases)

     »Commodity futures contracts for tangible goods (corn, soybeans, wheat,
     etc.) Futures contracts for financial instruments are NOT Code-exempt.

     »Futures contracts on the following:

          º  Standard & Poor's 500 Index; or

          º  Standard & Poor's 100 Index.


                                                              Appendix 3--Page 1


AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
--------------------------------------------------------------------------------


We may modify this list of securities at any time, please send an e-mail to
"LG-PERSONAL SECURITY TRADES" to request the most current list.
































                                                              Appendix 3--Page 2


AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
--------------------------------------------------------------------------------

APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

                                                              Appendix 4--Page 1



AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
--------------------------------------------------------------------------------

After your request is entered into our mainframe system, it is then subjected to
the following tests.


STEP 1: RESTRICTED SECURITY LIST

»  Is the security on the Restricted Security list?

IF "YES", the system will send a message to you to DENY the personal trade
request.

IF "NO", then your request is subject to Step 2.


STEP 2: DE MINIMIS TRANSACTION TEST (THIS TEST DOES NOT APPLY TO THE TRADE
        REQUESTS OF PORTFOLIO AND INVESTMENT PERSONS.)

»  Is the security issuer's market capitalization greater than $1 billion?

»  Will your proposed transaction, together with your other transactions in the
   security for the current calendar quarter, be less than $10,000?

»  Does the security trade on a national securities exchange or market, such as the
   New York Stock Exchange (NYSE) or National Association of Securities Dealers
   Automated Quotation System (NASDAQ)?

IF THE ANSWER TO ALL OF THESE QUESTIONS IS "YES", the system will generate a
message and send it to you approving your proposed transaction.

IF THE ANSWER TO ANY OF THESE QUESTIONS IS "NO", then your request is subject to
Step 3.


STEP 3: OPEN ORDER TEST

»  Is there an open order for that security for any Client?

IF "YES", the system will send a message to you to DENY the personal trade
request.

IF "NO", then your request is subject to Step 4.


STEP 4: FOLLOW LIST TEST

»  Does any account or Fund own the security?

»  Does the security appear on the computerized list of stocks American Century is
   considering to purchase for a Client?

IF THE ANSWER TO BOTH OF THESE QUESTIONS IS "NO", the system will send a message
to you to APPROVE your proposed transaction.

IF THE ANSWER TO EITHER OF THESE QUESTIONS IS "YES", then your request is
subject to Step 5.


STEP 5: PRESENT INTENTIONS TEST

The system sends a message to our equity trading desk in Kansas City which
identifies the security described in your preclearance request. A trading desk
representative will review the request for recent activity in the security. The
trading desk representative may deny the request based on recent trading
activity. If not denied, the trading desk will contact a representative from
each of the portfolio management teams that have the security on their follow
list or own the security. The


                                                              Appendix 4--Page 2



AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
--------------------------------------------------------------------------------

portfolio teams will be asked if they intend to buy or sell the security within
the next five (5) business days.

IF ALL OF THE PORTFOLIO MANAGEMENT TEAMS RESPOND "NO", your request will be
APPROVED.

If ANY OF THE PORTFOLIO MANAGEMENT TEAMS RESPOND "YES", your request will be
DENIED.


STEP 6: CHIEF INVESTMENT OFFICER REQUESTS

The General Counsel or his/her designee must approve any preclearance request by
ACIM's Chief Investment Officer before an APPROVAL message is generated.

THE PRECLEARANCE PROCESS CAN BE CHANGED AT ANY TIME TO ENSURE THAT THE GOALS OF
AMERICAN CENTURY'S CODE OF ETHICS ARE ADVANCED.























                                                              Appendix 4--Page 3



AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
--------------------------------------------------------------------------------

                                   SCHEDULE A

The Code of Ethics to which this Schedule is attached was most recently approved
by the Board of Directors/Trustees of the following Companies as of the dates
indicated:

--------------------------------------------------------------------------------
     Investment Advisor                                Most Recent Approval Date
--------------------------------------------------------------------------------
     American Century Investment Management, Inc.                January 1, 2005
     American Century Global Investment Management, Inc.         January 1, 2005

--------------------------------------------------------------------------------
     Principal Underwriter                             Most Recent Approval Date
--------------------------------------------------------------------------------
     American Century Investment Services, Inc.                  January 1, 2005
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
     Fund Clients                                    Most Recent Approval Date
--------------------------------------------------------------------------------
     American Century Asset Allocation Portfolios, Inc.        November 16, 2004
--------------------------------------------------------------------------------
     American Century California Tax-Free and Municipal   Funds December 9, 2004
     American Century Capital Portfolios, Inc.                 November 16, 2004
     American Century Government Income Trust                   December 9, 2004
     American Century Growth Funds, Inc.                        January 25, 2006
     American Century International Bond Funds                  December 9, 2004
     American Century Investment Trust                          December 9, 2004
     American Century Municipal Trust                           December 9, 2004
     American Century Mutual Funds, Inc.                       November 16, 2004
     American Century Quantitative Equity Funds, Inc.           December 9, 2004
     American Century Strategic Asset Allocations, Inc.        November 16, 2004
     American Century Target Maturities Trust                   December 9, 2004
     American Century Variable Portfolios, Inc.                November 16, 2004
     American Century Variable Portfolios II, Inc.              December 9, 2004
     American Century World Mutual Funds, Inc.                 November 16, 2004
--------------------------------------------------------------------------------






