As Filed with the U.S. Securities and Exchange Commission on July 29, 2011
1933 Act File No. 002-99222
1940 Act File No. 811-04363


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
__________________
 
FORM N-1A
__________________
 
   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
T
   
Pre-Effective Amendment No.
£
   
Post-Effective Amendment No. 61
T
   
and/or
   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
T
   
Amendment No. 62
T
(Check appropriate box or boxes.)
__________________
 
American Century Government Income Trust
(Exact Name of Registrant as Specified in Charter)
__________________
 
4500 MAIN STREET,  KANSAS CITY, MISSOURI 64111
(Address of Principal Executive Offices)                                                                                                (Zip Code)
 
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (816) 531-5575
 
CHARLES A. ETHERINGTON
4500 MAIN STREET,  KANSAS CITY, MISSOURI  64111
( Name and Address of Agent for Service)
 
Approximate Date of Proposed Public Offering: August 1, 2011
 
   
It is proposed that this filing will become effective (check appropriate box)

£
immediately upon filing pursuant to paragraph (b)
T
on August 1, 2011, at 8:30 AM (Central) pursuant to paragraph (b)
£
60 days after filing pursuant to paragraph (a)(1)
£
on (date) pursuant to paragraph (a)(1)
£
75 days after filing pursuant to paragraph (a)(2)
£
on (date) pursuant to paragraph (a)(2) of rule 485.
   
If appropriate, check the following box:
£
this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
 


 
 

 
 
August 1, 2011
 
 
 
American Century Investments
Prospectus

 
 
Capital Preservation Fund
   Investor Class (CPFXX)
Ginnie Mae Fund
   Investor Class (BGNMX)
   Institutional Class (AGMNX)
   A Class (BGNAX)
   C Class (BGNCX)
   R Class (AGMWX)
Government Bond Fund
   Investor Class (CPTNX)
   Institutional Class (ABTIX)
   A Class (ABTAX)
   C Class (ABTCX)
   R Class (ABTRX)
Inflation-Adjusted Bond Fund
   Investor Class (ACITX)
   Institutional Class (AIANX)
   A Class (AIAVX)
   C Class (AINOX)
   R Class (AIARX)
Short-Term Government Fund
   Investor Class (TWUSX)
   Institutional Class (TWUOX)
   A Class (TWAVX)
   C Class (TWACX)
   R Class (TWARX)
 
 

 
 
The Securities and Exchange Commission has
not approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
 
 
 

 
 
Table of Contents
 
Fund Summary—Capital Preservation Fund
2
Investment Objective
2
Fees and Expenses
2
Principal Investment Strategies
2
Principal Risks
2
Fund Performance
3
Investment Advisor
3
Purchase and Sale of Fund Shares
3
Tax Information
4
Payments to Broker-Dealers and Other Financial Intermediaries
4
Fund Summary—Ginnie Mae Fund
5
Investment Objective
5
Fees and Expenses
5
Principal Investment Strategies
6
Principal Risks
6
Fund Performance
6
Portfolio Management
8
Purchase and Sale of Fund Shares
8
Tax Information
8
Payments to Broker-Dealers and Other Financial Intermediaries
8
Fund Summary—Government Bond Fund
9
Investment Objective
9
Fees and Expenses
9
Principal Investment Strategies
10
Principal Risks
10
Fund Performance
10
Portfolio Management
12
Purchase and Sale of Fund Shares
12
Tax Information
12
Payments to Broker-Dealers and Other Financial Intermediaries
12
Fund Summary–Inflation-Adjusted Bond Fund
13
Investment Objective
13
Fees and Expenses
13
Principal Investment Strategies
14
Principal Risks
14
Fund Performance
14
Portfolio Management
16
Purchase and Sale of Fund Shares
16
Tax Information
16
Payments to Broker-Dealers and Other Financial Intermediaries
16
Fund Summary–Short-Term Government Fund
17
Investment Objective
17
Fees and Expenses
17
Principal Investment Strategies
18
Principal Risks
18
Fund Performance
18
Portfolio Management
20
Purchase and Sale of Fund Shares
20
Tax Information
20
Payments to Broker-Dealers and Other Financial Intermediaries
20
 
©2011 American Century Proprietary Holdings, Inc. All rights reserved.
 
 
 

 
 
Objectives, Strategies and Risks
21
Management
26
Investing Directly with American Century Investments
29
Investing Through a Financial Intermediary
31
Additional Policies Affecting Your Investment
36
Share Price and Distributions
40
Taxes
42
Multiple Class Information
44
Financial Highlights
45
 
 
 

 
 
Fund Summary—Capital Preservation Fund
 
Investment Objective
 
The fund is a money market fund that seeks maximum safety and liquidity. Its secondary objective is to seek to pay shareholders the highest rate of return consistent with safety and liquidity.
 
Fees and Expenses
 
The following table describes the fees and expenses you may pay if you buy and hold shares of the fund.
 
Shareholder Fees (fees paid directly from your investment)
 
Investor
Maximum Annual Account Maintenance Fee (waived if eligible investments total at least $10,000)
$25
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Investor
Management Fee
0.47%
Distribution and Service (12b-1) Fees
None
Other Expenses
0.01%
Total Annual Fund Operating Expenses
0.48%
 
Example
 
The example below is intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods, that you earn a 5% return each year, and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Investor Class
$49
$154
$269
$604
 
Principal Investment Strategies
 
Under normal circumstances, Capital Preservation invests exclusively in short-term money market securities issued by the U.S. Treasury that are guaranteed by the direct full faith and credit pledge of the U.S. government. The income from these securities is exempt from state income tax.
 
To generate additional income, the fund may purchase securities in advance through when-issued and forward commitment transactions including buy/sell back transactions. The fund may commit up to 35% of its total assets to such transactions.
 
Principal Risks
 
Because short-term money market securities are among the safest securities available, the interest they pay is among the lowest for income-paying securities. Accordingly, the yield on this fund will likely be lower than the yield on funds that invest in longer-term or lower-quality securities.
 
Investments in U.S. Treasury securities are sensitive to interest rate changes. Generally, the value of debt securities and the funds that hold them decline as interest rates rise. The fund's investments in short-term U.S. Treasury securities are designed to minimize this risk. However, a sharp and unexpected rise in interest rates could cause the fund's share price to drop.
 
 
2

 
 
An investment in the fund is not a bank deposit, and it is not guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in it.
 
Fund Performance
 
The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the fund’s performance from year to year for Investor Class shares. The fund’s past performance is not necessarily an indication of how the fund will perform in the future. For current performance information, including yields, please visit americancentury.com.
 
Sales charges and account fees, if applicable, are not reflected in the bar chart. If those charges were included, returns would be less than those shown.
 
Annual Total Returns
 
Highest Performance Quarter
(1Q 2001): 1.30%

Lowest Performance Quarter
(1Q 2010):  0.00%

As of June 30, 2011, the most
recent calendar quarter end, the
fund's Investor Class year-to-date
return was 0.00%.
 
Average Annual Total Returns
     
For the calendar year ended December 31, 2010
1 year
5 years
10 years
Investor Class
0.01%
2.05%
1.94%
 
Investment Advisor
 
American Century Investment Management, Inc.
 
Purchase and Sale of Fund Shares
 
You may purchase or redeem shares of the fund on any business day through our website at americancentury.com, in person (at one of our Investor Centers), by mail (American Century Investments, P.O. Box 419200, Kansas City, MO 64141-6200), by telephone at 1-800-345-2021 (Investor Services Representative) or 1-800-345-3533 (Business, Not-For-Profit and Employer-Sponsored Retirement Plans), or through a financial intermediary. Shares may be purchased and redemption proceeds received by electronic bank transfer, by check or by wire.
 
Unless otherwise specified below, the minimum initial investment amount to open an account is $2,500 ($2,000 for Coverdell Education Savings Accounts). Investors opening accounts through financial intermediaries may open an account with $250, but the financial intermediaries may require their clients to meet different investment minimums. The minimum may be waived for broker-dealer sponsored wrap program accounts, fee based accounts, and accounts through bank/trust and wealth management advisory organizations or certain employer-sponsored retirement plans.
 
There is a $50 minimum for subsequent purchases, except that there is no subsequent purchase minimum for financial intermediaries or employer-sponsored retirement plans. For purposes of fund minimums, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs.
 
 
3

 
 
Tax Information
 
Fund distributions are generally taxable as ordinary income or capital gains, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
 
If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank, insurance company, plan sponsor or financial professional), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.
 
 
4

 
 
Fund Summary—Ginnie Mae Fund
 
Investment Objective
 
Ginnie Mae seeks high current income while maintaining liquidity and safety of principal by investing primarily in GNMA certificates.
 
Fees and Expenses
 
The following table describes the fees and expenses you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in American Century Investments funds. More information about these and other discounts, as well as variations in charges that may apply to purchases of $1 million or more, is available from your financial professional and in Calculation of Sales Charges on page 31 of the fund’s prospectus and Sales Charges in Appendix B of the statement of additional information.
 
Shareholder Fees (fees paid directly from your investment)
 
Investor
Institutional
A
C
R
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)
None
None
4.50%
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the original
offering price or redemption proceeds)
None
None
None
1.00%
None
Maximum Annual Account Maintenance Fee
(waived if eligible investments total at least $10,000)
$25
None
None
None
None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Investor
Institutional
A
C
R
Management Fee
0.55%
0.35%
0.55%
0.55%
0.55%
Distribution and Service (12b-1) Fees
None
None
0.25%
1.00%
0.50%
Other Expenses
0.01%
0.01%
0.01%
0.01%
0.01%
Total Annual Fund Operating Expenses
0.56%
0.36%
0.81%
1.56%
1.06%
 
Example
 
The example below is intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods, that you earn a 5% return each year, and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Investor Class
  $57
$180
$313
   $702
Institutional Class
  $37
$116
$202
   $456
A Class
$529
$697
$880
$1,407
C Class
$159
$493
$851
$1,855
R Class
$108
$338
$585
$1,294
 
 
5

 
 
Portfolio Turnover
 
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 100% of the average value of its portfolio.
 
Principal Investment Strategies
 
Under normal market conditions, the fund invests at least 80% of its assets in securities issued by the Government National Mortgage Association (GNMA). GNMA certificates represent interests in pools of mortgage loans and in the cash flows from these loans. Unlike many other mortgage-backed securities, the timely payment of principal and interest on these certificates is guaranteed by GNMA. GNMA’s payment guarantee is stronger than most other government agencies’ because it is backed by the full faith and credit pledge of the U.S. government.
 
In addition, the fund may buy other U.S. government debt securities, including U.S. Treasury securities and other securities issued or guaranteed by the U.S. government and its agencies and instrumentalities. Securities issued or guaranteed by other U.S. government agencies or instrumentalities, such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), and the Federal Home Loan Bank are not guaranteed by the U.S. Treasury or supported by the full faith and credit of the U.S. government. However, these agencies or instrumentalities are authorized to borrow from the U.S. Treasury to meet their obligations. In general, securities issued by non-U.S. government entities such as corporations are backed only by the credit of the issuer.
 
To generate additional income, the fund may purchase securities, including mortgage dollar rolls, in advance through when-issued and forward commitment transactions. The fund may commit up to 35% of its total assets to such transactions.
 
The fund also may invest in derivative instruments such as options, futures contracts, options on futures contracts and swap agreements, or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund’s investment objective.
 
When determining whether to sell a security, the portfolio managers consider, among other things, current and anticipated changes in interest rates, current valuation relative to alternatives in the market, general market conditions and any other factors deemed relevant by the portfolio managers.
 
Principal Risks
 
Interest Rate Risk —Generally, when interest rates rise, the fund’s share value will decline. The opposite is true when interest rates decline. This risk is higher for the fund than for other funds that have shorter weighted average maturities, such as money market funds.
Prepayment Risk —The fund may invest in debt securities backed by mortgages or other assets. If these underlying assets are prepaid, the fund may benefit less from declining interest rates than funds that have similar weighted average maturities.
Derivatives Risk —The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, credit and correlation risk.
Principal Loss —At any given time your shares may be worth less than the price you paid for them. In other words, it is possible to lose money by investing in the fund.
 
An investment in the fund is not a bank deposit, and it is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
 
Fund Performance
 
The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the fund’s performance from year to year for Investor Class shares. The table shows how the fund’s average annual returns for the periods shown compared with those of a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. For current performance information, including yields, please visit americancentury.com.
 
Sales charges and account fees, if applicable, are not reflected in the bar chart. If those charges were included, returns would be less than those shown.
 
 
6

 
 
Annual Total Returns
 
Highest Performance Quarter
(4Q 2008): 3.74%

Lowest Performance Quarter
(2Q 2004): -0.91%

As of June 30, 2011, the most
recent calendar quarter end, the
fund's Investor Class year-to-date
return was 3.13%.
 
Average Annual Total Returns
         
For the calendar year ended December 31, 2010
1 year
5 years
10 years
Since
Inception
Inception
Date
Investor Class Return Before Taxes
6.33%
5.90%
5.31%
09/23/1985
   Return After Taxes on Distributions
4.82%
4.24%
3.52%
09/23/1985
   Return After Taxes on Distributions and Sale of Fund Shares
4.10%
4.06%
3.46%
09/23/1985
Institutional Class Return Before Taxes
6.45%
7.00%
09/28/2007
A Class 1 Return Before Taxes
1.32%
4.68%
4.57%
10/09/1997
C Class 2 Return Before Taxes
5.25%
4.84%
4.26%
03/01/2010
R Class Return Before Taxes
5.71%
6.25%
09/28/2007
Barclays Capital U.S. GNMA Index
   (reflects no deduction for fees, expenses or taxes)
6.67%
6.29%
5.86%
 
 
1
Prior to March 1, 2010, the A Class was referred to as the Advisor Class and did not have a front-end sales charge. Performance prior to that date has been restated to reflect this charge.
2
Historical performance for the C Class prior to its inception is based on the performance of Investor Class shares. C Class performance has been adjusted to reflect differences in sales charges, if applicable, and expenses between classes.
 
The after-tax returns are shown only for Investor Class shares. After-tax returns for other share classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or IRAs.
 
 
7

 
 
Portfolio Management
 
Investment Advisor
 
American Century Investment Management, Inc.
 
Portfolio Managers
 
Alejandro H. Aguilar, CFA, Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2004, and has served on teams managing fixed-income investments since joining the advisor in 2003.
 
Dan Shiffman, CFA, Vice President and Portfolio Manager, has shared primary responsibility for management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor in 2004.
 
Robert V. Gahagan , Senior Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor in 1983.
 
Purchase and Sale of Fund Shares
 
You may purchase or redeem shares of the fund on any business day through our website at americancentury.com, in person (at one of our Investor Centers), by mail (American Century Investments, P.O. Box 419200, Kansas City, MO 64141-6200), by telephone at 1-800-345-2021 (Investor Services Representative) or 1-800-345-3533 (Business, Not-For-Profit and Employer-Sponsored Retirement Plans), or through a financial intermediary. Shares may be purchased and redemption proceeds received by electronic bank transfer, by check or by wire.
 
Unless otherwise specified below, the minimum initial investment amount to open an account is $2,500 ($2,000 for Coverdell Education Savings Accounts). Investors opening accounts through financial intermediaries may open an account with $250 for all classes except Institutional Class, but the financial intermediaries may require their clients to meet different investment minimums. The minimum may be waived for broker-dealer sponsored wrap program accounts, fee based accounts, and accounts through bank/trust and wealth management advisory organizations or certain employer-sponsored retirement plans.
 
The minimum initial investment amount for Institutional Class is generally $5 million ($3 million for endowments and foundations), but the minimum may be waived if you, or your financial intermediary if you invest through an omnibus account, has an aggregate investment in the American Century family of funds of $10 million or more.
 
There is a $50 minimum for subsequent purchases, except there is no subsequent purchase minimum for financial intermediaries or employer-sponsored retirement plans. For the purposes of fund minimums, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs.
 
Tax Information
 
Fund distributions are generally taxable as ordinary income or capital gains, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
 
If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank, insurance company, plan sponsor or financial professional), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.
 
 
8

 
 
Fund Summary—Government Bond Fund
 
Investment Objective
 
The fund seeks high current income.
 
Fees and Expenses
 
The following table describes the fees and expenses you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in American Century Investments funds. More information about these and other discounts, as well as variations in charges that may apply to purchases of $1 million or more, is available from your financial professional and in Calculation of Sales Charges on page 31 of the fund’s prospectus and Sales Charges in Appendix B of the statement of additional information.
 

Shareholder Fees (fees paid directly from your investment)
 
Investor
Institutional
A
C
R
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)
None
None
4.50%
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the original
offering price or redemption proceeds)
None
None
None
1.00%
None
Maximum Annual Account Maintenance Fee
(waived if eligible investments total at least $10,000)
$25
None
None
None
None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Investor
Institutional
A
C
R
Management Fee
0.47%
0.27%
0.47%
0.47%
0.47%
Distribution and Service (12b-1) Fees
None
None
0.25%
1.00%
0.50%
Other Expenses
0.01%
0.01%
0.01%
0.01%
0.01%
Total Annual Fund Operating Expenses
0.48%
0.28%
0.73%
1.48%
0.98%
 
Example
 
The example below is intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods, that you earn a 5% return each year, and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Investor Class
  $49
$154
$269
   $604
Institutional Class
  $29
  $90
$158
   $356
A Class
$521
$673
$838
$1,316
C Class
$151
$469
$809
$1,767
R Class
$100
$313
$542
$1,201
 
 
9

 
 
Portfolio Turnover
 
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 93% of the average value of its portfolio.
 
Principal Investment Strategies
 
Under normal market conditions, the fund invests at least 80% of its assets in U.S. government debt securities, including U.S. Treasury securities and other securities issued or guaranteed by the U.S. government and its agencies and instrumentalities.
 
Securities issued or guaranteed by the U.S. Treasury and certain U.S. government agencies or instrumentalities, such as the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the U.S. government. Securities issued or guaranteed by other U.S. government agencies or instrumentalities, such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), and the Federal Home Loan Bank are not guaranteed by the U.S. Treasury or supported by the full faith and credit of the U.S. government. However, these agencies or instrumentalities are authorized to borrow from the U.S. Treasury to meet their obligations. In general, securities issued by non-U.S. government entities such as corporations are backed only by the credit of the issuer.
 
To generate additional income, the fund may purchase securities, including mortgage dollar rolls, in advance through when-issued and forward commitment transactions. The fund may commit up to 35% of its total assets to such transactions.
 
The fund also may invest in derivative instruments such as options, futures contracts, options on futures contracts and swap agreements, or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund’s investment objective.
 
When determining whether to sell a security, the portfolio managers consider, among other things, current and anticipated changes in interest rates, current valuation relative to alternatives in the market, general market conditions and any other factors deemed relevant by the portfolio managers.
 
Principal Risks
 
Interest Rate Risk —Generally, when interest rates rise, the fund’s share value will decline. The opposite is true when interest rates decline. Funds with longer weighted average maturities are more sensitive to interest rate changes.
Prepayment Risk —The fund may invest in debt securities backed by mortgages or other assets. If these underlying assets are prepaid, the fund may benefit less from declining interest rates than funds that have similar weighted average maturities.
Derivatives Risk —The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, credit and correlation risk.
Principal Loss —The fund’s share value will fluctuate. As a result, it is possible to lose money by investing in the fund. In general, funds that have a higher potential gain have a higher potential loss.
 
An investment in the fund is not a bank deposit, and it is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
 
Fund Performance
 
The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the fund’s performance from year to year for Investor Class shares. The table shows how the fund’s average annual returns for the periods shown compared with those of a broad measure of market performance. Because the Institutional Class does not have investment performance for a full calendar year, it is not included. Performance information prior to September 3, 2002, is that of the American Century Treasury Fund, all of the net assets of which were acquired by Government Bond pursuant to a plan of reorganization approved by Treasury shareholders on August 2, 2002. The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. For current performance information, including yields, please visit americancentury.com.
 
Sales charges and account fees, if applicable, are not reflected in the bar chart. If those charges were included, returns would be less than those shown.
 
 
10

 
 
Annual Total Returns
 
Highest Performance Quarter
(3Q 2002): 6.32%

Lowest Performance Quarter
(2Q 2004): -2.44%

As of June 30, 2011, the most
recent calendar quarter end, the
fund's Investor Class year-to-date
return was 2.21%.
 
Average Annual Total Returns
     
For the calendar year ended December 31, 2010
1 year
5 years
10 years
Investor Class Return Before Taxes
5.35%
5.91%
5.37%
   Return After Taxes on Distributions
4.04%
4.28%
3.69%
   Return After Taxes on Distributions and Sale of Fund Shares
3.47%
4.11%
3.63%
A Class 1 Return Before Taxes
0.33%
4.68%
4.63%
C Class 2   Return Before Taxes
4.18%
4.83%
4.31%
R Class 2 Return Before Taxes
4.81%
5.38%
4.84%
Barclays Capital U.S. Government/MBS Index
   (reflects no deduction for fees, expenses or taxes)
5.41%
5.88%
5.64%
 
1
Prior to March 1, 2010, the A Class was referred to as the Advisor Class and did not have a front-end sales charge. Performance prior to that date has been restated to reflect this charge.
2
Historical performance for the C and R Classes prior to their inception is based on the performance of Investor Class shares. C and R Class performance has been adjusted to reflect differences in sales charges, if applicable, and expenses between classes.
 
The after-tax returns are shown only for Investor Class shares. After-tax returns for other share classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or IRAs.
 
 
11

 
 
Portfolio Management
 
Investment Advisor
 
American Century Investment Management, Inc.
 
Portfolio Managers
 
Alejandro H. Aguilar, CFA, Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor in 2003.
 
Brian Howell, Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor in 1987.
 
James E. Platz, CFA, Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2007, and has served on teams managing fixed-income investments since joining the advisor in 2003.
 
Dan Shiffman, CFA, Vice President and Portfolio Manager, has shared primary responsibility for management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor in 2004.
 
Robert V. Gahagan, Senior Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2002, and has served on teams managing fixed-income investments since joining the advisor in 1983.
 
Purchase and Sale of Fund Shares
 
You may purchase or redeem shares of the fund on any business day through our website at americancentury.com, in person (at one of our Investor Centers), by mail (American Century Investments, P.O. Box 419200, Kansas City, MO 64141-6200), by telephone at 1-800-345-2021 (Investor Services Representative) or 1-800-345-3533 (Business, Not-For-Profit and Employer-Sponsored Retirement Plans), or through a financial intermediary. Shares may be purchased and redemption proceeds received by electronic bank transfer, by check or by wire.
 
Unless otherwise specified below, the minimum initial investment amount to open an account is $2,500 ($2,000 for Coverdell Education Savings Accounts). Investors opening accounts through financial intermediaries may open an account with $250 for all classes except Institutional Class, but the financial intermediaries may require their clients to meet different investment minimums. The minimum may be waived for broker-dealer sponsored wrap program accounts, fee based accounts, and accounts through bank/trust and wealth management advisory organizations or certain employer-sponsored retirement plans.
 
The minimum initial investment amount for Institutional Class is generally $5 million ($3 million for endowments and foundations), but the minimum may be waived if you, or your financial intermediary if you invest through an omnibus account, has an aggregate investment in the American Century family of funds of $10 million or more.
 
There is a $50 minimum for subsequent purchases, except there is no subsequent purchase minimum for financial intermediaries or employer-sponsored retirement plans. For the purposes of fund minimums, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs.
 
Tax Information
 
Fund distributions are generally taxable as ordinary income or capital gains, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
 
If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank, insurance company, plan sponsor or financial professional), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.
 
 
12

 
 
Fund Summary–Inflation-Adjusted Bond Fund
 
Investment Objective
 
The fund seeks to provide total return and inflation protection consistent with investment in inflation-indexed securities.
 
Fees and Expenses
 
The following table describes the fees and expenses you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in American Century Investments funds. More information about these and other discounts, as well as variations in charges that may apply to purchases of $1 million or more, is available from your financial professional and in Calculation of Sales Charges on page 31 of the fund’s prospectus and Sales Charges in Appendix B of the statement of additional information.
 
Shareholder Fees (fees paid directly from your investment)
 
Investor
Institutional
A
C
R
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)
None
None
4.50%
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the original
offering price or redemption proceeds)
None
None
None
1.00%
None
Maximum Annual Account Maintenance Fee
(waived if eligible investments total at least $10,000)
$25
None
None
None
None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Investor
Institutional
A
C
R
Management Fee
0.47%
0.27%
0.47%
0.47%
0.47%
Distribution and Service (12b-1) Fees
None
None
0.25%
1.00%
0.50%
Other Expenses
0.01%
0.01%
0.01%
0.01%
0.01%
Total Annual Fund Operating Expenses
0.48%
0.28%
0.73%
1.48%
0.98%
 
Example
 
The example below is intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. The example assumes that you nvest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods, that you earn a 5% return each year, and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Investor Class
  $49
$154
$269
   $604
Institutional Class
  $29
  $90
$158
   $356
A Class
$521
$673
$838
$1,316
C Class
$151
$469
$809
$1,767
R Class
$100
$313
$542
$1,201
 
Portfolio Turnover
 
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 33% of the average value of its portfolio.
 
 
13

 
 
Principal Investment Strategies
 
Under normal market conditions, the fund invests at least 80% of its assets in inflation-adjusted debt securities. These securities include inflation-indexed securities issued by the U.S. Treasury, by other U.S. government agencies and instrumentalities, and by other, non-U.S. government entities such as corporations. Inflation-indexed securities are designed to protect the future purchasing power of the money invested in them; their principal value may be indexed for changes in inflation. The fund may invest up to 20% of its assets in traditional U.S. Treasury, U.S. government agency or other non-U.S. government securities that are not inflation-indexed.
 
Securities issued or guaranteed by the U.S. Treasury and certain U.S. government agencies or instrumentalities, such as the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the U.S. government. Securities issued or guaranteed by other U.S. government agencies or instrumentalities, such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), and the Federal Home Loan Bank are not guaranteed by the U.S. Treasury or supported by the full faith and credit of the U.S. government. However, these agencies or instrumentalities are authorized to borrow from the U.S. Treasury to meet their obligations. In general, securities issued by non-U.S. government entities are backed only by the credit of the issuer. However, the fund will attempt to mitigate this credit risk by limiting such investments to issuers whose credit has been rated BBB or higher, or, if unrated, determined to be of equivalent credit quality by the advisor.
 
To generate additional income, the fund may purchase securities, including mortgage dollar rolls, in advance through when-issued and forward commitment transactions. The fund may commit up to 35% of its total assets to such transactions.
 
The fund also may invest in derivative instruments such as options, futures contracts, options on futures contracts and swap agreements (including, but not limited to, inflation swap agreements and credit default swap agreements), or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund’s investment objective.
 
When determining whether to sell a security, the portfolio managers consider, among other things, current and anticipated changes in interest rates, current valuation relative to alternatives in the market, general market conditions and any other factors deemed relevant by the portfolio managers.
 
Principal Risks
 
Interest Rate Risk —Inflation-indexed securities trade at prevailing real interest rates. The real interest rate is the current market interest rate minus the market’s inflation expectations. Generally, when real interest rates rise, the fund’s share value will decline. The opposite is true when real interest rates decline.
Credit Risk — The value of the fund's debt securities will be affected adversely by the inability or perceived inability of the issuers of these securities to make interest and principal payments as they become due. As a result, the fund’s share price could also decrease. Changes in the credit rating of a debt security held by the fund could have a similar effect.
Derivatives Risk —The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, credit and correlation risk.
Principal Loss —At any given time your shares may be worth less than the price you paid for them. In other words, it is possible to lose money by investing in the fund.
 
An investment in the fund is not a bank deposit, and it is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
 
Fund Performance
 
The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the fund’s performance from year to year for Investor Class shares. The table shows how the fund’s average annual returns for the periods shown compared with those of a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. For current performance information, including yields, please visit americancentury.com.
 
Sales charges and account fees, if applicable, are not reflected in the bar chart. If those charges were included, returns would be less than those shown.
 
 
14

 
 
Annual Total Returns
 
Highest Performance Quarter
(3Q 2002): 7.23%

Lowest Performance Quarter
(3Q 2008): -3.63%

As of June 30, 2011, the most
recent calendar quarter end, the
fund's Investor Class year-to-date
return was 5.28%.
 
Average Annual Total Returns
         
For the calendar year ended December 31, 2010
1 year
5 years
10 years
Since
Inception
Inception
Date
Investor Class Return Before Taxes
5.49%
5.09%
6.54%
02/10/1997
   Return After Taxes on Distributions
4.56%
3.88%
4.99%
02/10/1997
   Return After Taxes on Distributions and Sale of Fund Shares
3.64%
3.66%
4.73%
02/10/1997
Institutional Class Return Before Taxes
5.70%
5.31%
5.57%
10/01/2002
A Class 1 Return Before Taxes
0.51%
3.86%
5.79%
06/15/1998
C Class 2   Return Before Taxes
4.43%
4.04%
5.48%
03/01/2010
R Class 2   Return Before Taxes
4.96%
4.57%
6.01%
03/01/2010
Barclays Capital U.S. Treasury Inflation
Protected Securities (TIPS) Index
   (reflects no deduction for fees, expenses or taxes)
6.31%
5.33%
7.02%
 
 
1
Prior to March 1, 2010, the A Class was referred to as the Advisor Class and did not have a front-end sales charge. Performance prior to that date has been restated to reflect this charge.
2
Historical performance for the C and R Classes prior to their inception is based on the performance of Investor Class shares. C and R Class performance has been adjusted to reflect differences in sales charges, if applicable, and expenses between classes.
 
The after-tax returns are shown only for Investor Class shares. After-tax returns for other share classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or IRAs.
 
 
15

 
 
Portfolio Management
 
Investment Advisor
 
American Century Investment Management, Inc.
 
Portfolio Managers
 
Robert V. Gahagan, Senior Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor in 1983.
 
Brian Howell, Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2007, and has served on teams managing fixed-income investments since joining the advisor in 1987.
 
James E. Platz , CFA, Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2007, and has served on teams managing fixed-income investments since joining the advisor in 2003.
 
Purchase and Sale of Fund Shares
 
You may purchase or redeem shares of the fund on any business day through our website at americancentury.com, in person (at one of our Investor Centers), by mail (American Century Investments, P.O. Box 419200, Kansas City, MO 64141-6200), by telephone at 1-800-345-2021 (Investor Services Representative) or 1-800-345-3533 (Business, Not-For-Profit and Employer-Sponsored Retirement Plans), or through a financial intermediary. Shares may be purchased and redemption proceeds received by electronic bank transfer, by check or by wire.
 
Unless otherwise specified below, the minimum initial investment amount to open an account is $2,500 ($2,000 for Coverdell Education Savings Accounts). Investors opening accounts through financial intermediaries may open an account with $250 for all classes except Institutional Class, but the financial intermediaries may require their clients to meet different investment minimums. The minimum may be waived for broker-dealer sponsored wrap program accounts, fee based accounts, and accounts through bank/trust and wealth management advisory organizations or certain employer-sponsored retirement plans.
 
The minimum initial investment amount for Institutional Class is generally $5 million ($3 million for endowments and foundations), but the minimum may be waived if you, or your financial intermediary if you invest through an omnibus account, has an aggregate investment in the American Century family of funds of $10 million or more.
 
There is a $50 minimum for subsequent purchases, except there is no subsequent purchase minimum for financial intermediaries or employer-sponsored retirement plans. For the purposes of fund minimums, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs.
 
Tax Information
 
Fund distributions are generally taxable as ordinary income or capital gains, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
 
If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank, insurance company, plan sponsor or financial professional), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.
 
 
16

 
 
Fund Summary–Short-Term Government Fund
 
Investment Objective
 
The fund seeks high current income while maintaining safety of principal.
 
Fees and Expenses
 
The following table describes the fees and expenses you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in American Century Investments funds. More information about these and other discounts, as well as variations in charges that may apply to purchases of $1 million or more, is available from your financial professional and in Calculation of Sales Charges on page 31 of the fund’s prospectus and Sales Charges in Appendix B of the statement of additional information.
 
Shareholder Fees (fees paid directly from your investment)
 
Investor
Institutional
A
C
R
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)
None
None
2.25%
None
None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the original
offering price or redemption proceeds)
None
None
None
1.00%
None
Maximum Annual Account Maintenance Fee
(waived if eligible investments total at least $10,000)
$25
None
None
None
None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Investor
Institutional
A
C
R
Management Fee
0.55%
0.35%
0.55%
0.55%
0.55%
Distribution and Service (12b-1) Fees
None
None
0.25%
1.00%
0.50%
Other Expenses
0.01%
0.01%
0.01%
0.01%
0.01%
Total Annual Fund Operating Expenses
0.56%
0.36%
0.81%
1.56%
1.06%
 
Example
 
The example below is intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. The example assumes that you nvest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods, that you earn a 5% return each year, and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 year
3 years
5 years
10 years
Investor Class
  $57
$180
$313
   $702
Institutional Class
  $37
$116
$202
   $456
A Class
$306
$478
$665
$1,204
C Class
$159
$493
$851
$1,855
R Class
$108
$338
$585
$1,294
 
Portfolio Turnover
 
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 75% of the average value of its portfolio.
 
 
17

 
 
Principal Investment Strategies
 
Under normal market conditions, the fund buys short-term debt securities and will invest at least 80% of its assets in U.S. government securities, including U.S. Treasury securities and other securities issued or guaranteed by the U.S. government and its agencies and instrumentalities. In addition, the fund may invest up to 20% of its assets in investment-grade debt securities, including debt securities of U.S. companies, and non-U.S. government mortgage-backed, asset-backed and other fixed-income securities. Under normal market conditions, the portfolio managers maintain a weighted average maturity of three years or less.
 
Securities issued or guaranteed by the U.S. Treasury and certain U.S. government agencies or instrumentalities, such as the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the U.S. government. Securities issued or guaranteed by other U.S. government agencies or instrumentalities, such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), and the Federal Home Loan Bank are not guaranteed by the U.S. Treasury or supported by the full faith and credit of the U.S. government. However, these agencies or instrumentalities are authorized to borrow from the U.S. Treasury to meet their obligations. In general, securities issued by non-U.S. government entities such as corporations are backed only by the credit of the issuer.
 
To generate additional income, the fund may purchase securities, including mortgage dollar rolls, in advance through when-issued and forward commitment transactions. The fund may commit up to 35% of its total assets to such transactions.
 
The fund also may invest in derivative instruments such as options, futures contracts, options on futures contracts and swap agreements (including, but not limited to, credit default swap agreements), or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund’s investment objective.
 
When determining whether to sell a security, the portfolio managers consider, among other things, current and anticipated changes in interest rates, current valuation relative to alternatives in the market, general market conditions and any other factors deemed relevant by the portfolio managers.
 
Principal Risks
 
Interest Rate Risk —Generally, when interest rates rise, the fund’s share value will decline. The opposite is true when interest rates decline. This risk is higher for the fund than for other funds that have shorter weighted average maturities, such as money market funds.
Prepayment Risk —The fund may invest in debt securities backed by mortgages or other assets. If these underlying assets are prepaid, the fund may benefit less from declining interest rates than funds that have similar weighted average maturities.
Derivatives Risk —The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, credit and correlation risk.
Principal Loss —At any given time your shares may be worth less than the price you paid for them. In other words, it is possible to lose money by investing in the fund.
 
An investment in the fund is not a bank deposit, and it is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
 
Fund Performance
 
The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the fund’s performance from year to year for Investor Class shares. The table shows how the fund’s average annual returns for the periods shown compared with those of a broad measure of market performance. Because the Institutional Class does not have investment performance for a full calendar year, it is not included. The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. For current performance information, including yields, please visit americancentury.com.
 
Sales charges and account fees, if applicable, are not reflected in the bar chart. If those charges were included, returns would be less than those shown.
 
 
18

 
 
Annual Total Returns
 
Highest Performance Quarter
(3Q 2001): 3.10%

Lowest Performance Quarter
(2Q 2004): -1.10%

As of June 30, 2011, the most
recent calendar quarter end, the
fund's Investor Class year-to-date
return was 0.67%.
 
Average Annual Total Returns
     
For the calendar year ended December 31, 2010
1 year
5 years
10 years
Investor Class Return Before Taxes
2.27%
4.00%
3.56%
   Return After Taxes on Distributions
1.73%
2.87%
2.41%
   Return After Taxes on Distributions and Sale of Fund Shares
1.48%
2.75%
2.35%
A Class 1 Return Before Taxes
-0.25%
3.26%
3.06%
C Class 2   Return Before Taxes
1.23%
2.96%
2.53%
R Class 2   Return Before Taxes
1.74%
3.47%
3.04%
Barclays Capital U.S. 1-3 Year Government Bond Index
   (reflects no deduction for fees, expenses or taxes)
2.40%
4.32%
4.07%
 
1
Prior to March 1, 2010, the A Class was referred to as the Advisor Class and did not have a front-end sales charge. Performance prior to that date has been restated to reflect this charge.
2
Historical performance for the C and R Classes prior to their inception is based on the performance of Investor Class shares. C and R Class performance has been adjusted to reflect differences in sales charges, if applicable, and expenses between classes.
 
The after-tax returns are shown only for Investor Class shares. After-tax returns for other share classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or IRAs.
 
 
19

 
 
Portfolio Management
 
Investment Advisor
 
American Century Investment Management, Inc.
 
Portfolio Managers
 
Alejandro H. Aguilar , CFA, Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor in 2003.
 
Brian Howell , Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor in 1987.
 
James E. Platz , CFA, Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2007, and has served on teams managing fixed-income investments since joining the advisor in 2003.
 
Dan Shiffman, CFA, Vice President and Portfolio Manager, has shared primary responsibility for management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor in 2004.
 
Robert V. Gahagan , Senior Vice President and Senior Portfolio Manager, has shared primary responsibility for management of the fund since 2002, and has served on teams managing fixed-income investments since joining the advisor in 1983.
 
Purchase and Sale of Fund Shares
 
You may purchase or redeem shares of the fund on any business day through our website at americancentury.com, in person (at one of our Investor Centers), by mail (American Century Investments, P.O. Box 419200, Kansas City, MO 64141-6200), by telephone at 1-800-345-2021 (Investor Services Representative) or 1-800-345-3533 (Business, Not-For-Profit and Employer-Sponsored Retirement Plans), or through a financial intermediary. Shares may be purchased and redemption proceeds received by electronic bank transfer, by check or by wire.
 
Unless otherwise specified below, the minimum initial investment amount to open an account is $2,500 ($2,000 for Coverdell Education Savings Accounts). Investors opening accounts through financial intermediaries may open an account with $250 for all classes except Institutional Class, but the financial intermediaries may require their clients to meet different investment minimums. The minimum may be waived for broker-dealer sponsored wrap program accounts, fee based accounts, and accounts through bank/trust and wealth management advisory organizations or certain employer-sponsored retirement plans.
 
The minimum initial investment amount for Institutional Class is generally $5 million ($3 million for endowments and foundations), but the minimum may be waived if you, or your financial intermediary if you invest through an omnibus account, has an aggregate investment in the American Century family of funds of $10 million or more.
 
There is a $50 minimum for subsequent purchases, except there is no subsequent purchase minimum for financial intermediaries or employer-sponsored retirement plans. For the purposes of fund minimums, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs.
 
Tax Information
 
Fund distributions are generally taxable as ordinary income or capital gains, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
 
If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank, insurance company, plan sponsor or financial professional), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.
 
 
20

 
 
Objectives, Strategies and Risks
 
Capital Preservation Fund
 
What is the fund’s investment objective?
 
The fund is a money market fund that seeks maximum safety and liquidity. Its secondary objective is to seek to pay shareholders the highest rate of return consistent with safety and liquidity.
 
What are the fund’s principal investment strategies?
 
Under normal circumstances, Capital Preservation invests exclusively in short-term money market securities issued by the U.S. Treasury that are guaranteed by the direct full faith and credit pledge of the U.S. government. The income from these securities is exempt from state income tax.
 
 
Money market securities have less than 397 days remaining until maturity.
 
The fund may purchase securities in a number of different ways to seek higher rates of return. For example, by using when-issued and forward commitment transactions, including buy/sell back transactions, the fund may purchase securities in advance to generate additional income. The fund may commit up to 35% of its total assets to when-issued or forward commitment agreements.
 
In the event of exceptional market or economic conditions, the fund may invest temporarily in cash, cash-equivalent securities, certificates of deposit, securities issued or guaranteed by the U.S. government and its agencies and instrumentalities or repurchase agreements collateralized by U.S. government securities.  To the extent the fund invests in such securities, it may not achieve its investment objective.
 
A description of the policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the statement of additional information.
 
What are the principal risks of investing in the fund?
 
U.S. Treasury securities are believed to be the safest securities because they are supported by the government’s full faith and credit pledge (the highest credit quality available) and because they are among the most widely traded and most liquid securities investors can buy. Because short-term money market securities are among the safest securities available, the interest they pay is among the lowest for income-paying securities. Accordingly, the yield on this fund will likely be lower than the yield on funds that invest in longer-term or lower-quality securities.
 
Investments in U.S. Treasury securities are sensitive to interest rate changes. Generally, the value of debt securities and the funds that hold them decline as interest rates rise. The fund's investments in short-term U.S. Treasury securities are designed to minimize this risk. However, a sharp and unexpected rise in interest rates could cause the fund's share price to drop.
 
 
21

 
 
Ginnie Mae Fund
 
What is the fund’s investment objective?
 
Ginnie Mae seeks high current income while maintaining liquidity and safety of principal by investing primarily in GNMA certificates.
 
What are the fund’s principal investment strategies?
 
Under normal market conditions, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, in securities issued by the Government National Mortgage Association (GNMA). Please note, however, that the fund currently has a fundamental investment policy that prohibits it from borrowing money for investment purposes. The fund may change this 80% policy only upon 60 days’ prior written notice to shareholders. GNMA certificates represent interests in pools of mortgage loans and in the cash flows from these loans. Unlike many other mortgage-backed securities, the timely payment of principal and interest on these certificates is guaranteed by GNMA. GNMA’s payment guarantee is stronger than most other government agencies’ because it is backed by the full faith and credit pledge of the U.S. government. This means that the fund receives its share of payments regardless of whether the ultimate borrowers make their payments.
 
In addition, the fund may buy other U.S. government securities, including U.S. Treasury securities and other securities issued or guaranteed by the U.S. government and its agencies and instrumentalities.
 
The fund may purchase securities in a number of different ways to seek higher rates of return. For example, the fund may purchase securities, including mortgage dollar rolls, in advance through when-issued and forward commitment transactions. The fund may commit up to 35% of its total assets to when-issued or forward commitment agreements.
 
The fund may invest in derivative instruments such as options, futures contracts, options on futures contracts, and swap agreements, or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund’s investment objective.
 
When determining whether to sell a security, the portfolio managers consider, among other things, current and anticipated changes in interest rates, current valuation relative to alternatives in the market, general market conditions and any other factors deemed relevant by the portfolio managers.
 
The fund may engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. For more information, see Portfolio Turnover in the statement of additional information.
 
In the event of exceptional market or economic conditions, the fund may, as a temporary defensive measure, invest all or a substantial portion of its assets in cash, cash-equivalent securities, or U.S. government securities. To the extent the fund assumes a defensive position, it will not be pursuing its investment objective.
 
A description of the policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the statement of additional information.
 
What are the principal risks of investing in the fund?
 
When interest rates change, the fund’s share value will be affected. Generally, when interest rates rise, the fund’s share value will decline. The opposite is true when interest rates decline. This interest rate risk is higher for Ginnie Mae than for funds that have shorter weighted average maturities, such as money market funds.
 
Ginnie Mae invests in mortgage-backed securities. When homeowners refinance their mortgages to take advantage of declining interest rates, their existing mortgages are prepaid. The mortgages, which back the securities purchased by Ginnie Mae, may be prepaid in this fashion. When this happens, the fund will be required to purchase new securities at current market rates, which will usually be lower. Because of this prepayment risk, the fund may benefit less from declining interest rates than funds that have similar weighted average maturities.
 
The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, and credit risk. They also involve the risk of mispricing or improper valuation, the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the risk of default or bankruptcy of the other party to the instrument. Gains or losses involving some futures, options, and other derivatives may be substantial – in part because a relatively small price movement in these securities may result in an immediate and substantial gain or loss for the fund.
 
At any given time your shares may be worth less than the price you paid for them. In other words, it is possible to lose money by investing in the fund.
 
 
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Government Bond Fund
 
What is the fund’s investment objective?
 
The fund seeks high current income.
 
What are the fund’s principal investment strategies?
 
Under normal market conditions, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, in U.S. government debt securities, including U.S. Treasury securities and other securities issued or guaranteed by the U.S. government and its agencies and instrumentalities. Please note, however, that the fund currently has a fundamental investment policy that prohibits it from borrowing money for investment purposes. The fund may change this 80% policy only upon 60 days’ prior written notice to shareholders.
 
The fund may purchase securities in a number of different ways to seek higher rates of return. For example, by using when-issued and forward commitment transactions, the fund may purchase securities, including mortgage dollar rolls, in advance to generate additional income. The fund may commit up to 35% of its total assets to when-issued or forward commitment agreements.
 
The fund may invest in derivative instruments such as options, futures contracts, options on futures contracts, and swap agreements, or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund’s investment objective.
 
The portfolio managers monitor the weighted average maturity of Government Bond. The managers seek to adjust this weighted average maturity as appropriate, taking into account market conditions and other relevant factors.
 
When determining whether to sell a security, the portfolio managers consider, among other things, current and anticipated changes in interest rates, current valuation relative to alternatives in the market, general market conditions and any other factors deemed relevant by the portfolio managers.
 
The fund may engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. For more information, see Portfolio Turnover in the statement of additional information.
 
In the event of exceptional market or economic conditions, the fund may, as a temporary defensive measure, invest all or a substantial portion of its assets in cash or cash-equivalent securities. To the extent the fund assumes a defensive position, it will not be pursuing its investment objective.
 
A description of the policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the statement of additional information.
 
What are the principal risks of investing in the fund?
 
When interest rates change, the fund’s share value will be affected. Generally, when interest rates rise, a fund’s share value will decline. The opposite is true when interest rates decline. However, when interest rates fall, there is the possibility bonds held by the fund may be redeemed prior to maturity, and that the proceeds would be reinvested in lower-yielding securities. Funds with longer weighted average maturities are more sensitive to interest rate changes. When interest rates rise, the fund’s share value will decline, but the share values of funds with longer weighted average maturities generally will decline further.
 
Government Bond invests in mortgage-backed securities. When homeowners refinance their mortgages to take advantage of declining interest rates, their existing mortgages are prepaid. The mortgages, which back the securities purchased by Government Bond, may be prepaid in this fashion. When this happens, the fund will be required to purchase new securities at current market rates, which will usually be lower. Because of this prepayment risk, the fund may benefit less from declining interest rates than funds with similar maturities.
 
The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, and credit risk. They also involve the risk of mispricing or improper valuation, the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the risk of default or bankruptcy of the other party to the instrument. Gains or losses involving some futures, options, and other derivatives may be substantial – in part because a relatively small price movement in these securities may result in an immediate and substantial gain or loss for the fund.
 
The fund’s share value will fluctuate. As a result, it is possible to lose money by investing in the fund. In general, funds that have a higher potential gain have a higher potential loss.
 
 
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Inflation-Adjusted Bond Fund
 
What is the fund’s investment objective?
 
The fund seeks to provide total return and inflation protection consistent with investment in inflation-indexed securities.
 
What are the fund’s principal investment strategies?
 
Under normal market conditions, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, in inflation-adjusted debt securities. Please note, however, that the fund currently has a fundamental investment policy that prohibits it from borrowing money for investment purposes. The fund may change this 80% policy only upon 60 days’ prior written notice to shareholders. These securities include inflation-indexed securities issued by the U.S. Treasury, by other U.S. government agencies and instrumentalities, and by other, non-U.S. government entities such as corporations. Inflation-indexed securities are designed to protect the future purchasing power of the money invested in them; their principal value may be indexed for changes in inflation.
 
The fund may invest up to 20% of its assets in traditional U.S. Treasury, U.S. government agency or other non-U.S. government securities that are not inflation-indexed.
 
The fund also may invest in derivative instruments such as options, futures contracts, options on futures contracts, and swap agreements (including, but not limited to, inflation swap agreements and credit default swap agreements), or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund’s investment objective.
 
The fund may purchase securities in a number of different ways to seek higher rates of return. For example, by using when-issued and forward commitment transactions, the fund may purchase securities in advance to generate additional income.
 
When determining whether to sell a security, the portfolio managers consider, among other things, current and anticipated changes in interest rates, current valuation relative to alternatives in the market, general market conditions and any other factors deemed relevant by the portfolio managers.
 
In the event of exceptional market or economic conditions, the fund may, as a temporary defensive measure, invest all or a substantial portion of its assets in cash, cash-equivalent securities, or traditional U.S. government securities. To the extent the fund assumes a defensive position, it will not be pursuing its investment objective.
 
A description of the policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the statement of additional information.
 
What are the principal risks of investing in the fund?
 
Inflation-indexed securities offer a return linked to inflation. They are designed to protect investors from a loss of value due to inflation. However, inflation-indexed securities are still subject to the effects of changes in market interest rates caused by factors other than inflation, or so-called real interest rates. Because inflation-indexed securities trade at prevailing real, or after-inflation, interest rates, changes in these rates affect the fund’s share value. Generally, when real interest rates rise, the fund’s share value will decline. The opposite is true when real interest rates decline. However, when interest rates fall, there is the possibility bonds held by the fund may be redeemed prior to maturity, and that the proceeds would be reinvested in lower-yielding securities.
 