AMERICAN CENTURY INVESTMENTS                                      CODE OF ETHICS
--------------------------------------------------------------------------------

                                   SCHEDULE B


     The Code of Ethics to which this Schedule is attached applies to the
     following funds which are subadvised by an INVESTMENT ADVISER. This list of
     affiliated funds will be updated on a regular basis:

     ---------------------------------------------------------------------------
     AEGON/Transamerica American Century International
     AEGON/Transamerica American Century Large Company Value
     AST American Century Income & Growth Portfolio
     AST American Century Strategic Balanced Portfolio
     AXP Partners RiverSource Aggressive Growth Fund
     AXP Partners RiverSource International Aggressive Growth Fund
     AXP Partners RiverSource Small Cap Equity Fund
     GVIT (Gartmore Variable Insurance Trust) Small Company Fund
     ING American Century Large Company Value Portfolio
     ING American Century Select Portfolio
     ING American Century Small-Mid Cap Value Portfolio
     John Hancock Funds II Small Company Fund
     John Hancock Funds II Vista Fund
     John Hancock Trust Small Company Trust
     John Hancock Trust Vista Trust
     Mainstay VP American Century Income & Growth Portfolio
     MML Income & Growth Fund
     MML Mid Cap Value Fund
     Principal Investors Partners LargeCap Growth Fund II
     Principal Partners LargeCap Value Fund II
     Principal Variable Contracts Equity Value Account
     Schwab Capital Trust Laudus International MarketMasters Fund
     Strategic Partners Balanced Fund
     TransAmerica IDEX American Century International
     TransAmerica IDEX American Century Large Company Value
     VALIC Company Income & Growth Fund
     VALIC Company International Growth I Fund
     VALIC Company Small Cap Fund
     VALIC Company Ultra Fund
     JPMorgan Fleming Investment Funds - Global ex-US Small Cap Fund
     SEI Trust Company International Growth Commingled Fund A
     Learning Quest 529 Education Savings Program
     ---------------------------------------------------------------------------


                                                              Appendix 4--Page 5

                                                                   EXHIBIT 99.p2


                    American Century Capital Portfolios, Inc.
                       American Century Mutual Funds, Inc.
               American Century Strategic Asset Allocations, Inc.
                   American Century Variable Portfolios, Inc.
                    American Century World Mutual Funds, Inc.
               American Century Asset Allocation Portfolios, Inc.
                       American Century Growth Funds, Inc.


                             INDEPENDENT DIRECTORS'
                                 CODE OF ETHICS


Effective February 21, 1998 as adopted by the Board of Directors of the
registered investment companies listed above, and amended on March 4, 2000.

--------------------------------------------------------------------------------
                See the Appendix for a definition of "security".
--------------------------------------------------------------------------------


I.   PURPOSE OF CODE.

     The Independent Directors' Code of Ethics establishes rules that govern
     personal activities of the directors of the registered investment companies
     listed above (the "Companies") who are not "interested" directors
     ("Independent Directors"). American Century Investment Management, Inc. and
     American Century Global Investment Management, Inc., the Companies'
     investment managers, have adopted a separate Code of Ethics which governs
     its employees, officers and directors (the "American Century Code"). The
     American Century Code and this Code are together intended to satisfy the
     requirements of Rule 17j-1 under the Investment Company Act of 1940.


II.  RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES.

     A.   GENERAL RULE: NO PRECLEARANCE

          As you are aware, you are prohibited by federal law from investing
          based on material nonpublic information which you receive from any
          source. You are expected to abide by the highest ethical and legal
          standards in conducting your personal securities transactions. As an
          Independent Director, you are generally not required to comply with
          special procedures designed to monitor your personal trading
          activities.

     B.   EXCEPTION TO GENERAL RULE

          You may be considered an "Access Person" under the American Century
          Code for the purpose of trading in a specific security if, in the
          ordinary course of fulfilling your official duties as an Independent
          Director, you have or should have acquired direct knowledge about a
          Company's dealings in the same security. If you have such direct
          knowledge, you will only be considered an Access Person with respect
          to that security if BOTH of the following conditions are satisfied:

          (1)  The security is held by one or more Fund Clients and is currently
               being considered for sale, OR the security is being considered
               for purchase by one or more Fund Clients; AND




American Century Capital Portfolios, Inc., et al.
                                           INDEPENDENT DIRECTORS' CODE OF ETHICS
--------------------------------------------------------------------------------


          (2)  You execute your transaction during the 15 day period immediately
               preceding or after the date on which, based on your direct
               knowledge, a Fund Client is expected to sell or purchase the
               security.

          You will therefore be subject to all of the requirements applicable to
          Access Persons under the American Century Code.