 
The real interest rate is the current market interest rate minus the market’s inflation expectations.
 
An investment in inflation-indexed securities issued by entities other than the U.S. Treasury or the U.S. government and its agencies and instrumentalities increases the potential credit risk associated with the fund. Credit risk is the inability or perceived inability of the issuers of these securities to make interest and principal payments as they become due. As a result, the fund’s share price could also decrease. Changes in the credit rating of a debt security held by the fund could have a similar effect. The fund will attempt to mitigate credit risk by limiting its investments to issuers whose credit has been rated BBB or higher, or, if unrated, determined to be of equivalent credit quality by the advisor.
 
The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, and credit risk. They also involve the risk of mispricing or improper valuation, the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the risk of default or bankruptcy of the other party to the instrument. Gains or losses involving some futures, options, and other derivatives may be substantial – in part because a relatively small price movement in these securities may result in an immediate and substantial gain or loss for the fund.
 
At any given time your shares may be worth less than the price you paid for them. In other words, it is possible to lose money by investing in the fund.
 
 
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Short-Term Government Fund
 
What is the fund’s investment objective?
 
Short-Term Government seeks high current income while maintaining safety of principal.
 
What are the fund’s principal investment strategies?
 
Under normal market conditions, the fund buys short-term debt securities and will invest at least 80% of its net assets, plus borrowings for investment purposes, in U.S. government securities, including U.S. Treasury securities and other securities issued or guaranteed by the U.S. government and its agencies and instrumentalities. Please note, however, that the fund currently has a fundamental policy that prohibits from borrowing money for investment purposes. The fund may change this 80% policy only upon 60 days’ prior written notice to shareholders. In addition, the fund may invest up to 20% of its assets in investment-grade debt securities, including debt securities of U.S. companies, and non-U.S. government mortgage-backed, asset-backed and other fixed-income securities.
 
 
An investment-grade security is one that has been rated by an independent rating agency in its top four credit quality categories or determined by the advisor to be of comparable credit quality.
 
Under normal market conditions, the portfolio managers maintain a weighted average maturity of three years or less.
 
The fund may purchase securities in a number of different ways to seek higher rates of return. For example, by using when-issued and forward commitment transactions, the fund may purchase securities, including mortgage dollar rolls, in advance to generate additional income. The fund may commit up to 35% of its total assets to when-issued or forward commitment agreements.
 
The fund may invest in derivative instruments such as options, futures contracts, options on futures contracts, and swap agreements (including, but not limited to, credit default swap agreements), or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund’s investment objective.
 
When determining whether to sell a security, the portfolio managers consider, among other things, current and anticipated changes in interest rates, current valuation relative to alternatives in the market, general market conditions and any other factors deemed relevant by the portfolio managers.
 
The fund may engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. For more information, see Portfolio Turnover in the statement of additional information.
 
In the event of exceptional market or economic conditions, the fund may, as a temporary defensive measure, invest all or a substantial portion of its assets in cash or cash-equivalent securities. To the extent the fund assumes a defensive position, it will not be pursuing its investment objective.
 
A description of the policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the statement of additional information.
 
What are the principal risks of investing in the fund?
 
Interest rate changes affect the fund’s share value. Generally, when interest rates rise, the fund’s share value will decline. The opposite is true when interest rates decline. However, when interest rates fall, there is the possibility bonds held by the fund may be redeemed prior to maturity, and that the proceeds would be reinvested in lower-yielding securities. This interest rate risk is higher for Short-Term Government than for funds that have shorter weighted average maturities, such as money market funds.
 
Short-Term Government invests in mortgage-backed and asset-backed securities. When homeowners refinance their mortgages to take advantage of declining interest rates, their existing mortgages are prepaid. The mortgages, which back the mortgage-backed securities purchased by Short-Term Government, may be prepaid in this fashion. Likewise, borrowers may prepay the auto loan, home equity loan or student loan receivables, corporate loans or bonds or other assets underlying the fund’s asset-backed securities. When this happens, the fund will be required to purchase new securities at current market rates, which will usually be lower. Because of this prepayment risk, the fund may benefit less from declining interest rates than other short-term funds.
 
The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional instruments. Derivatives are subject to a number of risks including, liquidity, interest rate, market, and credit risk. They also involve the risk of mispricing or improper valuation, the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the risk of default or bankruptcy of the other party to the instrument. Gains or losses involving some futures, options, and other derivatives may be substantial – in part because a relatively small price movement in these securities may result in an immediate and substantial gain or loss for the fund.
 
At any given time your shares may be worth less than the price you paid for them. In other words, it is possible to lose money by investing in the fund.
 
 
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Management
 
Who manages the funds?
 
The Board of Trustees, investment advisor and fund management teams play key roles in the management of the funds.
 
The Board of Trustees
 
The Board of Trustees is responsible for overseeing the advisor’s management and operations of the funds pursuant to the management agreement. In performing their duties, Board members receive detailed information about the funds and their advisor regularly throughout the year, and meet at least quarterly with management of the advisor to review reports about fund operations. The trustees’ role is to provide oversight and not to provide day-to-day management. More than three-fourths of the trustees are independent of the funds’ advisor; that is, they have never been employed by and have no financial interest in the advisor or any of its affiliated companies (other than as shareholders of American Century Investments funds).
 
The Investment Advisor
 
The funds’ investment advisor is American Century Investment Management, Inc. (the advisor). The advisor has been managing mutual funds since 1958 and is headquartered at 4500 Main Street, Kansas City, Missouri 64111.
 
The advisor is responsible for managing the investment portfolios of the funds and directing the purchase and sale of their investment securities. The advisor also arranges for transfer agency, custody and all other services necessary for the funds to operate.
 
For the services it provides to the funds, the advisor receives a unified management fee based on a percentage of the daily net assets of each class of shares of the funds. The management fee is calculated daily and paid monthly in arrears. Out of each fund’s fee, the advisor pays all expenses of managing and operating that fund except brokerage expenses, taxes, interest, fees and expenses of the independent trustees (including legal counsel fees), and extraordinary expenses. A portion of each fund’s management fee may be paid by the funds’ advisor to unaffiliated third parties who provide recordkeeping and administrative services that would otherwise be performed by an affiliate of the advisor.
 
The percentage rate used to calculate the management fee for each class of shares of a fund is determined daily using a two-component formula that takes into account (i) the daily net assets of the accounts managed by the advisor that are in the same broad investment category as each of the funds (the Category Fee) and (ii) the assets of all funds in the American Century Investments family of funds (the Complex Fee). The statement of additional information contains detailed information about the calculation of the management fee.
 
Management Fees Paid by the
Funds to the Advisor as a Percentage
of Average Net Assets for the
Fiscal Year Ended March 31, 2011
Investor
Class
Institutional
Class
A
Class
C
Class
R
Class
Capital Preservation
0.16%
N/A
N/A
N/A
N/A
Ginnie Mae
0.52%
0.32%
0.52%
0.52%
0.52%
Government Bond
0.47%
0.27%
0.47%
0.47%
0.47%
Inflation-Adjusted Bond
0.47%
0.27%
0.47%
0.47%
0.47%
Short-Term Government
0.55%
0.35%
0.55%
0.55%
0.55%
 
A discussion regarding the basis for the Board of Trustees’ approval of each fund’s investment advisory agreement with the advisor is available in each fund’s report to shareholders dated September 30, 2010.
 
For Capital Preservation, the advisor may waive the receipt of a portion of the management fee, or may agree to bear fund expenses, to enhance the fund’s yield during periods when fund operating expenses have a significant impact on the fund’s yield due to low interest rates or to assist the advisor’s efforts to maintain a $1.00 net asset value per share. Any such fee waiver is voluntary and temporary, and may be revised or terminated at any time by the advisor without notice. There is no guarantee that the fund will maintain a $1.00 net asset value per share or a positive yield.
 
 
26

 
 
The Fund Management Teams
 
The advisor uses teams of portfolio managers and analysts, organized by broad investment categories such as money markets, corporate bonds, government bonds and municipal bonds, in its management of fixed-income funds. Designated portfolio managers serve on the firm’s Macro Strategy Team, which is responsible for periodically adjusting each fund’s strategic investment parameters based on economic and market conditions. The other portfolio managers for Ginnie Mae, Government Bond and Short-Term Government, and all portfolio managers for Inflation-Adjusted Bond, are responsible for security selection and portfolio construction for each fund within these strategic parameters, as well as compliance with stated investment objectives and cash flow monitoring. Other members of the investment teams provide research and analytical support but generally do not make day-to-day investment decisions for the funds.
 
The individuals listed below are primarily responsible for the day-to-day management of the funds described in this prospectus.
 
Ginnie Mae
 
Alejandro H. Aguilar
 
Mr. Aguilar, Vice President and Senior Portfolio Manager, joined American Century Investments as a portfolio manager in 2003. He has shared primary responsibility for the management of the fund since 2004, and has served on teams managing fixed-income investments since joining the advisor. He has a bachelor’s degree in economics from the University of California – Berkeley and an MBA from the University of Michigan. He is a CFA charterholder.
 
Dan Shiffman
 
Mr. Shiffman, Vice President and Portfolio Manager, joined American Century Investments in 2004. He became a portfolio manager in 2006. He has shared primary responsibility for the management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor. He has a bachelor’s degree in social sciences from the University of California – Berkeley and an MBA from the Thunderbird School of Global Management. He is a CFA charterholder.
 
Robert V. Gahagan (Macro Strategy Team Representative)
 
Mr. Gahagan, Senior Vice President and Senior Portfolio Manager, joined American Century Investments in 1983. He became a portfolio manager in 1991. He has shared primary responsibility for the management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor. He has a bachelor’s degree in economics and an MBA from the University of Missouri – Kansas City.
 
Government Bond
 
Short-Term Government
 
Alejandro H. Aguilar
 
Mr. Aguilar, Vice President and Senior Portfolio Manager, joined American Century Investments as a portfolio manager in 2003.  He has shared primary responsibility for the management of the funds since 2006, and has served on teams managing fixed-income investments since joining the advisor. He has a bachelor’s degree in economics from the University of California – Berkeley and an MBA from the University of Michigan. He is a CFA charterholder.
 
Brian Howell
 
Mr. Howell, Vice President and Senior Portfolio Manager, joined American Century Investments in 1987.  He became a portfolio manager in 1996. He has shared primary responsibility for the management of the funds since 2006, and has served on teams managing fixed-income investments since joining the advisor. He has a bachelor’s degree in mathematics/statistics and an MBA from the University of California – Berkeley.
 
James E. Platz
 
Mr. Platz, Vice President and Senior Portfolio Manager, joined American Century Investments in 2003 as a portfolio manager.  He has shared primary responsibility for the management of the funds since 2007, and has served on teams managing fixed-income investments since joining the advisor. He received a bachelor’s degree in history and political economies of industrial societies from the University of California – Berkeley, and an MBA from the University of Southern California. He is a CFA charterholder.
 
 
27

 
 
Dan Shiffman
 
Mr. Shiffman, Vice President and Portfolio Manager, joined American Century Investments in 2004.  He became a portfolio manager in 2006. He has shared primary responsibility for the management of the funds since 2006, and has served on teams managing fixed-income investments since joining the advisor. He has a bachelor’s degree in social sciences from the University of California – Berkeley and an MBA from the Thunderbird School of Global Management.  He is a CFA charterholder.
 
Robert V. Gahagan (Macro Strategy Team Representative)
 
Mr. Gahagan, Senior Vice President and Senior Portfolio Manager, joined American Century Investments in 1983. He became a portfolio manager in 1991. He has shared primary responsibility for the management of the funds since 2002, and has served on teams managing fixed-income investments since joining the advisor. He has a bachelor’s degree in economics and an MBA from the University of Missouri – Kansas City.
 
Inflation-Adjusted Bond
 
Robert V. Gahagan (Macro Strategy Team Representative)
 
Mr. Gahagan, Senior Vice President and Senior Portfolio Manager, joined American Century Investments in 1983 and became a portfolio manager in 1991. He has shared primary responsibility for the management of the fund since 2006, and has served on teams managing fixed-income investments since joining the advisor. He has a bachelor’s degree in economics and an MBA from the University of Missouri – Kansas City.
 
Brian Howell (Macro Strategy Team Representative)
 
Mr. Howell, Vice President and Senior Portfolio Manager, joined American Century Investments in 1987. He became a portfolio manager in 1996. He has shared primary responsibility for the management of the fund since 2007, and has served on teams managing fixed-income investments since joining the advisor. He has a bachelor’s degree in mathematics/statistics and an MBA from the University of California – Berkeley.
 
James E. Platz
 
Mr. Platz, Vice President and Senior Portfolio Manager, joined American Century Investments in 2003 as a portfolio manager. He has shared primary responsibility for the management of the fund since 2007, and has served on teams managing fixed-income investments since joining the advisor. He received a bachelor’s degree in history and political economies of industrial societies from the University of California – Berkeley, and an MBA from the University of Southern California. He is a CFA charterholder.
 
The statement of additional information provides additional information about the accounts managed by the portfolio managers, the structure of their compensation, and their ownership of fund securities.
 
Fundamental Investment Policies
 
Fundamental investment policies contained in the statement of additional information and the investment objectives of the funds may not be changed without shareholder approval. The Board of Trustees and/or the advisor may change any other policies and investment strategies.
 
 
28

 
 
Investing Directly with American Century Investments
 
Services Automatically Available to You
 
Most accounts automatically have access to the services listed under Ways to Manage Your Account when the account is opened. If you do not want these services, see Conducting Business in Writing . If you have questions about the services that apply to your account type, please call us.
 
Conducting Business in Writing
 
If you prefer to conduct business in writing only, please call us. If you choose this option, you must provide written instructions to invest, exchange and redeem. All account owners must sign transaction instructions (with signatures guaranteed for redemptions in excess of $100,000). By choosing this option, you are not eligible to enroll for exclusive online account management to waive the account maintenance fee. See Account Maintenance Fee . If you want to add online and telephone services later, you can complete a Service Options form.
 
Account Maintenance Fee
 
If you hold Investor Class shares of any American Century Investments fund, or Institutional Class shares of the American Century Diversified Bond Fund, in an American Century Investments account (i.e., not through a financial intermediary or employer-sponsored retirement plan account), we may charge you a $12.50 semiannual account maintenance fee if the value of those shares is less than $10,000. We will determine the amount of your total eligible investments twice per year, generally the last Friday in October and April. If the value of those investments is less than $10,000 at that time, we will automatically redeem shares in one of your accounts to pay the $12.50 fee. Please note that you may incur tax liability as a result of the redemption. In determining your total eligible investment amount, we will include your investments in all personal accounts (including American Century Investments brokerage accounts) registered under your Social Security number. We will not charge the fee as long as you choose to manage your accounts exclusively online. You may enroll for exclusive online account management by visiting americancentury.com.
 
 
Personal accounts include individual accounts, joint accounts, UGMA/UTMA accounts, personal trusts, Coverdell Education Savings Accounts, IRAs (including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and certain other retirement accounts. If you have only business, business retirement, employer-sponsored or American Century Investments brokerage accounts, you are currently not subject to this fee, but you may be subject to other fees.
 
Wire Purchases
 
Current Investors:   If you would like to make a wire purchase into an existing account, your bank will need the following information. (To invest in a new fund, please call us first to set up the new account.)
 
American Century Investments bank information: Commerce Bank N.A., Routing No. 101000019, Account No. 2804918
Your American Century Investments account number and fund name
Your name
The contribution year (for IRAs only)
Dollar amount
 
New Investors: To make a wire purchase into a new account, please complete an application or call us prior to wiring money.
 
 
29

 
 
Ways to Manage Your Account
 
ONLINE

americancentury.com
Open an account: If you are a current or new investor, you can open an account by completing and submitting our online application. Current investors also can open an account by exchanging shares from another American Century Investments account with an identical registration.
Exchange shares: Exchange shares from another American Century Investments account with an identical registration.
Make additional investments: Make an additional investment into an established American Century Investments account if you have authorized us to invest from your bank account.
Sell shares*: Redeem shares and the proceeds will be electronically transferred to your authorized bank account.
* Online redemptions up to $25,000 per day.
 
IN PERSON

If you prefer to handle your transactions in person, visit one of our Investor Centers and a representative can help you open an account, make additional investments, and sell or exchange shares.
4500 Main Street, Kansas City, MO — 8 a.m. to 5 p.m., Monday – Friday
4917 Town Center Drive, Leawood, KS — 8 a.m. to 5 p.m., Monday – Friday; 8 a.m. to noon, Saturday
1665 Charleston Road, Mountain View, CA — 8 a.m. to 5 p.m., Monday – Friday
 
BY TELEPHONE

Investor Services Representative: 1-800-345-2021
Business, Not-For-Profit and Employer-Sponsored Retirement Plans: 1-800-345-3533
Automated Information Line: 1-800-345-8765
Open an account: If you are a current investor, you can open an account by exchanging shares from another American Century Investments account with an identical registration.
Exchange shares: Call or use our Automated Information Line if you have authorized us to accept telephone instructions. The Automated Information Line is available only to Investor Class shareholders.
Make additional investments : Call or use our Automated Information Line if you have authorized us to invest from your bank account. The Automated Information Line is available only to Investor Class shareholders.
Sell shares: Call a Service Representative.
 
BY MAIL OR FAX

Mail Address: P.O. Box 419200, Kansas City, MO 64141-6200 — Fax: 816-340-7962
Open an account: Send a signed, completed application and check or money order payable to American Century Investments.
Exchange shares: Send written instructions to exchange your shares from one American Century Investments account to another with an identical registration.
Make additional investments: Send your check or money order for at least $50 with an investment slip. If you don’t have an investment slip, include your name, address and account number on your check or money order.
Sell shares: Send written instructions or a redemption form to sell shares. Call a Service Representative to request a form.
 
AUTOMATICALLY

Open an account: Not available.
Exchange shares: Send written instructions to set up an automatic exchange of your shares from one American Century Investments account to another.
Make additional investments: With the automatic investment service, you can purchase shares on a regular basis. You must invest at least $50 per month per account.
Sell shares : You may sell shares automatically by establishing a systematic redemption plan.
 
See Additional Policies Affecting Your Investment for more information about investing with us.
 
 
30

 
 
Investing Through a Financial Intermediary
 
The funds may be purchased by participants in employer-sponsored retirement plans or through financial intermediaries that provide various administrative and distribution services.
 
 
Financial intermediaries include banks, broker-dealers, insurance companies, plan sponsors and financial professionals.
 
Although each class of a fund’s shares represents an interest in the same fund, each has a different cost structure, as described below. Which class is right for you depends on many factors, including how long you plan to hold the shares, how much you plan to invest, the fee structure of each class, and how you wish to compensate your financial professional for the services provided to you. Your financial professional can help you choose the option that is most appropriate.
 
Investor Class
 
Investor Class shares are available for purchase without sales charges or commissions but may be subject to account or transaction fees if purchased through financial intermediaries. These shares are available to investors in retail brokerage accounts, broker-dealer-sponsored fee-based advisory accounts, other advisory accounts where fees are charged, and employer-sponsored retirement plans.
 
Institutional Class
 
Institutional Class shares are available for purchase without sales charges or commissions by endowments, foundations, large institutional investors, employer-sponsored retirement plans and other financial intermediaries.
 
A Class
 
A Class shares are available for purchase through broker-dealers and other financial intermediaries. These shares carry an initial sales charge and an ongoing distribution and service (12b-1) fee that is used to compensate your financial professional. See Calculation of Sales Charges below for commission amounts received by financial professionals on the purchase of A Class shares. The sales charge decreases with the size of the purchase, and may be reduced or eliminated in certain situations. See Reductions and Waivers of Sales Charges for A Class and CDSC Waivers below for a full description of the breakpoints, reductions and waivers that may be available through financial intermediaries in certain types of accounts or products.
 
C Class
 
C Class shares are available for purchase through broker-dealers and other financial intermediaries. These shares do not have an initial sales charge but carry an ongoing distribution and service (12b-1) fee. Except as noted below, the commission paid to your financial professional for purchases of C Class shares is 1.00% of the amount invested, and the shares have a contingent deferred sales charge (CDSC) when redeemed within one year of purchase.  Your financial professional does not receive the distribution and service (12b-1) fee until the CDSC period has expired (it is retained by the distributor).  See CDSC Waivers below for a full description of the waivers that may be available.
 
R Class
 
R Class shares are only available for purchase through certain employer-sponsored retirement plans without sales charges or commissions but carry an ongoing distribution and service (12b-1) fee. However, IRA accounts in R Class shares established through financial intermediaries prior to August 1, 2006, may make additional purchases. R Class shares are not available for purchase in the following types of employer-sponsored retirement plans: SEP IRAs, SIMPLE IRAs or SARSEPs, provided however, that investors in such plans with accounts in R Class shares established prior to March 1, 2009, may make additional purchases.
 
Calculation of Sales Charges
 
The information regarding sales charges provided herein is included free of charge and in a clear and prominent format at americancentury.com in the Investors Using Advisors and Investment Professionals portions of the Web site. From the description of A or C Class shares, a hyperlink will take you directly to this disclosure.
 
 
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A Class
 
A Class shares are sold at their offering price, which is net asset value plus an initial sales charge. This sales charge varies depending on the amount of your investment, and is deducted from your purchase before it is invested. The sales charges and the amounts paid to your financial professional for Ginnie Mae, Government Bond and Inflation-Adjusted Bond are:
 
Purchase Amount
Sales Charge as a %
of Offering Price
Sales Charge as a %
of Net Amount Invested
Dealer Commission
as a % of Offering Price
Less than $100,000
4.50%
4.71%
4.00%
$100,000 - $249,999
3.50%
3.63%
3.00%
$250,000 - $499,999
2.50%
2.56%
2.00%
$500,000 - $999,999
2.00%
2.04%
1.75%
$1,000,000 - $3,999,999
0.00%
0.00%
1.00%
$4,000,000 - $9,999,999
0.00%
0.00%
0.50%
$10,000,000 or more
0.00%
0.00%
0.25%
 
The sales charges and the amounts paid to your financial professional for Short-Term Government are:
 
Purchase Amount
Sales Charge as a %
of Offering Price
Sales Charge as a %
of Net Amount Invested
Dealer Commission as a %
of Offering Price
Less than $100,000
2.25%
2.30%
2.00%
$100,000 - $249,999
1.75%
1.78%
1.50%
$250,000 - $499,999
1.50%
1.52%
1.25%
$500,000 - $999,999
1.25%
1.27%
1.00%
$1,000,000 - $3,999,999
0.00%
0.00%
1.00%
$4,000,000 - $9,999,999
0.00%
0.00%
0.50%
$10,000,000 or more
0.00%
0.00%
0.25%
 
There is no front-end sales charge for purchases of $1,000,000 or more, but if you redeem your shares within one year of purchase you will pay a deferred sales charge of 1.00% of the lower of the original purchase price or the current market value at redemption, subject to the exceptions listed below. No sales charge applies to reinvested dividends. No dealer commission will be paid to your financial professional for purchases by certain employer-sponsored retirement plans. For this purpose, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs
 
Reductions and Waivers of Sales Charges for A Class
 
You may qualify for a reduction or waiver of certain sales charges, but you or your financial professional must provide certain information, including the account numbers of any accounts to be aggregated, to American Century Investments at the time of purchase in order to take advantage of such reduction or waiver. If you hold assets among multiple intermediaries, it is your responsibility to inform your intermediary and/or American Century Investments at the time of purchase of any accounts to be aggregated.
 
You and your immediate family (your spouse and your children under the age of 21) may combine investments in any share class of any American Century Investments fund (excluding certain assets in money market accounts, but including, beginning January 1, 2011, account assets invested in Qualified Tuition Programs under Section 529) to reduce your A Class sales charge in the following ways:
 
 
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Account Aggregation . Investments made by you and your immediate family may be aggregated at each account’s current market value if made for your own account(s) and/or certain other accounts, such as:
 
Certain trust accounts
Solely controlled business accounts
Single-participant retirement plans
Endowments or foundations established and controlled by you or an immediate family member
 
For purposes of aggregation, only investments made through individual-level accounts may be combined. Assets held in multiple participant employer-sponsored retirement plans may be aggregated at a plan level.
 
Concurrent Purchases. You may combine simultaneous purchases in any share class of any American Century Investments fund to qualify for a reduced A Class sales charge.
 
Rights of Accumulation. You may take into account the current value of your existing holdings, less any commissionable shares in the money market funds, in any share class of any American Century Investments fund to qualify for a reduced A Class sales charge.
 
Letter of Intent. A Letter of Intent allows you to combine all non-money market fund purchases of any share class of any American Century Investments fund you intend to make over a 13-month period to determine the applicable sales charge. At your request, existing holdings may be combined with new purchases and sales charge amounts may be adjusted for purchases made within 90 days prior to our receipt of the Letter of Intent. Capital appreciation, capital gains and reinvested dividends earned during the Letter of Intent period do not apply toward its completion. A portion of your account will be held in escrow to cover additional A Class sales charges that will be due if your total investments over the 13-month period do not qualify for the applicable sales charge reduction.
 
Waivers for Certain Investors . The sales charge on A Class shares may be waived for:
 
Purchases by registered representatives and other employees of certain financial intermediaries (and their immediate family members) having selling agreements with the advisor or distributor
Broker-dealer sponsored wrap program accounts and/or fee-based accounts maintained for clients of certain financial intermediaries who have entered into selling agreements with American Century Investments
Present or former officers, directors and employees (and their families) of American Century Investments
Certain group employer-sponsored retirement plans, where plan level or omnibus accounts are held with the fund, or shares are purchased by certain retirement plans that are part of a retirement plan or platform offered by banks, broker dealers, financial advisors or insurance companies, or serviced by retirement recordkeepers. For purposes of this waiver, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs. However, SEP IRA, SIMPLE IRA or SARSEP retirement plans that (i) held shares of an A Class fund prior to March 1, 2009 that received sales charge waivers or (ii) held shares of an Advisor Class fund that was renamed A Class on March 1, 2010, may permit additional purchases by new and existing participants in A Class shares without an initial sales charge. Refer to Buying and Selling Fund Shares in the statement of additional information
IRA Rollovers from any American Century Investments fund held in an employer-sponsored retirement plan
Purchases of additional shares in accounts that held shares of an Advisor Class fund that was renamed A Class on either September 4, 2007, December 3, 2007 or March 1, 2010. However if you close your account or if you transfer your account to another financial intermediary, future purchases of A Class shares of a fund may not receive a sales charge waiver.
Certain other investors as deemed appropriate by American Century Investments
 
An investor who receives a sales charge waiver for purchases of fund shares through a financial intermediary may become ineligible to receive such waiver if the nature of the investor’s relationship with and/or the services it receives from the financial intermediary changes. Please consult with your financial professional for further details.
 
 
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C Class
 
C Class shares are sold at their net asset value without an initial sales charge. If you purchase shares through a financial intermediary who receives a commission from the fund’s distributor on the purchase and redeem your shares within 12 months of purchase, you will pay a CDSC of 1.00% of the original purchase price or the current market value at redemption, whichever is less. The purpose of the CDSC is to permit the fund’s distributor to recoup all or a portion of the up-front payment made to your financial professional. There is no CDSC on shares acquired through reinvestment of dividends or capital gains.
 
American Century Investments generally limits purchases of C Class shares to investors whose aggregate investments in American Century Investments funds are less than $1,000,000. However, it is your responsibility to inform your financial intermediary and/or American Century Investments at the time of purchase of any accounts to be aggregated, including investments in any share class of any American Century Investments fund (excluding certain assets in money market accounts, but including, beginning January 1, 2011, account assets invested in Qualified Tuition Programs under Section 529) in accounts held by you and your immediate family members (your spouse and children under the age of 21). Once you reach this limit, you should work with your financial intermediary to determine what share class is most appropriate for additional purchases.
 
Calculation of Contingent Deferred Sales Charge (CDSC)
 
To minimize the amount of the CDSC you may pay when you redeem shares, the fund will first redeem shares acquired through reinvested dividends and capital gain distributions, which are not subject to a CDSC. Shares that have been in your account long enough that they are not subject to a CDSC are redeemed next. For any remaining redemption amount, shares will be sold in the order they were purchased (earliest to latest).
 
CDSC Waivers
 
Any applicable CDSC for A or C Classes may be waived in the following cases:
 
redemptions through systematic withdrawal plans not exceeding annually 12% of the lesser of the original purchase cost or current market value for A and C Class shares
redemptions through employer-sponsored retirement plans. For this purpose, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs.
distributions from IRAs due to attainment of age 59½ for A Class shares and for C Class shares
required minimum distributions from retirement accounts upon reaching age 70½
tax-free returns of excess contributions to IRAs
redemptions due to death or post-purchase disability
exchanges, unless the shares acquired by exchange are redeemed within the original CDSC period
IRA Rollovers from any American Century Investments fund held in an employer-sponsored retirement plan, for A Class shares only
if no dealer commission was paid to the financial intermediary on the purchase for any other reason
 
Reinstatement Privilege
 
Within 90 days of a redemption, dividend payment or capital gains distribution of any A or B Class shares, you may reinvest all or a portion of the proceeds in A Class shares of any American Century Investments fund at the then-current net asset value without paying an initial sales charge. At your request, any CDSC you paid on an A Class redemption that you are reinvesting will be credited to your account. You may use the privilege only once per account. This privilege may only be invoked by the original account owner to reinvest shares in an account with the same registration as the account from which the redemption or distribution originated. This privilege does not apply to systematic or automatic transactions, including, for example, automatic purchases, withdrawals and payroll deductions. If you wish to use this reinvestment privilege, you or your financial professional must provide written notice to American Century Investments.
 
 
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Employer-Sponsored Retirement Plans
 
Certain employer-sponsored retirement plans are eligible to purchase Investor, Institutional, A, C and R Class shares at net asset value with no dealer commission paid to the financial professional. Class A and C shares are purchased with no dealer concession or CDSC in group employer sponsored retirement plans, that hold a single account for all plan participants with the fund, or shares are purchased by certain retirement plans that are part of a retirement plan or platform offered by banks, broker dealers, financial advisors or insurance companies, or serviced by plan recordkeepers. For more information regarding employer-sponsored retirement plan types, please refer to Buying and Selling Fund Shares in the statement of additional information. A, C and R Class shares purchased in employer-sponsored retirement plans are subject to applicable distribution and service (12b-1) fees, which the financial intermediary begins receiving immediately at the time of purchase. There is no plan size or participant number requirement by class.
 
Exchanging Shares
 
You may exchange shares of the fund for shares of the same class of another American Century Investments fund without a sales charge if you meet the following criteria:
 
The exchange is for a minimum of $100
For an exchange that opens a new account, the amount of the exchange must meet or exceed the minimum account size requirement for the fund receiving the exchange
 
For purposes of computing any applicable CDSC on shares that have been exchanged, the holding period will begin as of the date of purchase of the original fund owned. Exchanges from a money market fund are subject to a sales charge on the fund being purchased, unless the money market fund shares were acquired by exchange from a fund with a sales charge or by reinvestment of dividends or capital gains distributions.
 
Moving Between Share Classes and Accounts
 
You may move your investment between share classes (within the same fund or between different funds) in certain circumstances deemed appropriate by American Century Investments. You also may move investments held in certain accounts to a different type of account if you meet certain criteria. Please contact your financial professional for more information about moving between share classes or account types.
 
Buying and Selling Shares through a Financial Intermediary
 
Your ability to purchase, exchange, redeem and transfer shares will be affected by the policies of the financial intermediary through which you do business. Some policy differences may include
 
minimum investment requirements
exchange policies
fund choices
cutoff time for investments
trading restrictions
 
In addition, your financial intermediary may charge a transaction fee for the purchase or sale of fund shares. Those charges are retained by the financial intermediary and are not shared with American Century Investments or the fund. Please contact your financial intermediary or plan sponsor for a complete description of its policies. Copies of the funds’ annual report, semiannual report and statement of additional information are available from your financial intermediary or plan sponsor.
 
The funds have authorized certain financial intermediaries to accept orders on the funds’ behalf. American Century Investments has selling agreements with these financial intermediaries requiring them to track the time investment orders are received and to comply with procedures relating to the transmission of orders. Orders must be received by the financial intermediary on the funds’ behalf before the time the net asset value is determined in order to receive that day’s share price. If those orders are transmitted to American Century Investments and paid for in accordance with the selling agreement, they will be priced at the net asset value next determined after your request is received in the form required by the financial intermediary.
 
See Additional Policies Affecting Your Investment for more information about investing with us.
 
 
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Additional Policies Affecting Your Investment
 
Eligibility for Investor Class Shares
 
The funds’ Investor Class shares are available for purchase directly from American Century Investments and through the following types of products, programs or accounts offered by financial intermediaries:
 
self-directed accounts on transaction-based platforms that may or may not charge a transaction fee
employer-sponsored retirement plans
broker-dealer sponsored fee-based wrap programs or other fee-based advisory accounts
insurance products and bank/trust products where fees are being charged
 
The funds reserve the right, when in the judgment of American Century Investments it is not adverse to the funds’ interest, to permit all or only certain types of investors to open new accounts in the funds, to impose further restrictions, or to close the funds to any additional investments, all without notice.
 
Minimum Initial Investment Amounts (other than Institutional Class)
 
Unless otherwise specified below, the minimum initial investment amount to open an account is $2,500. Financial intermediaries may open an account with $250, but may require their clients to meet different investment minimums. See Investing Through a Financial Intermediary for more information.
 
Broker-dealer sponsored wrap program accounts and/or fee-based advisory accounts
No minimum
Coverdell Education Savings Account (CESA)
$2,000 (1)
Employer-sponsored retirement plans (2)
No minimum
 
1
The minimum initial investment for shareholders investing through financial intermediaries is $250. Financial intermediaries may have different minimums for their clients.
2
For this purpose, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs.
 
Subsequent Purchases
 
There is a $50 minimum for subsequent purchases. See Ways to Manage Your Account for more information about making additional investments directly with American Century Investments. However, there is no subsequent purchase minimum for financial intermediaries or employer-sponsored retirement plans, but financial intermediaries may require their clients to meet different subsequent purchase requirements.
 
Eligibility for Institutional Class Shares
 
The Institutional Class shares are made available for purchase by individuals and large institutional shareholders such as bank trust departments, corporations, retirement plans, endowments, foundations and financial advisors that meet the fund’s minimum investment requirements. Institutional Class shares are not available for purchase by insurance companies for variable annuity and variable life products.
 
Minimum Initial Investment Amounts (Institutional Class)
 
The minimum initial investment amount is $5 million ($3 million for endowments and foundations) per fund. If you invest with us through a financial intermediary, this requirement may be met if your financial intermediary aggregates your investments with those of other clients into a single group, or omnibus, account that meets the minimum. The minimum investment requirement may be waived if you, or your financial intermediary if you invest through an omnibus account, has an aggregate investment in our family of funds of $10 million or more ($5 million for endowments and foundations), or in other situations as determined by American Century Investments. In addition, financial intermediaries or plan recordkeepers may require retirement plans to meet certain other conditions, such as plan size or a minimum level of assets per participant, in order to be eligible to purchase Institutional Class shares. American Century Investments may permit an intermediary to waive the initial minimum per shareholder as provided in Buying and Selling Fund Shares in the statement of additional information.
 
 
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Redemptions
 
If you sell C, or in certain cases, A Class shares, you may pay a sales charge depending on how long you have held your shares, as described above. Your redemption proceeds will be calculated using the net asset value (NAV) next determined after we receive your transaction request in good order.
 
However, we reserve the right to delay delivery of redemption proceeds up to seven days. For example, each time you make an investment with American Century Investments, there is a seven-day holding period before we will release redemption proceeds from those shares, unless you provide us with satisfactory proof that your purchase funds have cleared. For funds with CheckWriting privileges, we will not honor checks written against shares subject to this seven-day holding period. Investments by wire generally require only a one-day holding period. If you change your address, we may require that any redemption request made within 15 days be submitted in writing and be signed by all authorized signers with their signatures guaranteed. If you change your bank information, we may impose a 15-day holding period before we will transfer or wire redemption proceeds to your bank. Please remember, if you request redemptions by wire, $10 will be deducted from the amount redeemed. Your bank also may charge a fee.
 
In addition, we reserve the right to honor certain redemptions with securities, rather than cash, as described in the next section.
 
Special Requirements for Large Redemptions
 
If, during any 90-day period, you redeem fund shares worth more than $250,000 (or 1% of the value of a fund’s assets if that amount is less than $250,000), we reserve the right to pay part or all of the redemption proceeds in excess of this amount in readily marketable securities instead of in cash. The portfolio managers would select these securities from the fund’s portfolio.
 
We will value these securities in the same manner as we do in computing the fund’s net asset value. We may provide these securities in lieu of cash without prior notice. Also, if payment is made in securities, you may have to pay brokerage or other transaction costs to convert the securities to cash.
 
If your redemption would exceed this limit and you would like to avoid being paid in securities, please provide us with an unconditional instruction to redeem at least 15 days prior to the date on which the redemption transaction is to occur. The instruction must specify the dollar amount or number of shares to be redeemed and the date of the transaction. This minimizes the effect of the redemption on a fund and its remaining investors.
 
Redemption of Shares in Accounts Below Minimum
 
If your account balance falls below the minimum initial investment amount for any reason, American Century Investments reserves the right to redeem the shares in the account and send the proceeds to your address of record. Prior to doing so, we will notify you and give you 60 days to meet the minimum. Please note that shares redeemed in this manner may be subject to a sales charge if held less than the applicable time period. You also may incur tax liability as a result of the redemption. For Institutional Class shares, we reserve the right to convert your shares to Investor Class shares of the same fund. The Investor Class shares have a unified management fee that is 20 basis points (0.20%) higher than the Institutional Class.
 
Signature Guarantees
 
A signature guarantee — which is different from a notarized signature — is a warranty that the signature presented is genuine. We may require a signature guarantee for the following transactions.
 
You have chosen to conduct business in writing only and would like to redeem over $100,000.
Your redemption or distribution check or automatic redemption is made payable to someone other than the account owners.
Your redemption proceeds or distribution amount is sent by EFT (ACH or wire) to a destination other than your personal bank account.
You are transferring ownership of an account over $100,000.
You change your address and request a redemption over $100,000 within 15 days.
 
We reserve the right to require a signature guarantee for other transactions, at our discretion.
 
 
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Modifying or Canceling a Transaction
 
Transaction instructions are irrevocable. That means that once you have mailed or otherwise transmitted your transaction instruction, you may not modify or cancel it. Each fund reserves the right to suspend the offering of shares for a period of time and to reject any specific investment (including a purchase by exchange). Additionally, we may refuse a purchase if, in our judgment, it is of a size that would disrupt the management of a fund.
 
Abusive Trading Practices
 
Short-term trading and other so-called market timing practices are not defined or explicitly prohibited by any federal or state law. However, short-term trading and other abusive trading practices may disrupt portfolio management strategies and harm fund performance. If the cumulative amount of short-term trading activity is significant relative to a fund’s net assets, the fund may incur trading costs that are higher than necessary as securities are first purchased then quickly sold to meet the redemption request. In such case, the fund’s performance could be negatively impacted by the increased trading costs created by short-term trading if the additional trading costs are significant.
 
Because of the potentially harmful effects of abusive trading practices, the funds’ Board of Trustees has approved American Century Investments’ abusive trading policies and procedures, which are designed to reduce the frequency and effect of these activities in our funds. These policies and procedures include monitoring trading activity, imposing trading restrictions on certain accounts, imposing redemption fees on certain funds, and using fair value pricing when current market prices are not readily available. Although these efforts are designed to discourage abusive trading practices, they cannot eliminate the possibility that such activity will occur. American Century Investments seeks to exercise its judgment in implementing these tools to the best of its ability in a manner that it believes is consistent with shareholder interests.
 
For money market funds, American Century Investments anticipates that shareholders will purchase and sell shares frequently because these funds are designed to offer investors a liquid investment. Accordingly, American Century Investments has determined that it is not necessary to monitor trading activity or impose trading restrictions on money market fund shares and these funds accommodate frequent trading. However, we reserve the right, in our sole discretion, to modify monitoring and other practices as necessary to deal with novel or unique abusive trading practices.
 
For the non-money market funds, American Century Investments uses a variety of techniques to monitor for and detect abusive trading practices. These techniques may vary depending on the type of fund, the class of shares or whether the shares are held directly or indirectly with American Century Investments. They may change from time to time as determined by American Century Investments in its sole discretion. To minimize harm to the funds and their shareholders, we reserve the right to reject any purchase order (including exchanges) from any shareholder we believe has a history of abusive trading or whose trading, in our judgment, has been or may be disruptive to the funds. In making this judgment, we may consider trading done in multiple accounts under common ownership or control.
 
Currently, for shares held directly with American Century Investments, we may deem the sale of all or a substantial portion of a shareholder’s purchase of fund shares to be abusive if the sale is made
 
within seven days of the purchase, or
within 30 days of the purchase, if it happens more than once per year.
 
To the extent practicable, we try to use the same approach for defining abusive trading for shares held through financial intermediaries. American Century Investments reserves the right, in its sole discretion, to identify other trading practices as abusive and to modify its monitoring and other practices as necessary to deal with novel or unique abusive trading practices.
 
In addition, American Century Investments reserves the right to accept purchases and exchanges in excess of the trading restrictions discussed above if it believes that such transactions would not be inconsistent with the best interests of fund shareholders or this policy.
 
American Century Investments’ policies do not permit us to enter into arrangements with fund shareholders that permit such shareholders to engage in frequent purchases and redemptions of fund shares. Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions American Century Investments handles, there can be no assurance that American Century Investments’ efforts will identify all trades or trading practices that may be considered abusive. American Century Investments monitors aggregate trades placed in omnibus accounts and works with financial intermediaries to identify shareholders engaging in abusive trading practices and impose restrictions to discourage such practices. Because American Century Investments relies on financial intermediaries to provide information and impose restrictions, our ability to monitor and discourage abusive trading practices in omnibus accounts may be dependent on the intermediaries’ timely performance of such duties.
 
 
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Your Responsibility for Unauthorized Transactions
 
American Century Investments and its affiliated companies use procedures reasonably designed to confirm that telephone, electronic and other instructions are genuine. These procedures include recording telephone calls, requesting personalized security codes or other information, and sending confirmation of transactions. If we follow these procedures, we are not responsible for any losses that may occur due to unauthorized instructions. For transactions conducted over the Internet, we recommend the use of a secure Internet browser. In addition, you should verify the accuracy of your confirmation statements immediately after you receive them.
 
A Note About Mailings to Shareholders
 
To reduce the amount of mail you receive from us, we generally deliver a single copy of fund documents (like shareholder reports, proxies and prospectuses) to investors who share an address, even if their accounts are registered under different names. Investors who share an address may also receive account-specific documents (like statements) in a single envelope. If you prefer to receive your documents addressed individually, please call us or your financial professional. For American Century Investments brokerage accounts, please call 1-888-345-2071.
 
Right to Change Policies
 
We reserve the right to change any stated investment requirement, including those that relate to purchases, exchanges and redemptions. We also may alter, add or discontinue any service or privilege. Changes may affect all investors or only those in certain classes or groups. In addition, from time to time we may waive a policy on a case-by-case basis, as the advisor deems appropriate.
 
 
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Share Price and Distributions
 
Share Price
 
American Century Investments will price the fund shares you purchase, exchange or redeem based on the net asset value (NAV) next determined after your order is received in good order by the fund’s transfer agent, or other financial intermediary with the authority to accept orders on the fund’s behalf. We determine the NAV of each fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE is closed (including certain U.S. national holidays), we do not calculate the NAV.
 
 
A fund’s net asset value , or NAV, is the current value of the fund’s assets, minus any liabilities, divided by the number of shares outstanding.
 
Money Market Fund
 
Capital Preservation’s portfolio securities are valued at amortized cost. This means the securities are initially valued at their cost when purchased. After the initial purchase, the difference between the purchase price and the known value at maturity will be reduced at a constant rate until maturity. This valuation will be used regardless of the impact of interest rates on the market value of the security. The board has adopted procedures to ensure that this type of pricing is fair to the fund’s investors.
 
Other Funds
 
The fund values portfolio securities for which market quotations are readily available at their market price. The fund may use third party pricing services to assist in the determination of market value. Unlisted securities for which market quotations are readily available are valued at the last quoted sale price or the last quoted ask price, as applicable, except that debt obligations with 60 days or less remaining until maturity may be valued at amortized cost.
 
If the fund determines that the market price for a portfolio security is not readily available or that the valuation methods mentioned above do not reflect the security’s fair value, such security is valued as determined in good faith by the fund’s board or its designee, in accordance with procedures adopted by the fund’s board. Circumstances that may cause the fund to use alternate procedures to value a security include, but are not limited to, a debt security has been declared in default, or trading in a security has been halted during the trading day.
 
If such circumstances occur, the fund will fair value the security if the fair valuation would materially impact the fund’s NAV. While fair value determinations involve judgments that are inherently subjective, these determinations are made in good faith in accordance with procedures adopted by the fund’s board.
 
The effect of using fair value determinations is that the fund’s NAV will be based, to some degree, on security valuations that the board or its designee believes are fair rather than being solely determined by the market.
 
With respect to any portion of the fund’s assets that are invested in one or more open-end management investment companies that are registered with the SEC (known as registered investment companies, or RICs), the fund’s NAV will be calculated based upon the NAVs of such RICs. These RICs are required by law to explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing in their prospectuses.
 
 
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Distributions
 
Federal tax laws require each fund to make distributions to its shareholders in order to qualify as a regulated investment company. Qualification as a regulated investment company means that a fund should not be subject to state or federal income tax on amounts distributed. The distributions generally consist of dividends and interest received, as well as capital gains realized by a fund on the sale of its investment securities.
 
 
Capital gains are increases in the values of capital assets, such as stock, from the time the assets are purchased.
 
Money Market Fund
 
Capital Preservation declares distributions from net income daily. These distributions are paid on the last business day of each month. Distributions are reinvested automatically in additional shares unless you choose another option.
 
Except as described in the next paragraph, you will begin to participate in fund distributions the next business day after your purchase is effective. If you redeem shares, you will receive the distribution declared for the day you redeem.
 
You will begin to participate in fund distributions on the day your instructions to purchase are received if you
 
notify us of your purchase prior to 11 a.m. Central time AND
pay for your purchase by bank wire transfer prior to 3 p.m. Central time on the same day.
 
Also, we will wire your redemption proceeds to you by the end of the business day if you request your redemption before 11 a.m. Central time.
 
Other Funds
 
Ginnie Mae, Government Bond and Short-Term Government pay distributions from net income monthly. Inflation-Adjusted Bond is eligible to pay distributions from net income quarterly, but may pay less frequently. Each fund generally pays capital gains distributions, if any, once a year, usually in December. A fund may make more frequent distributions, if necessary, to comply with Internal Revenue Code provisions.
 
You will participate in fund distributions when they are declared, starting the next business day after your purchase is effective. For example, if you purchase shares on a day that a distribution is declared, you will not receive that distribution. If you redeem shares, you will receive any distribution declared on the day you redeem. If you redeem all shares, we will include any distributions received with your redemption proceeds.
 
Participants in tax-deferred retirement plans must reinvest all distributions. For investors investing through taxable accounts, we will reinvest distributions unless you elect to have dividends and/or capital gains sent to another American Century Investments account, to your bank electronically, or to your home address or to another person or address by check.
 
 
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Taxes
 
The tax consequences of owning shares of the funds will vary depending on whether you own them through a taxable or tax-deferred account. Tax consequences result from distributions by the funds of dividend and interest income they have received or capital gains they have generated through their investment activities. Tax consequences also may result when investors sell fund shares after the net asset value has increased or decreased.
 
Tax-Deferred Accounts
 
If you purchase fund shares through a tax-deferred account, such as an IRA or a employer-sponsored retirement plan, income and capital gains distributions usually will not be subject to current taxation but will accumulate in your account under the plan on a tax-deferred basis. Likewise, moving from one fund to another fund within a plan or tax-deferred account generally will not cause you to be taxed. For information about the tax consequences of making purchases or withdrawals through a tax-deferred account, please consult your plan administrator, your summary plan description or a tax advisor.
 
Taxable Accounts
 
If you own fund shares through a taxable account, you may be taxed on your investments if the fund makes distributions or if you sell your fund shares.
 
Taxability of Distributions
 
Fund distributions may consist of income, such as dividends and interest earned by a fund from its investments, or capital gains generated by a fund from the sale of its investment securities. Distributions of income are taxed as ordinary income, unless they are designated as qualified dividend income and you meet a minimum required holding period with respect to your shares of the fund, in which case distributions of income are taxed as long-term capital gains.
 
 
Qualified dividend income is a dividend received by the fund from the stock of a domestic or qualifying foreign corporation, provided that the fund has held the stock for a required holding period.
 
For capital gains and for income distributions designated as qualified dividend income, the following rates apply:
 
Type of Distribution
Tax Rate for 10%
and 15% Brackets
Tax Rate for
All Other Brackets
Short-term capital gains
Ordinary Income
Ordinary Income
Long-term capital gains (> 1 year) and Qualified Dividend Income
5%
15%
 
If the fund’s distributions exceed its taxable income and capital gains realized during the tax year, all or a portion of the distributions made by the fund in that tax year will be considered a return of capital. A return of capital distribution is generally not subject to tax, but will reduce your cost basis in the fund and result in higher realized capital gains (or lower realized capital losses) upon the sale of fund shares.
 