III. CAN THERE BE ANY EXCEPTIONS TO THE RESTRICTIONS?

     Yes. The other Independent Directors may grant limited exemptions to
     specific provisions of this Code on a case-by-case basis.


     A.   HOW TO REQUEST AN EXEMPTION

          Present your fact situation to the counsel to the Independent
          Directors detailing your situation. The counsel to the Independent
          Directors will present your proposal to the Independent Directors at a
          regular or special meeting, as he or she deems appropriate.

     B.   FACTORS CONSIDERED

          In considering your request, the other Independent Directors will
          grant your exemption request only if they are unanimously satisfied
          that:

          »  your request addresses an undue personal hardship imposed on you
             by this Code of Ethics;

          »  your situation is not contemplated by this Code of Ethics; and

          »  your exemption, if granted, would be consistent with the
             achievement of the objectives of this Code of Ethics.

     C.   EXEMPTION REPORTING

          All exemptions granted must be recorded in the minutes of the next
          meeting of the Boards of Directors of the Companies.

IV.  CONFIDENTIAL INFORMATION.

     All information about the Companies' securities transactions, actual or
     contemplated, is confidential. You must not disclose, except as required by
     the duties of your employment, securities transactions of the Companies,
     actual or contemplated, or the contents of any written or oral
     communication, study, report or opinion concerning any security. This does
     not apply to information which has already been publicly disclosed.


V.   CONFLICTS OF INTEREST.

     As an Independent Director, you have a fiduciary duty to avoid acting on
     any matters presenting a conflict of interest that could arise from service
     as a director, officer, employee of, or as a consultant to, or any
     affiliation with, another business entity and to avoid acting in the
     presence of such a conflict, until the matter is disclosed to the other
     independent directors, who will determine whether or not the conflict could
     reflect adversely on the director's independence or would compromise the
     interests of Fund shareholders. Affiliations with banks, broker-dealers,
     investment companies and investment advisers are examples of the kinds of
     activities which could adversely affect your independence as a director of
     the Companies.

                                                                          Page 2



American Century Capital Portfolios, Inc., et al.
                                           INDEPENDENT DIRECTORS' CODE OF ETHICS
--------------------------------------------------------------------------------


     If you are unsure whether the service could present a conflict of interest,
     you should consult with counsel to the Independent Directors and seek
     approval from the other Independent Directors, if counsel deems such action
     appropriate.


VI.  ANNUAL QUESTIONNAIRE

     On an annual basis, you will be asked to complete a questionnaire detailing
     your business affiliations, which will be furnished to counsel to the
     Independent Directors. If your business affiliations materially change
     during the course of the year, you should notify counsel to the Independent
     Directors of the change.


VI.  WHAT HAPPENS IF YOU VIOLATE THE RULES IN THE CODE OF ETHICS?

     You may be subject to serious penalties.

     A.   THE PENALTIES WHICH MAY BE IMPOSED INCLUDE:

          »  formal warning;

          »  restriction of trading privileges;

          »  disgorgement of trading profits;

          »  fine; AND/OR

          »  formal resignation request.

     B.   Penalty Factors

          The factors which may be considered by the other Independent Directors
          when determining the appropriate penalty include, but are not limited
          to:


          »  the harm to the Companies' interests;

          »  the extent of unjust enrichment;

          »  the frequency of occurrence;

          »  the degree to which there is personal benefit from unique
             knowledge obtained through your position as Independent Director;

          »  the degree of perception of a conflict of interest;

          »  evidence of fraud, violation of law, or reckless disregard of a
             regulatory requirement; AND/OR

          »  the level of accurate, honest and timely cooperation from the
             person subject to the Code.

          If you have any questions about the Code, do not hesitate to seek
          guidance from counsel or the other Independent Directors.


                                                                          Page 3




American Century Capital Portfolios, Inc., et al.
                                           INDEPENDENT DIRECTORS' CODE OF ETHICS
--------------------------------------------------------------------------------

APPENDIX:  DEFINITION OF SECURITY

A "security" includes a great number of different investment vehicles. However,
for purposes of this Code of Ethics, "security" includes any of the following:

          »  note,

          »  stock,

          »  treasury stock,

          »  bond,

          »  debenture,

          »  evidence of indebtedness,

          »  certificate of interest or participation in any profit-sharing
             agreement,

          »  collateral-trust certificate,

          »  preorganization certificate or subscription,

          »  transferable share,

          »  investment contract,

          »  voting-trust certificate,

          »  certificate of deposit for a security,

          »  fractional undivided interest in oil, gas or other mineral
             rights,

          »  any put, call, straddle, option, or privilege on any security
             (including a certificate of deposit) or on any group or index of
             securities (including any interest therein or based on the value
             thereof), or

          »  any put, call, straddle, option, or privilege entered into on a
             national securities exchange relating to foreign currency, or

          »  in general, any interest or instrument commonly known as a
             "security," or

          »  any certificate of interest or participation in, temporary or
             interim certificate for, receipt for, guarantee of, future on or
             warrant or right to subscribe to or purchase, any of the
             foregoing.