The tax status of any distributions of capital gains is determined by how long the fund held the underlying security that was sold, not by how long you have been invested in the fund or whether you reinvest your distributions in additional shares or take them in cash. For taxable accounts, American Century Investments or your financial intermediary will inform you of the tax status of fund distributions for each calendar year in an annual tax mailing.
 
Distributions also may be subject to state and local taxes. Because everyone’s tax situation is unique, you may want to consult your tax professional about federal, state and local tax consequences.
 
 
42

 
 
Taxes on Transactions
 
Your redemptions — including exchanges to other American Century Investments funds — are subject to capital gains tax. The table above can provide a general guide for your potential tax liability when selling or exchanging fund shares. Short-term capital gains are gains on fund shares you held for 12 months or less. Long-term capital gains are gains on fund shares you held for more than 12 months. If your shares decrease in value, their sale or exchange will result in a long-term or short-term capital loss. However, you should note that loss realized upon the sale or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any distribution of long-term capital gain to you with respect to those shares. If a loss is realized on the redemption of fund shares, the reinvestment in additional fund shares within 30 days before or after the redemption may be subject to the wash sale rules of the Internal Revenue Code. This may result in a postponement of the recognition of such loss for federal income tax purposes.
 
If you have not certified to us that your Social Security number or tax identification number is correct and that you are not subject to withholding, we are required to withhold and pay to the IRS the applicable federal withholding tax rate on taxable dividends, capital gains distributions and redemption proceeds.
 
Buying a Dividend
 
Purchasing fund shares in a taxable account shortly before a distribution is sometimes known as buying a dividend. In taxable accounts, you must pay income taxes on the distribution whether you reinvest the distribution or take it in cash. In addition, you will have to pay taxes on the distribution whether the value of your investment decreased, increased or remained the same after you bought the fund shares.
 
The risk in buying a dividend is that a fund’s portfolio may build up taxable gains throughout the period covered by a distribution, as securities are sold at a profit. The fund distributes those gains to you, after subtracting any losses, even if you did not own the shares when the gains occurred.
 
If you buy a dividend, you incur the full tax liability of the distribution period, but you may not enjoy the full benefit of the gains realized in the fund’s portfolio.
 
 
43

 
 
Multiple Class Information
 
The funds, other than Capital Preservation, offer multiple classes of shares. The classes have different fees, expenses and/or minimum investment requirements. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services. It is not the result of any difference in advisory or custodial fees or other expenses related to the management of the funds’ assets, which do not vary by class. The Institutional Class is made available to institutional shareholders or through financial intermediaries whose clients do not require the same level of shareholder and administrative services from the advisor as shareholders of the other classes. As a result, the advisor is able to charge this class a lower unified management fee. Different fees and expenses will affect performance.
 
Except as described below, all classes of shares of a fund have identical voting, dividend, liquidation and other rights, preferences, terms and conditions. The only differences among the classes are (a) each class may be subject to different expenses specific to that class; (b) each class has a different identifying designation or name; (c) each class has exclusive voting rights with respect to matters solely affecting such class; (d) each class may have different exchange privileges; and (e) the Institutional Class may provide for conversion from that class into shares of the Investor Class of the same fund.
 
Service, Distribution and Administrative Fees
 
Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan to pay certain expenses associated with the distribution of their shares out of fund assets. The funds’ A Class, C Class and R Class shares have a 12b-1 Plan. The plans provide for the funds to pay annual fees of 0.25% for A Class, 0.50% for R Class and 1.00% for C Class to the distributor for distribution and individual shareholder services, including past distribution services. The distributor pays all or a portion of such fees to financial intermediaries that make the classes available. Because these fees may be used to pay for services that are not related to prospective sales of the funds, each class will continue to make payments under its plan even if it is closed to new investors. Because these fees are paid out of the funds’ assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The higher fees for C Class shares may cost you more over time than paying the initial sales charge for A Class shares. For additional information about the plans and their terms, see Multiple Class Structure in the statement of additional information.
 
Certain financial intermediaries perform recordkeeping and administrative services for their clients that would otherwise be performed by American Century Investments’ transfer agent. In some circumstances, the advisor will pay such service providers a fee for performing those services. Also, the advisor and the funds’ distributor may make payments to intermediaries for various additional services, other expenses and/or the intermediaries’ distribution of the funds out of their profits or other available sources. Such payments may be made for one or more of the following: (1) distribution, which may include expenses incurred by intermediaries for their sales activities with respect to the funds, such as preparing, printing and distributing sales literature and advertising materials and compensating registered representatives or other employees of such financial intermediaries for their sales activities, as well as the opportunity for the funds to be made available by such intermediaries; (2) shareholder services, such as providing individual and custom investment advisory services to clients of the financial intermediaries; and (3) marketing and promotional services, including business planning assistance, educating personnel about the funds, and sponsorship of sales meetings, which may include covering costs of providing speakers, meals and other entertainment. The distributor may sponsor seminars and conferences designed to educate intermediaries about the funds and may cover the expenses associated with attendance at such meetings, including travel costs. These payments and activities are intended to provide an incentive to intermediaries to sell the funds by educating them about the funds and helping defray the costs associated with offering the funds. These payments may create a conflict of interest by influencing the intermediary to recommend the funds over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information. The amount of any payments described by this paragraph is determined by the advisor or the distributor, and all such amounts are paid out of the available assets of the advisor and distributor, and not by you or the funds. As a result, the total expense ratio of the funds will not be affected by any such payments.
 
 
44

 
 
Financial Highlights
 
Understanding the Financial Highlights
 
The tables on the next few pages itemize what contributed to the changes in share price during the most recently ended fiscal year. They also show the changes in share price for this period in comparison to changes over the last five fiscal years (or a shorter period if the share class is not five years old).
 
On a per-share basis, each table includes as appropriate
 
share price at the beginning of the period
investment income and capital gains or losses
distributions of income and capital gains paid to investors
share price at the end of the period
 
Each table also includes some key statistics for the period as appropriate
 
Total Return – the overall percentage of return of the fund, assuming the reinvestment of all distributions
Expense Ratio – the operating expenses of the fund as a percentage of average net assets
Net Income Ratio – the net investment income of the fund as a percentage of average net assets
Portfolio Turnover – the percentage of the fund’s investment portfolio that is replaced during the period
 
The Financial Highlights have been audited by PricewaterhouseCoopers LLP , independent registered public accounting firm. Their Report of Independent Registered Public Accounting Firm and the financial statements are included in the funds’ annual reports, which are available upon request.
 
 
45

 
 
Capital Preservation Fund
 
Investor Class
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $1.00       $1.00       $1.00       $1.00       $1.00  
Income From Investment Operations
                                       
   Net Investment Income (Loss)
    (1)     (1)     0.01       0.04       0.04  
Distributions
                                       
   From Net Investment Income
    (1)     (1)     (0.01 )     (0.04 )     (0.04 )
   From Net Realized Gains
    (1)     (1)                  
   Total Distributions
    (1)     (1)     (0.01 )     (0.04 )     (0.04 )
Net Asset Value, End of Period
    $1.00       $1.00       $1.00       $1.00       $1.00  
                                         
Total Return (2)
    0.01 %     0.01 %     0.91 %     3.90 %     4.59 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.17 %     0.28 %     0.49 %     0.47 %     0.48 %
Ratio of Operating Expenses
to Average Net Assets
(Before Expense Waiver)
    0.48 %     0.48 %     0.49 %     0.47 %     0.48 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    0.01 %     0.01 %     0.87 %     3.78 %     4.50 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Before Expense Waiver)
    (0.30 )%     (0.19 )%     0.87 %     3.78 %     4.50 %
Net Assets, End of Period
(in thousands)
    $2,913,219       $3,153,367       $3,568,285       $3,270,834       $2,656,986  
 
1
Per-share amount was less than $0.005.
2
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
 
 
46

 
 
Ginnie Mae Fund
 
Investor Class
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $10.76       $10.68       $10.40       $10.17       $10.11  
Income From Investment Operations
                                       
   Net Investment Income (Loss) (1)
    0.39       0.40       0.43       0.48       0.48  
   Net Realized and
   Unrealized Gain (Loss)
    0.13       0.14       0.30       0.25       0.08  
   Total From Investment
   Operations
    0.52       0.54       0.73       0.73       0.56  
Distributions
                                       
   From Net Investment Income
    (0.44 )     (0.46 )     (0.45 )     (0.50 )     (0.50 )
Net Asset Value, End of Period
    $10.84       $10.76       $10.68       $10.40       $10.17  
                                         
Total Return (2)
    4.90 %     5.12 %     7.22 %     7.39 %     5.69 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.53 %     0.54 %     0.53 %     0.52 %     0.57 %
Ratio of Operating Expenses
to Average Net Assets
(Before Expense Waiver)
    0.56 %     0.56 %     0.57 %     0.57 %     0.57 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    3.57 %     3.69 %     4.12 %     4.73 %     4.71 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Before Expense Waiver)
    3.54 %     3.67 %     4.08 %     4.68 %     4.71 %
Portfolio Turnover Rate
    100 %     171 %     330 %     338 %     410 %
Net Assets, End of Period
(in thousands)
    $1,382,165       $1,414,742       $1,336,491       $1,179,206       $1,219,743  
 
1
Computed using average shares outstanding throughout the period.
2
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
 
 
47

 
 
Ginnie Mae Fund
 
Institutional Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010
   
2009
   
2008 (1)
 
Per-Share Data
 
Net Asset Value, Beginning of Period
    $10.76       $10.68       $10.40       $10.11  
Income From Investment Operations
                               
   Net Investment Income (Loss) (2)
    0.41       0.42       0.45       0.25  
   Net Realized and Unrealized Gain (Loss)
    0.13       0.14       0.30       0.30  
   Total From Investment Operations
    0.54       0.56       0.75       0.55  
Distributions
                               
   From Net Investment Income
    (0.47 )     (0.48 )     (0.47 )     (0.26 )
Net Asset Value, End of Period
    $10.83       $10.76       $10.68       $10.40  
                                 
Total Return (3)
    5.02 %     5.33 %     7.44 %     5.45 %
                                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.33 %     0.34 %     0.33 %     0.29 % (4)
Ratio of Operating Expenses to Average
Net Assets (Before Expense Waiver)
    0.36 %     0.36 %     0.37 %     0.37 % (4)
Ratio of Net Investment Income
(Loss) to Average Net Assets
    3.77 %     3.89 %     4.32 %     4.86 % (4)
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Before Expense Waiver)
    3.74 %     3.87 %     4.28 %     4.78 % (4)
Portfolio Turnover Rate
    100 %     171 %     330 %     338 % (5)
Net Assets, End of Period
(in thousands)
    $12,313       $17,971       $8,016       $6,143  
 
1
September 28, 2007 (commencement of sale) through March 31, 2008.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2008.
 
 
48

 
 
Ginnie Mae Fund
 
A Class (1)
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $10.76       $10.68       $10.40       $10.17       $10.11  
Income From Investment Operations
                                       
   Net Investment Income (Loss) (2)
    0.36       0.37       0.40       0.46       0.45  
   Net Realized and
   Unrealized Gain (Loss)
    0.14       0.14       0.30       0.24       0.08  
   Total From Investment Operations
    0.50       0.51       0.70       0.70       0.53  
Distributions
                                       
   From Net Investment Income
    (0.42 )     (0.43 )     (0.42 )     (0.47 )     (0.47 )
Net Asset Value, End of Period
    $10.84       $10.76       $10.68       $10.40       $10.17  
                                         
Total Return (3)
    4.64 %     4.86 %     6.96 %     7.12 %     5.42 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.78 %     0.79 %     0.78 %     0.77 %     0.82 %
Ratio of Operating Expenses
to Average Net Assets
(Before Expense Waiver)
    0.81 %     0.81 %     0.82 %     0.82 %     0.82 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    3.32 %     3.44 %     3.87 %     4.48 %     4.46 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Before Expense Waiver)
    3.29 %     3.42 %     3.83 %     4.43 %     4.46 %
Portfolio Turnover Rate
    100 %     171 %     330 %     338 %     410 %
Net Assets, End of Period
(in thousands)
    $164,395       $158,819       $146,874       $95,323       $85,984  
 
1
Prior to March 1, 2010, the A Class was referred to as the Advisor Class.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day and do not reflect applicable sales charges. Total returns for periods less than one year are not annualized.
 
 
49

 
 
Ginnie Mae Fund
 
C Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010 (1)
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $10.76       $10.78  
Income From Investment Operations
               
   Net Investment Income (Loss) (2)
    0.28       0.02  
   Net Realized and Unrealized Gain (Loss)
    0.13       (0.01 )
   Total From Investment Operations
    0.41       0.01  
Distributions
               
   From Net Investment Income
    (0.33 )     (0.03 )
Net Asset Value, End of Period
    $10.84       $10.76  
                 
Total Return (3)
    3.87 %     0.08 %
                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses to Average Net Assets
    1.53 %     1.54 % (4)
Ratio of Operating Expenses to Average Net Assets
(Before Expense Waiver)
    1.56 %     1.56 % (4)
Ratio of Net Investment Income (Loss) to Average Net Assets
    2.57 %     2.72 % (4)
Ratio of Net Investment Income (Loss)
to Average Net Assets (Before Expense Waiver)
    2.54 %     2.70 % (4)
Portfolio Turnover Rate
    100 %     171 % (5)
Net Assets, End of Period (in thousands)
    $2,587       $25  
 
1
March 1, 2010 (commencement of sale) through March 31, 2010.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day and do not reflect applicable sales charges. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2010.
 
 
50

 
 
Ginnie Mae Fund
 
R Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010
   
2009
   
2008 (1)
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $10.76       $10.68       $10.40       $10.11  
Income From Investment Operations
                               
   Net Investment Income (Loss) (2)
    0.34       0.34       0.36       0.22  
   Net Realized and Unrealized Gain (Loss)
    0.12       0.14       0.32       0.29  
   Total From Investment Operations
    0.46       0.48       0.68       0.51  
Distributions
                               
   From Net Investment Income
    (0.39 )     (0.40 )     (0.40 )     (0.22 )
Net Asset Value, End of Period
    $10.83       $10.76       $10.68       $10.40  
                                 
Total Return (3)
    4.29 %     4.58 %     6.69 %     5.09 %
                                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    1.03 %     1.04 %     1.03 %     0.99 % (4)
Ratio of Operating Expenses
to Average Net Assets
(Before Expense Waiver)
    1.06 %     1.06 %     1.07 %     1.07 % (4)
Ratio of Net Investment Income
(Loss) to Average Net Assets
    3.07 %     3.19 %     3.62 %     4.19 % (4)
Ratio of Net Investment Income
(Loss) to Average Net Assets
(Before Expense Waiver)
    3.04 %     3.17 %     3.58 %     4.11 % (4)
Portfolio Turnover Rate
    100 %     171 %     330 %     338 % (5)
Net Assets, End of Period
(in thousands)
    $2,775       $1,820       $556       $26  
 
1
September 28, 2007 (commencement of sale) through March 31, 2008.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2008.
 
 
51

 
 
Government Bond Fund
 
Investor Class
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $11.02       $11.26       $11.05       $10.45       $10.33  
Income From Investment Operations
                                       
   Net Investment Income (Loss) (1)
    0.32       0.37       0.39       0.47       0.48  
   Net Realized and
   Unrealized Gain (Loss)
    0.13       (0.07 )     0.34       0.60       0.12  
   Total From Investment Operations
    0.45       0.30       0.73       1.07       0.60  
Distributions
                                       
   From Net Investment Income
    (0.34 )     (0.38 )     (0.40 )     (0.47 )     (0.48 )
   From Net Realized Gains
    (0.06 )     (0.16 )     (0.12 )            
   Total Distributions
    (0.40 )     (0.54 )     (0.52 )     (0.47 )     (0.48 )
Net Asset Value, End of Period
    $11.07       $11.02       $11.26       $11.05       $10.45  
                                         
Total Return (2)
    4.04 %     2.77 %     6.90 %     10.58 %     5.95 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.48 %     0.48 %     0.49 %     0.49 %     0.49 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    2.83 %     3.28 %     3.58 %     4.45 %     4.60 %
Portfolio Turnover Rate
    93 %     124 %     335 %     239 %     319 %
Net Assets, End of Period
(in thousands)
    $995,817       $988,435       $895,833       $662,104       $500,331  
 
1
Computed using average shares outstanding throughout the period.
2
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
 
 
52

 
 
Government Bond Fund
 
Institutional Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010 (1)
 
Per-Share Data
 
Net Asset Value, Beginning of Period
    $11.01       $11.07  
Income From Investment Operations
               
   Net Investment Income (Loss) (2)
    0.34       0.03  
   Net Realized and Unrealized Gain (Loss)
    0.14       (0.06 )
   Total From Investment Operations
    0.48       (0.03 )
Distributions
               
   From Net Investment Income
    (0.36 )     (0.03 )
   From Net Realized Gains
    (0.06 )      
   Total Distributions
    (0.42 )     (0.03 )
Net Asset Value, End of Period
    $11.07       $11.01  
                 
Total Return (3)
    4.34 %     (0.26 )%
                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses to Average Net Assets
    0.28 %     0.28 % (4)
Ratio of Net Investment Income (Loss) to Average Net Assets
    3.03 %     3.33 % (4)
Portfolio Turnover Rate
    93 %     124 % (5)
Net Assets, End of Period (in thousands)
    $27,492       $25  
 
1
March 1, 2010 (commencement of sale) through March 31, 2010.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2010.
 
 
53

 
 
Government Bond Fund
 
A Class (1)
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $11.02       $11.26       $11.05       $10.45       $10.33  
Income From Investment Operations
                                       
   Net Investment Income (Loss) (2)
    0.29       0.34       0.36       0.44       0.45  
   Net Realized and
   Unrealized Gain (Loss)
    0.13       (0.07 )     0.35       0.61       0.12  
   Total From Investment Operations
    0.42       0.27       0.71       1.05       0.57  
Distributions
                                       
   From Net Investment Income
    (0.31 )     (0.35 )     (0.38 )     (0.45 )     (0.45 )
   From Net Realized Gains
    (0.06 )     (0.16 )     (0.12 )            
   Total Distributions
    (0.37 )     (0.51 )     (0.50 )     (0.45 )     (0.45 )
Net Asset Value, End of Period
    $11.07       $11.02       $11.26       $11.05       $10.45  
                                         
Total Return (3)
    3.78 %     2.52 %     6.64 %     10.31 %     5.69 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.73 %     0.73 %     0.74 %     0.74 %     0.74 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    2.58 %     3.03 %     3.33 %     4.20 %     4.35 %
Portfolio Turnover Rate
    93 %     124 %     335 %     239 %     319 %
Net Assets, End of Period
(in thousands)
    $201,020       $191,437       $189,956       $105,512       $40,671  
 
1
Prior to March 1, 2010, the A Class was referred to as the Advisor Class.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day and do not reflect applicable sales charges. Total returns for periods less than one year are not annualized.
 
 
54

 
 
Government Bond Fund
 
C Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010 (1)
 
Per-Share Data
 
Net Asset Value, Beginning of Period
    $11.01       $11.07  
Income From Investment Operations
               
   Net Investment Income (Loss) (2)
    0.20       0.02  
   Net Realized and Unrealized Gain (Loss)
    0.14       (0.06 )
   Total From Investment Operations
    0.34       (0.04 )
Distributions
               
   From Net Investment Income
    (0.22 )     (0.02 )
   From Net Realized Gains
    (0.06 )      
   Total Distributions
    (0.28 )     (0.02 )
Net Asset Value, End of Period
    $11.07       $11.01  
                 
Total Return (3)
    3.10 %     (0.36 )%
                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses to Average Net Assets
    1.48 %     1.48 % (4)
Ratio of Net Investment Income (Loss) to Average Net Assets
    1.83 %     2.13 % (4)
Portfolio Turnover Rate
    93 %     124 % (5)
Net Assets, End of Period (in thousands)
    $1,134       $44  
 
1
March 1, 2010 (commencement of sale) through March 31, 2010.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day and do not reflect applicable sales charges. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2010.
 
 
55

 
 
Government Bond Fund
 
R Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010 (1)
 
Per-Share Data
 
Net Asset Value, Beginning of Period
    $11.01       $11.07  
Income From Investment Operations
               
   Net Investment Income (Loss) (2)
    0.26       0.02  
   Net Realized and Unrealized Gain (Loss)
    0.14       (0.05 )
   Total From Investment Operations
    0.40       (0.03 )
Distributions
               
   From Net Investment Income
    (0.28 )     (0.03 )
   From Net Realized Gains
    (0.06 )      
   Total Distributions
    (0.34 )     (0.03 )
Net Asset Value, End of Period
    $11.07       $11.01  
                 
Total Return (3)
    3.62 %     (0.32 )%
                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses to Average Net Assets
    0.98 %     0.98 % (4)
Ratio of Net Investment Income (Loss) to Average Net Assets
    2.33 %     2.63 % (4)
Portfolio Turnover Rate
    93 %     124 % (5)
Net Assets, End of Period (in thousands)
    $146       $25  
 
1
March 1, 2010 (commencement of sale) through March 31, 2010.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2010.
 
 
56

 
 
Inflation-Adjusted Bond Fund
 
Investor Class
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $11.52       $11.06       $11.72       $10.83       $10.73  
Income From Investment Operations
                                       
   Net Investment Income (Loss)
    0.31 (1)     0.40 (1)     0.17 (1)     0.62 (1)     0.38  
   Net Realized and
   Unrealized Gain (Loss)
    0.51       0.24       (0.35 )     0.85       0.11  
   Total From Investment Operations
    0.82       0.64       (0.18 )     1.47       0.49  
Distributions
                                       
   From Net Investment Income
    (0.26 )     (0.18 )     (0.40 )     (0.58 )     (0.38 )
   From Net Realized Gains
    (0.07 )                        
   From Tax Return of Capital
                (0.08 )           (0.01 )
   Total Distributions
    (0.33 )     (0.18 )     (0.48 )     (0.58 )     (0.39 )
Net Asset Value, End of Period
    $12.01       $11.52       $11.06       $11.72       $10.83  
                                         
Total Return (2)
    7.18 %     5.76 %     (1.51 )%     14.08 %     4.71 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.48 %     0.48 %     0.49 %     0.49 %     0.49 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    2.58 %     3.49 %     1.61 %     5.66 %     3.79 %
Portfolio Turnover Rate
    33 %     27 %     18 %     33 %     32 %
Net Assets, End of Period
(in thousands)
    $2,614,427       $2,266,660       $1,187,202       $892,596       $590,530  
 
1
Computed using average shares outstanding throughout the period.
2
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
 
 
57

 
 
Inflation-Adjusted Bond Fund
 
Institutional Class
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $11.52       $11.06       $11.71       $10.82       $10.73  
Income From Investment Operations
                                       
   Net Investment Income (Loss)
    0.34 (1)     0.41 (1)     0.16 (1)     0.64 (1)     0.42  
   Net Realized and
   Unrealized Gain (Loss)
    0.50       0.25       (0.32 )     0.85       0.09  
   Total From Investment Operations
    0.84       0.66       (0.16 )     1.49       0.51  
Distributions
                                       
   From Net Investment Income
    (0.28 )     (0.20 )     (0.41 )     (0.60 )     (0.42 )
   From Net Realized Gains
    (0.07 )                        
   From Tax Return of Capital
                (0.08 )            
   Total Distributions
    (0.35 )     (0.20 )     (0.49 )     (0.60 )     (0.42 )
Net Asset Value, End of Period
    $12.01       $11.52       $11.06       $11.71       $10.82  
                                         
Total Return (2)
    7.39 %     5.98 %     (1.32 )%     14.31 %     4.92 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.28 %     0.28 %     0.29 %     0.29 %     0.29 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    2.78 %     3.69 %     1.81 %     5.86 %     3.99 %
Portfolio Turnover Rate
    33 %     27 %     18 %     33 %     32 %
Net Assets, End of Period
(in thousands)
    $559,589       $407,799       $210,177       $165,872       $118,250  
 
1
Computed using average shares outstanding throughout the period.
2
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
 
 
58

 
 
Inflation-Adjusted Bond Fund
 
A Class (1)
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $11.49       $11.03       $11.70       $10.81       $10.73  
Income From Investment Operations
                                       
   Net Investment Income (Loss)
    0.27 (2)     0.37 (2)     0.18 (2)     0.60 (2)     0.36  
   Net Realized and
   Unrealized Gain (Loss)
    0.51       0.24       (0.38 )     0.84       0.10  
   Total From Investment Operations
    0.78       0.61       (0.20 )     1.44       0.46  
Distributions
                                       
   From Net Investment Income
    (0.23 )     (0.15 )     (0.39 )     (0.55 )     (0.36 )
   From Net Realized Gains
    (0.07 )                        
   From Tax Return of Capital
                (0.08 )           (0.02 )
   Total Distributions
    (0.30 )     (0.15 )     (0.47 )     (0.55 )     (0.38 )
Net Asset Value, End of Period
    $11.97       $11.49       $11.03       $11.70       $10.81  
                                         
Total Return (3)
    6.84 %     5.52 %     (1.73 )%     13.83 %     4.37 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.73 %     0.73 %     0.74 %     0.74 %     0.74 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    2.33 %     3.24 %     1.36 %     5.41 %     3.54 %
Portfolio Turnover Rate
    33 %     27 %     18 %     33 %     32 %
Net Assets, End of Period
(in thousands)
    $691,362       $709,931       $500,882       $488,645       $419,477  
 
1
Prior to March 1, 2010, the A Class was referred to as the Advisor Class.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day and do not reflect applicable sales charges. Total returns for periods less than one year are not annualized.
 
 
59

 
 
Inflation-Adjusted Bond Fund
 
C Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010 (1)
 
Per-Share Data
 
Net Asset Value, Beginning of Period
    $11.51       $11.51  
Income From Investment Operations
               
   Net Investment Income (Loss) (2)
    0.21       0.03  
   Net Realized and Unrealized Gain (Loss)
    0.49       (0.03 )
   Total From Investment Operations
    0.70        
Distributions
               
   From Net Investment Income
    (0.14 )      
   From Net Realized Gains
    (0.07 )      
   Total Distributions
    (0.21 )      
Net Asset Value, End of Period
    $12.00       $11.51  
                 
Total Return (3)
    6.11 %     0.00 %
                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses to Average Net Assets
    1.48 %     1.48 % (4)
Ratio of Net Investment Income (Loss) to Average Net Assets
    1.58 %     3.67 % (4)
Portfolio Turnover Rate
    33 %     27 % (5)
Net Assets, End of Period (in thousands)
    $5,159       $139  
 
1
March 1, 2010 (commencement of sale) through March 31, 2010.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day and do not reflect applicable sales charges. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2010.
 
 
60

 
 
Inflation-Adjusted Bond Fund
 
R Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010 (1)
 
Per-Share Data
 
Net Asset Value, Beginning of Period
    $11.52       $11.51  
Income From Investment Operations
               
   Net Investment Income (Loss) (2)
    0.26       0.04  
   Net Realized and Unrealized Gain (Loss)
    0.50       (0.03 )
   Total From Investment Operations
    0.76       0.01  
Distributions
               
   From Net Investment Income
    (0.20 )      
   From Net Realized Gains
    (0.07 )      
   Total Distributions
    (0.27 )      
Net Asset Value, End of Period
    $12.01       $11.52  
                 
Total Return (3)
    6.64 %     0.09 %
                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses to Average Net Assets
    0.98 %     0.98 % (4)
Ratio of Net Investment Income (Loss) to Average Net Assets
    2.08 %     4.17 % (4)
Portfolio Turnover Rate
    33 %     27 % (5)
Net Assets, End of Period (in thousands)
    $43       $25  
 
1
March 1, 2010 (commencement of sale) through March 31, 2010.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2010.
 
 
61

 
 
Short-Term Government Fund
 
Investor Class
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $9.72       $9.66       $9.65       $9.37       $9.32  
Income From Investment Operations
                                       
   Net Investment Income (Loss) (1)
    0.09       0.15       0.29       0.40       0.40  
   Net Realized and
   Unrealized Gain (Loss)
    0.07       0.07       0.01       0.29       0.06  
   Total From Investment Operations
    0.16       0.22       0.30       0.69       0.46  
Distributions
                                       
   From Net Investment Income
    (0.10 )     (0.16 )     (0.29 )     (0.41 )     (0.41 )
   From Net Realized Gains
    (0.05 )                        
   Total Distributions
    (0.15 )     (0.16 )     (0.29 )     (0.41 )     (0.41 )
Net Asset Value, End of Period
    $9.73       $9.72       $9.66       $9.65       $9.37  
                                         
Total Return (2)
    1.60 %     2.25 %     3.17 %     7.50 %     5.02 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.56 %     0.56 %     0.57 %     0.57 %     0.57 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    0.94 %     1.57 %     2.99 %     4.23 %     4.34 %
Portfolio Turnover Rate
    75 %     158 %     142 %     148 %     210 %
Net Assets, End of Period
(in thousands)
    $852,802       $991,464       $971,230       $1,105,947       $937,029  
 
1
Computed using average shares outstanding throughout the period.
2
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
 
 
62

 
 
Short-Term Government Fund
 
Institutional Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010 (1)
 
Per-Share Data
 
Net Asset Value, Beginning of Period
    $9.73       $9.76  
Income From Investment Operations
               
   Net Investment Income (Loss) (2)
    0.11       0.01  
   Net Realized and Unrealized Gain (Loss)
    0.06       (0.03 )
   Total From Investment Operations
    0.17       (0.02 )
Distributions
               
   From Net Investment Income
    (0.12 )     (0.01 )
   From Net Realized Gains
    (0.05 )      
   Total Distributions
    (0.17 )     (0.01 )
Net Asset Value, End of Period
    $9.73       $9.73  
                 
Total Return (3)
    1.70 %     (0.20 )%
                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses to Average Net Assets
    0.36 %     0.36 % (4)
Ratio of Net Investment Income (Loss) to Average Net Assets
    1.14 %     1.33 % (4)
Portfolio Turnover Rate
    75 %     158 % (5)
Net Assets, End of Period (in thousands)
    $131       $25  
 
1
March 1, 2010 (commencement of sale) through March 31, 2010.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2010.
 
 
63

 
 
Short-Term Government Fund
 
A Class (1)
 
 
For a Share Outstanding Throughout the Years Ended March 31
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Per-Share Data
 
Net Asset Value,
Beginning of Period
    $9.72       $9.66       $9.65       $9.37       $9.32  
Income From Investment Operations
                                       
   Net Investment Income (Loss) (2)
    0.07       0.13       0.24       0.38       0.38  
   Net Realized and
   Unrealized Gain (Loss)
    0.06       0.06       0.03       0.28       0.05  
   Total From Investment Operations
    0.13       0.19       0.27       0.66       0.43  
Distributions
                                       
   From Net Investment Income
    (0.07 )     (0.13 )     (0.26 )     (0.38 )     (0.38 )
   From Net Realized Gains
    (0.05 )                        
   Total Distributions
    (0.12 )     (0.13 )     (0.26 )     (0.38 )     (0.38 )
Net Asset Value, End of Period
    $9.73       $9.72       $9.66       $9.65       $9.37  
                                         
Total Return (3)
    1.35 %     2.00 %     2.91 %     7.23 %     4.76 %
                                         
Ratios/Supplemental Data
 
Ratio of Operating Expenses
to Average Net Assets
    0.81 %     0.81 %     0.82 %     0.82 %     0.82 %
Ratio of Net Investment Income
(Loss) to Average Net Assets
    0.69 %     1.32 %     2.74 %     3.98 %     4.09 %
Portfolio Turnover Rate
    75 %     158 %     142 %     148 %     210 %
Net Assets, End of Period
(in thousands)
    $47,692       $74,654       $65,170       $32,379       $27,541  
 
1
Prior to March 1, 2010, the A Class was referred to as the Advisor Class.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day and do not reflect applicable sales charges. Total returns for periods less than one year are not annualized.
 
 
64

 
 
Short-Term Government Fund
 
C Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010 (1)
 
Per-Share Data
 
Net Asset Value, Beginning of Period
    $9.73       $9.76  
Income From Investment Operations
               
   Net Investment Income (Loss) (2)
    (0.01 )     (3)
   Net Realized and Unrealized Gain (Loss)
    0.06       (0.03 )
   Total From Investment Operations
    0.05       (0.03 )
Distributions
               
   From Net Investment Income
    (3)     (3)
   From Net Realized Gains
    (0.05 )      
   Total Distributions
    (0.05 )      
Net Asset Value, End of Period
    $9.73       $9.73  
                 
Total Return (4)
    0.53 %     (0.30 )%
                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses to Average Net Assets
    1.56 %     1.56 % (5)
Ratio of Net Investment Income (Loss) to Average Net Assets
    (0.06 )%     0.13 % (5)
Portfolio Turnover Rate
    75 %     158 % (6)
Net Assets, End of Period (in thousands)
    $722       $25  
 
1
March 1, 2010 (commencement of sale) through March 31, 2010.
2
Computed using average shares outstanding throughout the period.
3
Per-share amount was less than $0.005.
4
Total returns are calculated based on the net asset value of the last business day and do not reflect applicable sales charges. Total returns for periods less than one year are not annualized.
5
Annualized.
6
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2010.
 
 
65

 
 
Short-Term Government Fund
 
R Class
 
 
For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
 
   
2011
   
2010 (1)
 
Per-Share Data
 
Net Asset Value, Beginning of Period
    $9.73       $9.76  
Income From Investment Operations
               
   Net Investment Income (Loss) (2)
    0.04       0.01  
   Net Realized and Unrealized Gain (Loss)
    0.06       (0.03 )
   Total From Investment Operations
    0.10       (0.02 )
Distributions
               
   From Net Investment Income
    (0.05 )     (0.01 )
   From Net Realized Gains
    (0.05 )      
   Total Distributions
    (0.10 )     (0.01 )
Net Asset Value, End of Period
    $9.73       $9.73  
                 
Total Return (3)
    0.99 %     (0.26 )%
                 
Ratios/Supplemental Data
 
Ratio of Operating Expenses to Average Net Assets
    1.06 %     1.06 % (4)
Ratio of Net Investment Income (Loss) to Average Net Assets
    0.44 %     0.63 % (4)
Portfolio Turnover Rate
    75 %     158 % (5)
Net Assets, End of Period (in thousands)
    $25       $25  
 
1
March 1, 2010 (commencement of sale) through March 31, 2010.
2
Computed using average shares outstanding throughout the period.
3
Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
4
Annualized.
5
Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2010.
 
 
66

 
 
Fund Reference
Fund Code
Newspaper Listing
Capital Preservation Fund
   
Investor Class
901
AmC CapPr
Ginnie Mae Fund
   
Investor Class
970
GinnieMae
Institutional Class
370
GinnieMae
A Class
770
GinnieMae
C Class
1270
GinnieMae
R Class
270
GinnieMae
Government Bond Fund
   
Investor Class
950
GovBnd
Institutional Class
1150
GovBnd
A Class
750
GovBnd
C Class
1250
GovBnd
R Class
1050
GovBnd
Inflation-Adjusted Bond Fund
   
Investor Class
975
InfAdjBd
Institutional Class
375
InfAdjBd
A Class
775
InfAdjBd
C Class
1275
InfAdjBd
R Class
1075
InfAdjBd
Short-Term Government Fund
   
Investor Class
023
SGov
Institutional Class
1123
SGov
A Class
723
SGov
C Class
1223
SGov
R Class
1023
SGov
 
 
67

 
 
Notes
 
 
68

 
 
Notes

 
69

 
 
Where to Find More Information
 
Annual and Semiannual Reports
 
Additional information about each fund’s investments is available in the fund’s annual and semiannual reports to shareholders. In each fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the fund’s performance during its last fiscal year. This prospectus incorporates by reference the Report of Independent Registered Public Accounting Firm and the financial statements included in each fund’s annual report to shareholders dated March 31, 2011.
 
Statement of Additional Information (SAI)
 
The SAI contains a more detailed legal description of the funds’ operations, investment restrictions, policies and practices. The SAI is incorporated by reference into this prospectus. This means that it is legally part of this prospectus, even if you don’t request a copy.
 
You may obtain a free copy of the SAI, annual reports and semiannual reports, and you may ask questions about the funds or your accounts, online at americancentury.com, by contacting American Century Investments at the addresses or telephone numbers listed below or by contacting your financial intermediary.
 
The SEC
 
You also can get information about the funds (including the SAI) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to provide copies of this information.
 
In person
SEC Public Reference Room
Washington, D.C.
Call 202-551-8090 for location and hours.
   
On the Internet
• EDGAR database at sec.gov
• By email request at publicinfo@sec.gov
   
By mail
SEC Public Reference Section
Washington, D.C. 20549-1520
 
This prospectus shall not constitute an offer to sell securities of a fund in any state, territory, or other jurisdiction where the funds’ shares have not been registered or qualified for sale, unless such registration or qualification is not required, or under any circumstances in which such offer or solicitation would be unlawful.
 
Investment Company Act File No. 811-4363
 
 
 
American Century Investments
americancentury.com
 
 
Retail Investors
P.O. Box 419200
Kansas City, Missouri 64141-6200
1-800-345-2021 or 816-531-5575
Financial Professionals
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-345-6488


CL-PRS-71935  1108
 
 
 

 

 
August 1, 2011
 
American Century Investments
Statement of Additional Information
 
American Century Government Income Trust
 

 
Capital Preservation Fund
Investor Class (CPFXX)
 
 
Ginnie Mae Fund
Investor Class (BGNMX)
Institutional Class (AGMNX)
A Class (BGNAX)
C Class (BGNCX)
R Class (AGMWX)
 
 
Government Bond Fund
Investor Class (CPTNX)
Institutional Class (ABTIX)
A Class (ABTAX)
C Class (ABTCX)
R Class (ABTRX)
 
 
Inflation-Adjusted Bond Fund
Investor Class (ACITX)
Institutional Class (AIANX)
A Class (AIAVX)
C Class (AINOX)
R Class (AIARX)
 
 
Short-Term Government Fund
Investor Class (TWUSX)
Institutional Class (TWUOX)
A Class (TWAVX)
C Class (TWACX)
R Class TWARX)
 
 

 
This statement of additional information adds to the discussion in the funds’ prospectus dated
August 1, 2011, but is not a prospectus. The statement of additional information should be
read in conjunction with the funds’ current prospectus. If you would like a copy of a
prospectus, please contact us at the address or telephone numbers listed on the
back cover or visit American Century Investments’ Web site at americancentury.com.
 
This statement of additional information incorporates by reference certain
information that appears in the funds’ annual reports, which
are delivered to all investors. You may obtain a free copy of the
funds’ annual reports by calling 1-800-345-2021.
 
 
 

 


 
 
 
 
 
 
 
©2011 American Century Proprietary Holdings, Inc. All rights reserved
 
 
 

 
 
Table of Contents
 
The Funds’ History
2
Fund Investment Guidelines
3
Capital Preservation
3
Ginnie Mae
3
Government Bond
4
Inflation-Adjusted Bond
4
Short-Term Government
5
Fund Investments and Risks
5
Investment Strategies and Risks
5
Investment Policies
20
Temporary Defensive Measures
22
Portfolio Turnover
22
Disclosure of Portfolio Holdings
23
Management
27
Board of Trustees
27
Officers
33
Code of Ethics
33
Proxy Voting Guidelines
34
The Funds’ Principal Shareholders
35
Service Providers
35
Investment Advisor
35
Portfolio Managers
38
Transfer Agent and Administrator
41
Sub-Administrator
41
Distributor
41
Custodian Banks
42
Independent Registered Public Accounting Firm
42
Brokerage Allocation
42
Regular Broker-Dealers
44
Information About Fund Shares
44
Multiple Class Structure
45
Valuation of a Fund’s Securities
47
Taxes
49
Federal Income Tax
49
State and Local Taxes
50
Financial Statements
50
   
Appendix A – Principal Shareholders
A-1
Appendix B – Sales Charges and Payments to Dealers
B-1
Appendix C – Buying and Selling Fund Shares
C-1
Appendix D – Explanation of Fixed-Income Securities Ratings
D-1
 
 
1

 
 
The Funds’ History
 
American Century Government Income Trust is a registered, open-end management investment company that was organized as a Massachusetts business trust on July 24, 1985. Until January 1997, it was known as Benham Government Income Trust. Throughout this statement of additional information we refer to American Century Government Income Trust as the trust.
 
For accounting and performance purposes, Government Bond is the post-reorganization successor to the American Century Treasury Fund.
 
Each fund described in this statement of additional information is a separate series of the trust and operates for many purposes as if it were an independent company. Each fund has its own investment objective, strategy, management team, assets, and tax identification and stock registration numbers.
 
Fund
Ticker Symbol
Inception Date
Capital Preservation
   
Investor Class
CPFXX
10/13/1972
Ginnie Mae
   
Investor Class
BGNMX
09/23/1985
Institutional Class
AGMNX
09/28/2007
A Class
BGNAX
10/09/1997
C Class
BGNCX
03/01/2010
R Class
AGMWX
09/28/2007
Government Bond
   
Investor Class
CPTNX
05/16/1980
Institutional Class
ABTIX
03/01/2010
A Class
ABTAX
10/09/1997
C Class
ABTCX
03/01/2010
R Class
ABTRX
03/01/2010
Inflation-Adjusted Bond
   
Investor Class
ACITX
02/10/1997
Institutional Class
AIANX
10/01/2002
A Class
AIAVX
06/15/1998
C Class
AINOX
03/01/2010
R Class
AIARX
03/01/2010
Short-Term Government
   
Investor Class
TWUSX
12/15/1982
Institutional Class
TWUOX
03/01/2010
A Class
TWAVX
07/08/1998
C Class
TWACX
03/01/2010
R Class
TWARX
03/01/2010
 
 
2

 
 
Fund Investment Guidelines
 
This section explains the extent to which the funds’ advisor, American Century Investment Management, Inc., can use various investment vehicles and strategies in managing a fund’s assets. Descriptions of the investment techniques and risks associated with each appear in the section, Investment Strategies and Risks , page 5. In the case of the funds’ principal investment strategies, these descriptions elaborate upon the discussion contained in the prospectus.
 
Each fund (except the money market fund) is diversified as defined in the Investment Company Act of 1940 (the Investment Company Act). Diversified means that, with respect to 75% of its total assets, each fund will not invest more than 5% of its total assets in the securities of a single issuer or own more than 10% of the outstanding voting securities of a single issuer (other than U.S. government securities and securities of other investment companies).
 
The money market fund, Capital Preservation, operates pursuant to Rule 2a-7 under the Investment Company Act, which permits the valuation of portfolio securities on the basis of amortized cost. To rely on Rule 2a-7, the fund must comply with the definition of diversified under the rule.
 
To meet federal tax requirements for qualification as a regulated investment company, each fund must limit its investments so that at the close of each quarter of its taxable year (1) no more than 25% of its total assets are invested in the securities of a single issuer (other than the U.S. government or a regulated investment company); and (2) with respect to at least 50% of its total assets, no more than 5% of its total assets are invested in the securities of a single issuer (other than the U.S. government or a regulated investment company) and it does not own more than 10% of the outstanding voting securities of a single issuer.
 
Capital Preservation
 
Capital Preservation is a money market fund that seeks maximum safety and liquidity. Its secondary objective is to seek to pay its shareholders the highest rate of return on their investment in Capital Preservation consistent with safety and liquidity. Capital Preservation pursues its investment objectives by investing exclusively in short-term U.S. Treasury securities guaranteed by the direct full faith and credit pledge of the U.S. government. Capital Preservation’s dollar-weighted average portfolio maturity will not exceed 60 days and its weighted average life will not exceed 120 days.
 
While the risks associated with investing in short-term U.S. Treasury securities are very low, an investment in Capital Preservation is not risk-free.
 
Money market funds seeks to maintain a $1.00 share price, although there is no guarantee they will be able to do so. Shares of the money market fund are neither insured nor guaranteed by the U.S. government.
 
Ginnie Mae
 
The Ginnie Mae Fund seeks high current income while maintaining liquidity and safety of principal by investing primarily in GNMA certificates. Under normal market conditions, the fund invests at least 80% of its assets in certificates issued by the Government National Mortgage Association (GNMA).
 
Ginnie Mae certificates represent interests in pools of mortgage loans and in the cash flows from those loans. These certificates are guaranteed by the GNMA and are backed by the full faith and credit of the U.S. government as to the timely payment of interest and repayment of principal. This means that the Ginnie Mae Fund receives its share of interest and principal payments owed on the underlying pool of mortgage loans, regardless of whether borrowers make their scheduled mortgage payments.
 
The fund also may buy securities issued by the U.S. government and its agencies and instrumentalities, including mortgage-backed securities issued by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), among others. The U.S. government provides varying levels of financial support to these agencies and instrumentalities. For temporary defensive purposes, the Ginnie Mae Fund may invest 100% of its assets in these securities.
 
A unique feature of mortgage-backed securities, such as GNMA certificates, is that their principal is scheduled to be paid back gradually for the duration of the loan rather than in one lump sum at maturity. Investors (such as those investing in the Ginnie Mae Fund) receive scheduled monthly payments of principal and interest, but they also may receive unscheduled prepayments of principal on the underlying mortgages. See Mortgage-Related Securities on page 11 for a discussion of prepayment risk.
 
 
3

 
 
Government Bond
 
Government Bond seeks to provide a high level of current income under normal market conditions. Government Bond pursues its investment objective by investing at least 80% of its assets in securities issued or guaranteed by agencies and instrumentalities of the U.S. government, including mortgage-backed securities. It may invest in U.S. Treasury bills, bonds, notes and zero-coupon securities, all of which are backed by the direct full faith and credit pledge of the U.S. government. It also may invest in securities issued by agencies and instrumentalities of the U.S. government other than the U.S. Treasury. The U.S. government provides varying levels of financial support to these agencies. Government Bond invests in securities of all maturity ranges and is not limited to a specific weighted average portfolio maturity range. Government Bond’s weighted average portfolio maturity varies as determined by the portfolio managers, taking into consideration market conditions and other relevant factors.
 
Inflation-Adjusted Bond
 
Inflation-Adjusted Bond pursues its investment objective by investing in inflation-indexed securities. These securities include inflation-indexed Treasury securities that are backed by the full faith and credit of the U.S. government and indexed or otherwise structured by the U.S. Treasury to provide protection against inflation. Inflation-indexed securities may be issued by the U.S. Treasury in the form of notes or bonds. The fund also may invest in inflation-indexed securities issued by U.S. government agencies and instrumentalities other than the U. S. Treasury. In addition, the fund may invest in inflation-indexed securities issued by entities other than the U.S. Treasury or the U.S. government and its agencies and instrumentalities, such as corporations. Under normal market conditions the fund invests at least 80% of its assets in inflation-adjusted debt securities. The fund may invest up to 20% of its assets in traditional U.S. Treasury, U.S. government agency or other non-U.S. government securities that are not inflation-indexed, and in derivative instruments such as options, futures contracts, options on futures contracts, and swap agreements (including, but not limited to, inflation swap agreements and credit default swap agreements), or in mortgage- or asset-backed securities, provided that such investments are in keeping with the fund’s investment objective.
 
Inflation-Adjusted Bond also may invest in U.S. Treasury securities that are not indexed to inflation for liquidity and total return purposes, or if at any time the portfolio managers believe there is an inadequate supply of appropriate inflation-indexed securities in which to invest or when such investments are required as a temporary defensive measure. Inflation-Adjusted Bond’s portfolio may consist of any combination of these securities consistent with investment strategies employed by the advisor. While Inflation-Adjusted Bond seeks to provide a measure of inflation protection to its investors, there is no assurance that the fund will provide less risk than a fund investing in conventional fixed-principal securities.
 
There are no maturity or duration restrictions for the securities in which Inflation-Adjusted Bond may invest. The U.S. Treasury has issued inflation-indexed Treasury securities with five-year, 10-year, 20-year and 30-year maturities.
 
The fund does not invest in securities issued by companies assigned the Global Industry Classification Standard (GICS) for the tobacco industry. If the issuer of a security purchased by the fund is subsequently found to be classified in the tobacco industry (due to acquisition, merger or otherwise), the fund will sell the security as soon as reasonably possible.
 
Inflation-Adjusted Bond may be appropriate for investors who are seeking to protect all or a part of their investment portfolio from the effects of inflation.
 
Traditional fixed-principal notes and bonds pay a stated return or rate of interest in dollars and are redeemed at their par amount. Inflation during the period that the securities are outstanding will diminish the future purchasing power of these dollars. Inflation-Adjusted Bond is designed to serve as a vehicle to protect against this diminishing effect.
 
Inflation-Adjusted Bond is designed to provide total return consistent with an investment in inflation-indexed securities. Inflation-Adjusted Bond’s yield will reflect both the inflation-adjusted interest income and the inflation adjustment to principal, which are features of inflation-indexed securities. The current income generated by Inflation-Adjusted Bond will vary with month-to-month changes in the Consumer Price Index and may be substantially more or substantially less than traditional fixed-principal securities.
 
There are special investment risks, particularly share price volatility and potential adverse tax consequences, associated with investment in inflation-indexed securities. These risks are described in the section titled Investment Strategies and Risks on page 5. You should read that section carefully to make sure you understand the nature of Inflation-Adjusted Bond before you invest in the fund.
 
 
4

 
 
Short-Term Government
 
Short-Term Government seeks to provide investors with a high level of current income while maintaining safety of principal. Short-Term Government pursues this objective by investing primarily in securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including mortgage-backed, asset-backed and other securities in keeping with its investment objectives. Under normal conditions, the portfolio managers invest at least 80% of Short-Term Government’s assets in securities of the U.S. government and its agencies and instrumentalities and maintain a weighted average maturity of three years or less. The portfolio managers may invest up to 20% of the fund’s total assets in investment-grade debt securities of U.S. companies.
 
Fund Investments and Risks
 
Investment Strategies and Risks
 
This section describes investment vehicles and techniques the portfolio managers can use in managing a fund’s assets. It also details the risks associated with each, because each investment vehicle and technique contributes to a fund’s overall risk profile.
 
Asset-Backed Securities (ABS) (Ginnie Mae, Government Bond,
 
Inflation-Adjusted Bond and Short-Term Government only)
 
ABS are structured like mortgage-backed securities, but instead of mortgage loans or interest in mortgage loans, the underlying assets may include, for example, such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, home equity loans, student loans, small business loans, and receivables from credit card agreements. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited. The value of an ABS is affected by changes in the market’s perception of the assets backing the security, the creditworthiness of the servicing agent for the loan pool, the originator of the loans, or the financial institution providing any credit enhancement.
 
Payments of principal and interest passed through to holders of ABS are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or a priority to certain of the borrower’s other securities. The degree of credit enhancement varies, and generally applies to only a fraction of the asset-backed security’s par value until exhausted. If the credit enhancement of an ABS held by the fund has been exhausted, and if any required payments of principal and interest are not made with respect to the underlying loans, the fund may experience losses or delays in receiving payment.
 
Some types of ABS may be less effective than other types of securities as a means of “locking in” attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments resulting from declines in interest rates. These prepayments would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the fund.
 
The risks of investing in ABS are ultimately dependent upon the repayment of loans by the individual or corporate borrowers. Although the fund would generally have no recourse against the entity that originated the loans in the event of default by a borrower, ABS typically are structured to mitigate this risk of default.
 
Asset-backed securities are generally issued in more than one class, each with different payment terms. Multiple class asset-backed securities may be used as a method of providing credit support through creation of one or more classes whose right to payments is made subordinate to the right to such payments of the remaining class or classes. Multiple classes also may permit the issuance of securities with payment terms, interest rates or other characteristics differing both from those of each other and from those of the underlying assets. Examples include so-called strips (asset-backed securities entitling the holder to disproportionate interests with respect to the allocation of interest and principal of the assets backing the security), and securities with classes having characteristics such as floating interest rates or scheduled amortization of principal.
 
 
5

 
 
Corporate Debt Securities
 
Short-Term Government may invest up to 20% of its assets in investment-grade debt securities of U.S. companies, including mortgage-backed, asset-backed and other securities, when the portfolio managers believe such securities represent an attractive investment for the fund. Inflation-Adjusted Bond also may invest in debt securities issued by corporations. The value of the debt securities in which the funds may invest will fluctuate based upon changes in interest rates and the credit quality of the issuer. Corporate debt securities will be limited to investment-grade obligations. Investment grade means that at the time of purchase, such obligations are rated within the four highest categories by a nationally recognized statistical rating organization (for example, at least Baa by Moody’s Investors Service, Inc. or BBB by Standard & Poor’s Corporation), or, if not rated, are of equivalent investment quality as determined by the fund’s advisor. According to Moody’s, bonds rated Baa are medium-grade and possess some speculative characteristics. A BBB rating by S&P indicates S&P’s belief that a security exhibits a satisfactory degree of safety and capacity for repayment, but is more vulnerable to adverse economic conditions and changing circumstances.
 
The value of a fund’s investments in corporate debt securities will change as prevailing interest rates change. In general, the prices of such securities vary inversely with interest rates. As prevailing interest rates fall, the prices of bonds and other securities that trade on a yield basis generally rise. When prevailing interest rates rise, bond prices generally fall. Depending upon the particular amount and type of fixed-income securities holdings of a fund, these changes may impact the net asset value of the fund’s shares.
 
Derivative Securities
 
To the extent permitted by its investment objectives and policies, each fund may invest in securities that are commonly referred to as derivative securities. Generally, a derivative security is a financial arrangement, the value of which is based on, or derived from, a traditional security, asset, or market index.
 
Certain derivative securities may be described as structured investments. A structured investment is a security whose value or performance is linked to an underlying index or other security or asset class. Structured investments include asset-backed securities (ABS), commercial and residential mortgage-backed securities (MBS and CMBS), and collateralized mortgage obligations (CMO), which are described more fully below. Structured investments also include securities backed by other types of collateral. Structured investments involve the transfer of specified financial assets to a special purpose entity, generally a corporation or trust, or the deposit of financial assets with a custodian; and the issuance of securities or depositary receipts backed by, or representing interests in, those assets.
 
Some structured investments are individually negotiated agreements or are traded over the counter. Structured investments may be organized and operated to restructure the investment characteristics of the underlying security. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Structured securities are subject to such risks as the inability or unwillingness of the issuers of the underlying securities to repay principal and interest, and requests by the issuers of the underlying securities to reschedule or restructure outstanding debt and to extend additional loan amounts.
 
Some derivative securities, such as mortgage-related and other asset-backed securities, are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities.
 
There are many different types of derivative securities and many different ways to use them. Futures and options are commonly used for traditional hedging purposes to attempt to protect a fund from exposure to changing interest rates, securities prices or currency exchange rates, and for cash management purposes as a low-cost method of gaining exposure to a particular securities market without investing directly in those securities.
 
The return on a derivative security may increase or decrease, depending upon changes in the reference index or instrument to which it relates.
 
 
6

 
 
There is a range of risks associated with investments in derivative securities, including:
 
the risk that the underlying security, interest rate, market index or other financial asset will not move in the direction the portfolio managers anticipate or that the value of the structured or derivative security will not move or react to changes in the underlying security, interest rate, market index or other financial asset as anticipated;
the possibility that there may be no liquid secondary market, or the possibility that price fluctuation limits may be imposed by the exchange, either of which may make it difficult or impossible to close out a position when desired;
the risk that adverse price movements in an instrument can result in a loss substantially greater than a fund’s initial investment; and
the risk that the counterparty will fail to perform its obligations.
 
A fund may not invest in a derivative security unless the reference index or the instrument to which it relates is an eligible investment for the fund. A fund may not invest in a derivative security if its credit, interest rate, liquidity, counterparty and other risks associated with ownership of the security are outside acceptable limits set forth in the fund’s prospectus. The funds’ Board of Trustees has reviewed the advisor’s policy regarding investments in derivative securities. That policy specifies factors that must be considered in connection with a purchase of derivative securities and provides, among other things, that a fund may not invest in a derivative security if it would be possible for a fund to lose more money than the notional value of the investment. The policy also establishes a committee that must review certain proposed purchases before the purchases can be made. The advisor will report on fund activity in derivative securities to the Board of Trustees as necessary.
 
Foreign Securities
 
Inflation-Adjusted Bond may invest in U.S. dollar-denominated securities of foreign issuers, including foreign governments and corporations, when these securities meet its standards of selection. Securities of foreign issuers may or may not be inflation-linked, and may trade in U.S. or foreign securities markets. Securities of foreign issuers may be less liquid, more volatile and harder to value than U.S. securities.
 
Investments in securities of foreign issuers may present certain risks, including:
 
Social, Political and Economic Risk – The economies of the countries in which the fund invests may be subject to significantly different forces. Political or social instability, expropriation, nationalization, confiscatory taxation and limitations on the removal of funds or other assets also could adversely affect the value of investments. Further, the fund may find it difficult or be unable to enforce ownership rights, pursue legal remedies or obtain judgments in foreign courts.
 
Regulatory Risk – Foreign companies generally are not subject to the regulatory controls imposed on U.S. issuers and, in general, there is less publicly available information about foreign securities than is available about domestic securities. Many foreign companies are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to domestic companies and there may be less stringent investor protection and disclosure standards in some foreign markets. Income from foreign securities owned by the fund may be reduced by a withholding tax at the source, which would reduce dividend income payable to shareholders.
 
Futures and Options
 
The funds, other than Capital Preservation, may enter into futures contracts, options or options on futures contracts. The funds may not, however, enter into a futures transaction for speculative purposes. Generally, futures transactions will be used to:
 
protect against a decline in market value of a fund’s securities (taking a short futures position), or
protect against the risk of an increase in market value for securities in which a fund generally invests at a time when a fund is not fully invested (taking a long futures position), or
provide a temporary substitute for the purchase of an individual security that may be purchased in an orderly fashion.
 
Some futures and options strategies, such as selling futures, buying puts and writing calls, hedge a fund’s investments against price fluctuations. Other strategies, such as buying futures, writing puts and buying calls, tend to increase market exposure.
 
 
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Although other techniques may be used to control a fund’s exposure to market fluctuations, the use of futures contracts may be a more effective means of hedging this exposure. While a fund pays brokerage commissions in connection with opening and closing out futures positions, these costs are lower than the transaction costs incurred in the purchase and sale of the underlying securities.
 
For example, the sale of a future by a fund means the fund becomes obligated to deliver the security (or securities, in the case of an index future) at a specified price on a specified date. The purchase of a future means the fund becomes obligated to buy the security (or securities) at a specified price on a specified date. Futures contracts provide for the sale by one party and purchase by another party of a specific security at a specified future time and price. The portfolio managers may engage in futures and options transactions based on securities indices that are consistent with a fund’s investment objective. An example of an index that may be used is the S&P 500® Index for equity funds. The managers also may engage in futures and options transactions based on specific securities, such as U.S. Treasury bonds or notes. Futures contracts are traded on national futures exchanges. Futures exchanges and trading are regulated under the Commodity Exchange Act by the Commodity Futures Trading Commission (CFTC), a U.S. government agency.
 
Index futures contracts differ from traditional futures contracts in that when delivery takes place, no stocks or bonds change hands. Instead, these contracts settle in cash at the spot market value of the index. Although other types of futures contracts by their terms call for actual delivery or acceptance of the underlying securities, in most cases the contracts are closed out before the settlement date. A futures position may be closed by taking an opposite position in an identical contract (i.e., buying a contract that has previously been sold or selling a contract that has previously been bought).
 
Unlike when a fund purchases or sells a bond, no price is paid or received by the fund upon the purchase or sale of the future. Initially, a fund will be required to deposit an amount of cash or securities equal to a varying specified percentage of the contract amount. This amount is known as initial margin. The margin deposit is intended to ensure completion of the contract (delivery or acceptance of the underlying security) if it is not terminated prior to the specified delivery date. A margin deposit does not constitute a margin transaction for purposes of a fund’s investment restrictions. Minimum initial margin requirements are established by the futures exchanges and may be revised. In addition, brokers may establish margin deposit requirements that are higher than the exchange minimums. Cash held in the margin account generally is not income-producing. However, coupon-bearing securities, such as Treasury bills and bonds, held in major accounts generally will earn income. Subsequent payments, called variation margin, to and from the broker will be made on a daily basis as the price of the underlying debt securities or index fluctuates, making the future more or less valuable, a process known as marking the contract to market. Changes in variation margin are recorded by a fund as unrealized gains or losses. At any time prior to expiration of the future, a fund may elect to close the position by taking an opposite position that will operate to terminate its position in the future. A final determination of variation margin is then made, additional cash is required to be paid by or released to the fund, and the fund realizes a loss or gain.
 
Risks Related to Futures and Options Transactions
 
Futures and options prices can be volatile, and trading in these markets involves certain risks. If the portfolio managers apply a hedge at an inappropriate time or judge interest rate or equity market trends incorrectly, futures and options strategies may lower a fund’s return.
 
A fund could suffer losses if it is unable to close out its position because of an illiquid secondary market. Futures contracts may be closed out only on an exchange that provides a secondary market for these contracts, and there is no assurance that a liquid secondary market will exist for any particular futures contract at any particular time. Consequently, it may not be possible to close a futures position when the portfolio managers consider it appropriate or desirable to do so. In the event of adverse price movements, a fund would be required to continue making daily cash payments to maintain its required margin. If the fund had insufficient cash, it might have to sell portfolio securities to meet daily margin requirements at a time when the portfolio managers would not otherwise elect to do so. In addition, a fund may be required to deliver or take delivery of instruments underlying futures contracts it holds. The portfolio managers will seek to minimize these risks by limiting the contracts entered into on behalf of the funds to those traded on national futures exchanges and for which there appears to be a liquid secondary market.
 
 
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A fund could suffer losses if the prices of its futures and options positions were poorly correlated with its other investments, or if securities underlying futures contracts purchased by a fund had different maturities than those of the portfolio securities being hedged. Such imperfect correlation may give rise to circumstances in which a fund loses money on a futures contract at the same time that it experiences a decline in the value of its hedged portfolio securities. A fund also could lose margin payments it has deposited with a margin broker, if, for example, the broker became bankrupt.
 
Most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of the trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond the limit. However, the daily limit governs only price movement during a particular trading day and, therefore, does not limit potential losses. In addition, the daily limit may prevent liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.
 
Options on Futures
 
By purchasing an option on a futures contract, a fund obtains the right, but not the obligation, to sell the futures contract (a put option) or to buy the contract (a call option) at a fixed strike price. A fund can terminate its position in a put option by allowing it to expire or by exercising the option. If the option is exercised, the fund completes the sale of the underlying security at the strike price. Purchasing an option on a futures contract does not require a fund to make margin payments unless the option is exercised.
 
Some funds may write (or sell) call options that obligate them to sell (or deliver) the option’s underlying instrument upon exercise of the option. While the receipt of option premiums would mitigate the effects of price declines, a fund would give up some ability to participate in a price increase on the underlying security. If a fund were to engage in options transactions, it would own the futures contract at the time a call was written and would keep the contract open until the obligation to deliver it pursuant to the call expired.
 
Restrictions on the Use of Futures Contracts and Options
 
Each fund (other than Capital Preservation) may enter into futures contracts, options or options on futures contracts as permitted under the Commodity Futures Trading Commission rules. The funds have claimed exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and, therefore, are not subject to registration or regulation as commodity pool operators under that Act. To the extent required by law, each fund will segregate cash, cash equivalents or other appropriate liquid securities on its records in an amount sufficient to cover its obligations under the futures contracts and options.
 
Inflation-Indexed Securities
 
The funds may purchase inflation-indexed securities issued by the U.S. Treasury, U.S. government agencies and instrumentalities other than the U.S. Treasury, and (except the money market fund) entities other than the U.S. Treasury or U.S. government agencies and instrumentalities.
 
Inflation-indexed securities are designed to offer a return linked to inflation, thereby protecting future purchasing power of the money invested in them. However, inflation-indexed securities provide this protected return only if held to maturity. In addition, inflation-indexed securities may not trade at par value. Real interest rates (the market rate of interest less the anticipated rate of inflation) change over time as a result of many factors, such as what investors are demanding as a true value for money. When real rates do change, inflation-indexed securities prices will be more sensitive to these changes than conventional bonds, because these securities were sold originally based upon a real interest rate that is no longer prevailing. Should market expectations for real interest rates rise, the price of inflation-indexed securities and the share price of Inflation-Adjusted Bond will fall. Investors in the fund should be prepared to accept not only this share price volatility but also the possible adverse tax consequences it may cause.
 
 
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An investment in securities featuring inflation-adjusted principal and/or interest involves factors not associated with more traditional fixed-principal securities. Such factors include the possibility that the inflation index may be subject to significant changes, that changes in the index may or may not correlate to changes in interest rates generally or changes in other indices, or that the resulting interest may be greater or less than that payable on other securities of similar maturities. In the event of sustained deflation, it is possible that the amount of semiannual interest payments, the inflation-adjusted principal of the security or the value of the stripped components will decrease. If any of these possibilities are realized, Inflation-Adjusted Bond’s net asset value could be negatively affected.
 
Inflation-Indexed Treasury Securities
 
Inflation-indexed U.S. Treasury securities are U.S. Treasury securities with a final value and interest payment stream linked to the inflation rate. Inflation-indexed U.S. Treasury securities may be issued in either note or bond form. Inflation-indexed U.S. Treasury notes have maturities of at least one year, but not more than 10 years. Inflation-indexed U.S. Treasury bonds have maturities of more than 10 years.
 
Inflation-indexed U.S. Treasury securities may be attractive to investors seeking an investment backed by the full faith and credit of the U.S. government that provides a return in excess of the rate of inflation. These securities were first sold in the U.S. market in January 1997. Inflation-indexed U.S. Treasury securities are auctioned and issued on a quarterly basis.
 
Structure and Inflation Index – The principal value of inflation-indexed U.S. Treasury securities will be adjusted to reflect changes in the level of inflation. The index for measuring the inflation rate for inflation-indexed U.S. Treasury securities is the non-seasonally adjusted U.S. City Average All Items Consumer Price for All Urban Consumers Index (Consumer Price Index) published monthly by the U.S. Department of Labor’s Bureau of Labor Statistics.
 
Semiannual coupon interest payments are made at a fixed percentage of the inflation-indexed principal value. The coupon rate for the semiannual interest rate of each issuance of inflation-indexed U.S. Treasury securities is determined at the time the securities are sold to the public (i.e., by competitive bids in the auction). The coupon rate will likely reflect real yields available in the U.S. Treasury market; real yields are the prevailing yields on U.S. Treasury securities with similar maturities, less then-prevailing inflation expectations. While a reduction in inflation will cause a reduction in the interest payment made on the securities, the repayment of principal at the maturity of the security is guaranteed by the U.S. Treasury to be no less than the original face or par amount of the security at the time of issuance.
 
Indexing Methodology – The principal value of inflation-indexed U.S. Treasury securities will be indexed, or adjusted, to account for changes in the Consumer Price Index. Semiannual coupon interest payment amounts will be determined by multiplying the inflation-indexed principal amount by one-half the stated rate of interest on each interest payment date.
 
Taxation – The taxation of inflation-indexed U.S. Treasury securities is similar to the taxation of conventional bonds. Both interest payments and the difference between original principal and the inflation-adjusted principal will be treated as interest income subject to taxation. Interest payments are taxable when received or accrued. The inflation adjustment to the principal is subject to tax in the year the adjustment is made, not at maturity of the security when the cash from the repayment of principal is received. If an upward adjustment has been made, investors in non-tax-deferred accounts will pay taxes on this amount currently. Decreases in the indexed principal can be deducted only from current or previous interest payments reported as income.
 
Inflation-indexed U.S. Treasury securities therefore have a potential cash flow mismatch to an investor, because investors must pay taxes on the inflation-adjusted principal before the repayment of principal is received. It is possible that, particularly for high income tax bracket investors, inflation-indexed U.S. Treasury securities would not generate enough income in a given year to cover the tax liability they could create. This is similar to the current tax treatment for zero-coupon bonds and other discount securities. If inflation-indexed U.S. Treasury securities are sold prior to maturity, capital losses or gains are realized in the same manner as traditional bonds.
 
Inflation-Adjusted Bond, however, distributes all income on a quarterly basis. Investors in Inflation-Adjusted Bond will receive dividends that represent both the interest payments and the principal adjustments of the inflation-indexed securities held in the fund’s portfolio. An investment in Inflation-Adjusted Bond may, therefore, be a means to avoid the cash flow mismatch associated with a direct investment in inflation-indexed securities. For more information about taxes and their effect on you as an investor in the fund, see Taxes , page 49.
 
U.S. Government Agencies – A number of U.S. government agencies and instrumentalities other than the U.S. Treasury may issue inflation-indexed securities. Some U.S. government agencies have issued inflation-indexed securities whose design mirrors that of the inflation-indexed U.S. Treasury securities described above.
 
 
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Other Entities – Entities other than the U.S. Treasury or U.S. government agencies and instrumentalities may issue inflation-indexed securities. While some entities have issued inflation-linked securities whose design mirrors that of the inflation-indexed U.S. Treasury securities described above, others utilize different structures. For example, the principal value of these securities may be adjusted with reference to the Consumer Price Index, but the semiannual coupon interest payments are made at a fixed percentage of the original issue principal. Alternatively, the principal value may remain fixed, but the coupon interest payments may be adjusted with reference to the Consumer Price Index.
 
Loans of Portfolio Securities
 
In order to realize additional income, a fund may lend its portfolio securities. Such loans may not exceed one-third of the fund’s total assets valued at market, however, this limitation does not apply to purchases of debt securities in accordance with the fund’s investment objectives, policies and limitations, or to repurchase agreements with respect to portfolio securities.
 
Cash received from the borrower as collateral through loan transactions may be invested in other eligible securities. Investing this cash subjects that investment to market appreciation or depreciation. If a borrower defaults on a securities loan because of insolvency or other reasons, the lending fund could experience delays or costs in recovering the securities it loaned; if the value of the loaned securities increased over the value of the collateral, the fund could suffer a loss. To minimize the risk of default on securities loans, the advisor adheres to guidelines prescribed by the Board of Trustees governing lending of securities. These guidelines strictly govern
 
the type and amount of collateral that must be received by the fund;
the circumstances under which additions to that collateral must be made by borrowers;
the return to be received by the fund on the loaned securities;
the limitations on the percentage of fund assets on loan; and
the credit standards applied in evaluating potential borrowers of portfolio securities.
 
In addition, the guidelines require that the fund have the option to terminate any loan of a portfolio security at any time and set requirements for recovery of securities from borrowers.
 
Mortgage-Related Securities
 
Background
 
A mortgage-backed security represents an ownership interest in a pool of mortgage loans. The loans are made by financial institutions to finance home and other real estate purchases. As the loans are repaid, investors receive payments of both interest and principal.
 
Like fixed-income securities such as U.S. Treasury bonds, mortgage-backed securities pay a stated rate of interest during the life of the security. However, unlike a bond, which returns principal to the investor in one lump sum at maturity, mortgage-backed securities return principal to the investor in increments during the life of the security.
 
Because the timing and speed of principal repayments vary, the cash flow on mortgage-backed securities is irregular. If mortgage holders sell their homes, refinance their loans, prepay their mortgages or default on their loans, the principal is distributed pro rata to investors.
 
As with other fixed-income securities, the prices of mortgage-backed securities fluctuate in response to changing interest rates; when interest rates fall, the prices of mortgage-backed securities rise, and vice versa. Changing interest rates have additional significance for mortgage-backed securities investors, however, because they influence prepayment rates (the rates at which mortgage holders prepay their mortgages), which in turn affect the yields on mortgage-backed securities. When interest rates decline, prepayment rates generally increase. Mortgage holders take advantage of the opportunity to refinance their mortgages at lower rates with lower monthly payments. When interest rates rise, mortgage holders are less inclined to refinance their mortgages. The effect of prepayment activity on yield depends on whether the mortgage-backed security was purchased at a premium or at a discount.
 
A fund may receive principal sooner than it expected because of accelerated prepayments. Under these circumstances, the fund might have to reinvest returned principal at rates lower than it would have earned if principal payments were made on schedule. Conversely, a mortgage-backed security may exceed its anticipated life if prepayment rates decelerate unexpectedly. Under these circumstances, a fund might miss an opportunity to earn interest at higher prevailing rates.
 
 
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GNMA Certificates
 
The Government National Mortgage Association (GNMA) is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development. The National Housing Act of 1934 (Housing Act), as amended, authorizes GNMA to guarantee the timely payment of interest and repayment of principal on certificates that are backed by a pool of mortgage loans insured by the Federal Housing Administration under the Housing Act, or by Title V of the Housing Act of 1949 (FHA Loans), or guaranteed by the Department of Veterans Affairs under the Servicemen’s Readjustment Act of 1944 (VA Loans), as amended, or by pools of other eligible mortgage loans. The Housing Act provides that the full faith and credit of the U.S. government is pledged to the payment of all amounts that may be required to be paid under any guarantee. GNMA has unlimited authority to borrow from the U.S. Treasury in order to meet its obligations under this guarantee.
 
GNMA certificates represent a pro rata interest in one or more pools of the following types of mortgage loans: (a) fixed-rate level payment mortgage loans; (b) fixed-rate graduated payment mortgage loans (GPMs); (c) fixed-rate growing equity mortgage loans (GEMs); (d) fixed-rate mortgage loans secured by manufactured (mobile) homes (MHs); (e) mortgage loans on multifamily residential properties under construction (CLCs); (f) mortgage loans on completed multifamily projects (PLCs); (g) fixed-rate mortgage loans that use escrowed funds to reduce the borrower’s monthly payments during the early years of the mortgage loans (buydown mortgage loans); and (h) mortgage loans that provide for payment adjustments based on periodic changes in interest rates or in other payment terms of the mortgage loans.
 
Fannie Mae Certificates
 
The Federal National Mortgage Association (FNMA or Fannie Mae) is a federally chartered and privately owned corporation established under the Federal National Mortgage Association Charter Act. Fannie Mae was originally established in 1938 as a U.S. government agency designed to provide supplemental liquidity to the mortgage market and was reorganized as a stockholder-owned and privately managed corporation by legislation enacted in 1968. Fannie Mae acquires capital from investors who would not ordinarily invest in mortgage loans directly and thereby expands the total amount of funds available for housing. This money is used to buy home mortgage loans from local lenders, replenishing the supply of capital available for mortgage lending.
 
Fannie Mae certificates represent a pro rata interest in one or more pools of FHA Loans, VA Loans, or, most commonly, conventional mortgage loans (i.e., mortgage loans that are not insured or guaranteed by a government agency) of the following types: (a) fixed-rate level payment mortgage loans; (b) fixed-rate growing equity mortgage loans; (c) fixed-rate graduated payment mortgage loans; (d) adjustable-rate mortgage loans; and (e) fixed-rate mortgage loans secured by multifamily projects.
 
Fannie Mae certificates entitle the registered holder to receive amounts representing a pro rata interest in scheduled principal and interest payments (at the certificate’s pass-through rate, which is net of any servicing and guarantee fees on the underlying mortgage loans), any principal prepayments, and a proportionate interest in the full principal amount of any foreclosed or otherwise liquidated mortgage loan. The full and timely payment of interest and repayment of principal on each Fannie Mae certificate is guaranteed by Fannie Mae; this guarantee is not backed by the full faith and credit of the U.S. government. See Recent Events Regarding Fannie Mae and Freddie Mac.
 
Freddie Mac Certificates
 
The Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac) is a corporate instrumentality of the United States created pursuant to the Emergency Home Finance Act of 1970 (FHLMC Act), as amended. Freddie Mac was established primarily for the purpose of increasing the availability of mortgage credit. Its principal activity consists of purchasing first-lien conventional residential mortgage loans (and participation interests in such mortgage loans) and reselling these loans in the form of mortgage-backed securities, primarily Freddie Mac certificates.
 
 
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Freddie Mac certificates represent a pro rata interest in a group of mortgage loans (a Freddie Mac certificate group) purchased by Freddie Mac. The mortgage loans underlying Freddie Mac certificates consist of fixed- or adjustable-rate mortgage loans with original terms to maturity of between 10 and 30 years, substantially all of which are secured by first-liens on one- to four-family residential properties or multifamily projects. Each mortgage loan must meet standards set forth in the FHLMC Act. A Freddie Mac certificate group may include whole loans, participation interests in whole loans, undivided interests in whole loans, and participations composing another Freddie Mac certificate group.
 
Freddie Mac guarantees to each registered holder of a Freddie Mac certificate the timely payment of interest at the rate provided for by the certificate. Freddie Mac also guarantees ultimate collection of all principal on the related mortgage loans, without any offset or deduction, but generally does not guarantee the timely repayment of principal. Freddie Mac may remit principal at any time after default on an underlying mortgage loan, but no later than 30 days following (a) foreclosure sale, (b) payment of a claim by any mortgage insurer, or (c) the expiration of any right of redemption, whichever occurs later, and in any event no later than one year after demand has been made upon the mortgager for accelerated payment of principal. Obligations guaranteed by Freddie Mac are not backed by the full faith and credit pledge of the U.S. government. See Recent Events Regarding Fannie Mae and Freddie Mac.
 
Recent Events Regarding Fannie Mae and Freddie Mac
 
Since September 2008, Fannie Mae and Freddie Mac have operated under a conservatorship administered by the Federal Housing Finance Agency (FHFA). In addition, the U.S. Treasury has entered into senior preferred stock purchase agreements to provide additional financing to Fannie Mae and Freddie Mac. Under the terms of the agreements (as amended), the Treasury has committed funding to each entity up to $200 billion plus the cumulative amount of Fannie Mae or Freddie Mac’s net worth deficit as of the end of any calendar quarter in 2010, 2011 and 2012, less any positive net worth as of December 31, 2012. While the Treasury’s capital support is substantial, it is not unlimited. Finally, anticipated Congressional action to address structural change in Fannie Mae and Freddie Mac may have an impact on the value of their outstanding debt.
 
Collateralized Mortgage Obligations (CMOs) (Ginnie Mae, Government Bond, Inflation-Adjusted Bond and Short-Term Government only)
 
A CMO is a multiclass bond backed by a pool of mortgage pass-through certificates or mortgage loans. CMOs may be collateralized by (a) GNMA, Fannie Mae or Freddie Mac pass-through certificates; (b) unsecured mortgage loans insured by the Federal Housing Administration or guaranteed by the Department of Veterans’ Affairs; (c) unsecuritized conventional mortgages; or (d) any combination thereof.
 
In structuring a CMO, an issuer distributes cash flow from the underlying collateral over a series of classes called tranches. Each CMO is a set of two or more tranches, with average lives and cash flow patterns designed to meet specific investment objectives. The average life expectancies of the different tranches in a four-part deal, for example, might be two, five, seven and 20 years.
 
As payments on the underlying mortgage loans are collected, the CMO issuer pays the coupon rate of interest to the bondholders in each tranche. At the outset, scheduled and unscheduled principal payments go to investors in the first tranches. Investors in later tranches do not begin receiving principal payments until the prior tranches are paid off. This basic type of CMO is known as a sequential pay or plain vanilla CMO.
 
Some CMOs are structured so that the prepayment or market risks are transferred from one tranche to another. Prepayment stability is improved in some tranches if other tranches absorb more prepayment variability.
 
The final tranche of a CMO often takes the form of a Z-bond, also known as an accrual bond or accretion bond. Holders of these securities receive no cash until the earlier tranches are paid in full. During the period that the other tranches are outstanding, periodic interest payments are added to the initial face amount of the Z-bond but are not paid to investors. When the prior tranches are retired, the Z-bond receives coupon payments on its higher principal balance plus any principal prepayments from the underlying mortgage loans. The existence of a Z-bond tranche helps stabilize cash flow patterns in the other tranches. In a changing interest rate environment, however, the value of the Z-bond tends to be more volatile.
 
 
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As CMOs have evolved, some classes of CMO bonds have become more prevalent. The planned amortization class (PAC) and targeted amortization class (TAC), for example, were designed to reduce prepayment risk by establishing a sinking-fund structure. PAC and TAC bonds assure to varying degrees that investors will receive payments over a predetermined period under various prepayment scenarios. Although PAC and TAC bonds are similar, PAC bonds are better able to provide stable cash flows under various prepayment scenarios than TAC bonds because of the order in which these tranches are paid.
 
The existence of a PAC or TAC tranche can create higher levels of risk for other tranches in the CMO because the stability of the PAC or TAC tranche is achieved by creating at least one other tranche — known as a companion bond, support or non-PAC bond — that absorbs the variability of principal cash flows. Because companion bonds have a high degree of average life variability, they generally pay a higher yield. A TAC bond can have some of the prepayment variability of a companion bond if there is also a PAC bond in the CMO issue.
 
Floating-rate CMO tranches (floaters) pay a variable rate of interest that is usually tied to the LIBOR. Institutional investors with short-term liabilities, such as commercial banks, often find floating-rate CMOs attractive investments. Super floaters (which float a certain percentage above LIBOR) and inverse floaters (which float inversely to LIBOR) are variations on the floater structure that have highly variable cash flows.
 
Ginnie Mae may buy only GNMA-backed CMOS.
 
Stripped Mortgage-Backed Securities (Ginnie Mae, Government Bond,
Inflation-Adjusted Bond and Short-Term Government only)
 
Stripped mortgage-backed securities are created by segregating the cash flows from underlying mortgage loans or mortgage securities to create two or more new securities, each with a specified percentage of the underlying security’s principal or interest payments. Mortgage-backed securities may be partially stripped so that each investor class receives some interest and some principal. When securities are completely stripped, however, all of the interest is distributed to holders of one type of security, known as an interest-only security, or IO, and all of the principal is distributed to holders of another type of security known as a principal-only security, or PO. Strips can be created in a pass-through structure or as tranches of a CMO.
 
The market values of IOs and POs are very sensitive to interest rate and prepayment rate fluctuations. POs, for example, increase (or decrease) in value as interest rates decline (or rise). The price behavior of these securities also depends on whether the mortgage collateral was purchased at a premium or discount to its par value. Prepayments on discount coupon POs generally are much lower than prepayments on premium coupon POs. IOs may be used to hedge a fund’s other investments because prepayments cause the value of an IO strip to move in the opposite direction from other mortgage-backed securities.
 
Commercial Mortgage-Backed Securities (CMBS) (Ginnie Mae, Government Bond,
Inflation-Adjusted Bond and Short-Term Government only)
 
CMBS are securities created from a pool of commercial mortgage loans, such as loans for hotels, shopping centers, office buildings, apartment buildings, and the like. Interest and principal payments from these loans are passed on to the investor according to a particular schedule of payments. They may be issued by U.S. government agencies or by private issuers. The credit quality of CMBS depends primarily on the quality of the underlying loans and on the structure of the particular deal. Generally, deals are structured with senior and subordinate classes. Multiple classes may permit the issuance of securities with payment terms, interest rates, or other characteristics differing both from those of each other and those of the underlying assets. Examples include classes having characteristics such as floating interest rates or scheduled amortization of principal. Rating agencies rate the individual classes of the deal based on the degree of seniority or subordination of a particular class and other factors. The value of these securities may change because of actual or perceived changes in the creditworthiness of individual borrowers, their tenants, the servicing agents, or the general state of commercial real estate and other factors.
 
 
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CMBS may be partially stripped so that each investor class receives some interest and some principal. When securities are completely stripped, however, all of the interest is distributed to holders of one type of security, known as an interest-only security (IO), and all of the principal is distributed to holders of another type of security known as a principal-only security (PO). The funds are permitted to invest in IO classes of CMBS. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The cash flows and yields on IO classes are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. In the cases of IOs, prepayments affect the amount of cash flows provided to the investor. If the underlying mortgage assets experience greater than anticipated prepayments of principal, an investor may fail to fully recoup its initial investment in an IO class of a stripped mortgage-backed security, even if the IO class is rated AAA or Aaa or is derived from a full faith and credit obligation. However, because commercial mortgages are often locked out from prepayment, or have high prepayment penalties or a defeasance mechanism, the prepayment risk associated with a CMBS IO class is generally less than that of a residential IO.
 
Adjustable Rate Mortgage Securities
 
Adjustable rate mortgage securities (ARMs) have interest rates that reset at periodic intervals. Acquiring ARMs permits a fund to participate in increases in prevailing current interest rates through periodic adjustments in the coupons of mortgages underlying the pool on which ARMs are based. In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, a fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested. Mortgages underlying most ARMs, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays. Therefore, if current interest rates rise above such limits over the period of the limitation, a fund holding an ARM does not benefit from further increases in interest rates. Moreover, when interest rates are in excess of coupon rates (i.e., the rates being paid by mortgagors) of the mortgages, ARMs behave more like fixed income securities and less like adjustable rate securities and are subject to the risks associated with fixed income securities. In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities.
 
Mortgage Dollar Rolls
 
The funds (except Capital Preservation) may enter into mortgage dollar rolls in which a fund sells mortgage-backed securities to financial institutions for delivery in the current month and simultaneously contracts to repurchase similar securities on a specified future date. During the period between the sale and repurchase (the “roll period”), the fund forgoes principal and interest paid on the mortgage-backed securities. The fund is compensated by the difference between the current sales price and the forward price for the future purchase (often referred to as the “drop”), as well as by the interest earned on the cash proceeds of the initial sale. The fund will use the proceeds generated from the transaction to invest in high-quality short duration investments, which may enhance the fund’s current yield and total return. Such investments may have a leveraging effect, increasing the volatility of the fund.
 
For each mortgage dollar roll transaction, a fund will cover the roll by segregating on its books an offsetting cash position or a position of liquid securities of equivalent value. The portfolio managers will monitor the value of such securities to determine that the value equals or exceeds the mortgage dollar roll contract price.
 
A fund could suffer a loss if the contracting party fails to perform the future transaction and the fund is therefore unable to buy back the mortgage-backed securities it initially sold. The fund also takes the risk that the mortgage-backed securities that it repurchases at a later date will have less favorable market characteristics than the securities originally sold.
 
Municipal Bonds
 
Each fund, except Capital Preservation, may invest in municipal bonds, which generally have maturities of more than one year when issued and are designed to meet longer-term capital needs. These securities have two principal classifications: general obligation bonds and revenue bonds.
 
General obligation (GO) bonds are issued by states, counties, cities, towns and regional districts to fund a variety of public projects, including construction of and improvements to schools, highways, and water and sewer systems. GO bonds are backed by the issuer’s full faith and credit pledge based on its ability to levy taxes for the timely payment of interest and repayment of principal, although such levies may be constitutionally or statutorily limited as to rate or amount.
 
 
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Revenue bonds are not backed by an issuer’s taxing authority; rather, interest and principal are secured by the net revenues from a project or facility. Revenue bonds are issued to finance a variety of capital projects, including construction or refurbishment of utility and waste disposal systems, highways, bridges, tunnels, air and seaport facilities, schools and hospitals.
 
Industrial development bonds (IDBs), a type of revenue bond, are issued by or on behalf of public authorities to finance privately operated facilities. These bonds are used to finance business, manufacturing, housing, athletic and pollution control projects, as well as public facilities such as mass transit systems, air and seaport facilities and parking garages. Payment of interest and repayment of principal on an IDB depend solely on the ability of the facility’s operator to meet financial obligations and on the pledge, if any, of the real or personal property financed. The interest earned on IDBs may be subject to the federal alternative minimum tax.
 
Some longer-term municipal bonds allow an investor to "put" or sell the security at a specified time and price to the issuer or other "put provider." If a put provider fails to honor its commitment to purchase the security, the fund may have to treat the security's final maturity as its effective maturity, lengthening the fund's weighted average maturity and increasing the volatility of the fund.
 
Municipal Notes
 
Each fund, except Capital Preservation, may invest in municipal notes, which are issued by state and local governments or government entities to provide short-term capital or to meet cash flow needs.
 
Tax anticipation notes (TANs) are issued in anticipation of seasonal tax revenues, such as ad valorem property, income, sales, use and business taxes, and are payable from these future taxes. TANs usually are general obligations of the issuer. General obligations are backed by the issuer’s full faith and credit pledge based on its ability to levy taxes for the timely payment of interest and repayment of principal, although such levies may be constitutionally or statutorily limited as to rate or amount.
 
Revenue anticipation notes (RANs) are issued with the expectation that receipt of future revenues, such as federal revenue sharing or state aid payments, will be used to repay the notes. Typically, these notes also constitute general obligations of the issuer.
 
Bond anticipation notes (BANs) are issued to provide interim financing until long-term financing can be arranged. In most cases, the long-term bonds provide the money for repayment of the notes.
 
Revenue anticipation warrants, or reimbursement warrants, are issued to meet the cash flow needs of state governments at the end of a fiscal year and in the early weeks of the following fiscal year. These warrants are payable from unapplied money in the state’s General Fund, including the proceeds of RANs issued following enactment of a state budget or the proceeds of refunding warrants issued by the state.
 
Other Investment Companies
 
Each of the funds may invest in other investment companies, such as closed-end investment companies, unit investment trusts, exchange traded funds (ETFs) and other open-end investment companies, provided that the investment is consistent with the fund’s investment policies and restrictions. Under the Investment Company Act, a fund’s investment in such securities, subject to certain exceptions, currently is limited to
 
3% of the total voting stock of any one investment company;
5% of the fund’s total assets with respect to any one investment company; and
10% of a fund’s total assets in the aggregate.
 
A fund’s investments in other investment companies may include money market funds managed by the advisor. Investments in money market funds are not subject to the percentage limitations set forth above.
 
Such purchases will be made in the open market where no commission or profit to a sponsor or dealer results from the purchase other than the customary brokers’ commissions. As a shareholder of another investment company, a fund would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees. These expenses would be in addition to the management fee that each fund bears directly in connection with its own operations.
 
 
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ETFs, such as Standard & Poor’s Depositary Receipts (SPDRs) and the Barclays Aggregate Bond ETF, are a type of fund bought and sold on a securities exchange. An ETF trades like common stock and usually represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. A fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile and the market price for the ETF may be higher than or lower than the ETF’s net asset value. Additionally, ETFs have management fees, which increase their cost.
 
Repurchase Agreements
 
Each fund, with the exception of Capital Preservation, may invest in repurchase agreements when they present an attractive short-term return on cash that is not otherwise committed to the purchase of securities pursuant to the investment policies of that fund.
 
A repurchase agreement occurs when, at the time the fund purchases an interest-bearing obligation, the seller (a bank or a broker-dealer registered under the Securities Exchange Act of 1934) agrees to repurchase it on a specified date in the future at an agreed-upon price. The repurchase price reflects an agreed-upon interest rate during the time the fund’s money is invested in the security.
 
Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement can be considered a loan collateralized by the security purchased. The fund’s risk is the seller’s ability to pay the agreed-upon repurchase price on the repurchase date. If the seller defaults, the fund may incur costs in disposing of the collateral, which would reduce the amount realized thereon. If the seller seeks relief under the bankruptcy laws, the disposition of the collateral may be delayed or limited. To the extent the value of the security decreases, the fund could experience a loss.
 
Each of the funds, with the exception of Capital Preservation, may invest in repurchase agreements with respect to any security in which that fund is authorized to invest, even if the remaining maturity of the underlying security would make that security ineligible for purchase by such fund.
 
In the event of exceptional market or economic conditions, Capital Preservation may invest temporarily in repurchase agreements collateralized by U.S. government securities.
 
Restricted and Illiquid Securities
 
Each fund may, from time to time, purchase restricted or illiquid securities, including Rule 144A securities, when they present attractive investment opportunities that otherwise meet the funds’ criteria for selection. Rule 144A securities are securities that are privately placed with and traded among qualified institutional investors rather than the general public. Although Rule 144A securities are considered restricted securities, they are not necessarily illiquid.
 
With respect to securities eligible for resale under Rule 144A, the staff of the Securities and Exchange Commission (SEC) has taken the position that the liquidity of such securities in the portfolio of a fund offering redeemable securities is a question of fact for the Board of Trustees to determine. Such determination is to be based upon a consideration of the readily available trading markets and the review of any contractual restrictions. Accordingly, the Board of Trustees is responsible for developing and establishing the guidelines and procedures for determining the liquidity of Rule 144A securities. As allowed by Rule 144A, the Board of Trustees has delegated the day-to-day function of determining the liquidity of Rule 144A securities to the portfolio managers. The board retains the responsibility to monitor the implementation of the guidelines and procedures it has adopted. Each of the funds may invest no more than 15% (5% for Capital Preservation) of the value of its assets in illiquid securities.
 
Because the secondary market for such securities is limited to certain qualified institutional investors, the liquidity of such securities may be limited accordingly and a fund may, from time to time, hold a Rule 144A or other security that is illiquid. In such an event, the portfolio managers will consider appropriate remedies to minimize the effect on such fund’s liquidity.
 
Short-Term Securities
 
In order to meet anticipated redemptions, anticipated purchases of additional securities for a fund’s portfolio, or, in some cases, for temporary defensive purposes, the funds may invest a portion of their assets in money market and other short-term securities.
 
 
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Examples of those securities include:
 
Securities issued or guaranteed by the U.S. government and its agencies and instrumentalities
Commercial Paper
Certificates of Deposit and Euro Dollar Certificates of Deposit
Bankers’ Acceptances
Short-term notes, bonds, debentures or other debt instruments
Repurchase agreements
 
Swap Agreements
 
Each fund (except Capital Preservation) may invest in swap agreements, consistent with its investment objective and strategies. A fund may enter into a swap agreement in order to, for example, attempt to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets; protect against currency fluctuations; attempt to manage duration to protect against any increase in the price of securities the fund anticipates purchasing at a later date; or gain exposure to certain markets in the most economical way possible.
 
Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index. Forms of swap agreements include, for example, interest rate swaps, under which fixed- or floating-rate interest payments on a specific principal amount are exchanged and total return swaps, under which one party agrees to pay the other the total return of a defined underlying asset (usually an index [including inflation indexes], stock, bond or defined portfolio of loans and mortgages) in exchange for fee payments, often a variable stream of cashflows based on LIBOR. The funds may enter into credit default swap agreements to hedge an existing position by purchasing or selling credit protection. Credit default swaps enable an investor to buy/sell protection against a credit event of a specific issuer. The seller of credit protection against a security or basket of securities receives an up-front or periodic payment to compensate against potential default event(s). The fund may enhance income by selling protection or attempt to mitigate credit risk by buying protection. Market supply and demand factors may cause distortions between the cash securities market and the credit default swap market.
 
Whether a fund’s use of swap agreements will be successful depends on the advisor’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Interest rate swaps could result in losses if interest rate changes are not correctly anticipated by the fund. Total return swaps could result in losses if the reference index, security, or investments do not perform as anticipated by the fund. Credit default swaps could result in losses if the fund does not correctly evaluate the creditworthiness of the issuer on which the credit default swap is based. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, a fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The funds will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. Certain restrictions imposed on the funds by the Internal Revenue Code may limit the funds’ ability to use swap agreements. The swaps market is an evolving market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
 
U.S. Government Securities
 
U.S. Treasury bills, notes, zero-coupon bonds and other bonds are direct obligations of the U.S. Treasury, which are supported by the full faith and credit of the U.S. government.  Treasury bills have initial maturities of one year or less, Treasury notes from two to 10 years, and Treasury bonds more than 10 years. Although U.S. Treasury securities carry little principal risk if held to maturity, the prices of these securities (like all debt securities) change between issuance and maturity in response to fluctuating market interest rates.
 
 
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A number of U.S. government agencies and instrumentalities issue debt securities. These agencies generally are created by Congress to fulfill a specific need, such as providing credit to home buyers or farmers. Among these agencies are the Federal Home Loan Banks, the Federal Farm Credit Banks and the Resolution Funding Corporation. Some agency securities are backed by the full faith and credit pledge of the U.S. government, some are supported by the right of the issuer to borrow from the U.S. Treasury, and some are guaranteed only by the issuing agency. Agency securities typically offer somewhat higher yields than U.S. Treasury securities with similar maturities. However, these securities may involve greater risk of default than securities backed by the U.S. Treasury. There can be no assurance that the U.S. government will provide financial support to a government agency or instrumentalilty when it is not obligated by law to do so.
 
Variable-, Floating-, and Auction-Rate Instruments
 
Interest rates on securities may be fixed for the term of the investment (fixed-rate securities) or tied to prevailing interest rates. Floating-rate instruments have interest rates that change whenever there is a change in a designated base rate; variable-rate instruments provide for a specified periodic interest rate reset adjustments; auction-rate instruments have interest rates that are redetermined pursuant to an auction on specified dates.
 
Floating-rate securities frequently have caps limiting the extent to which coupon rates can be raised. The price of a floating-rate security may decline if its capped coupon rate is lower than prevailing market interest rates. Fixed- and floating-rate securities may be issued with a call date (which permits redemption before the maturity date). The exercise of a call may reduce an obligation’s yield to maturity.
 
Interest rate resets on floating-rate U.S. government agency securities generally occur at intervals of one year or less in response to changes in a predetermined interest rate index. There are two main categories of indices: those based on U.S. Treasury securities and those derived from a calculated measure, such as a cost-of-funds index. Commonly used indices include the three-month, six-month and one-year Treasury bill rates; the two-year Treasury note yield; the Eleventh District Federal Home Loan Bank Cost of Funds Index (EDCOFI); and the London Interbank Offered Rate (LIBOR). Fluctuations in the prices of floating-rate U.S. government agency securities are typically attributed to differences between the coupon rates on these securities and prevailing market interest rates between interest rate reset dates.
 
When-Issued and Forward Commitment Agreements
 
The portfolio managers may sometimes purchase securities on a when-issued or forward commitment basis in which the transaction price and yield are each fixed at the time the commitment is made, but payment and delivery occur at a future date.
 
For example, a fund may sell a security and at the same time make a commitment to purchase the same or a comparable security at a future date and specified price. Conversely, a fund may purchase a security and at the same time make a commitment to sell the same or a comparable security at a future date and specified price. These types of transactions are executed simultaneously in what are known as dollar-rolls, buy/sell back transactions, cash and carry, or financing transactions. For example, a broker-dealer may seek to purchase a particular security that a fund owns. The fund will sell that security to the broker-dealer and simultaneously enter into a forward commitment agreement to buy it back at a future date. This type of transaction generates income for the fund if the dealer is willing to execute the transaction at a favorable price in order to acquire a specific security.
 
When purchasing securities on a when-issued or forward commitment basis, a fund assumes the rights and risks of ownership, including the risks of price and yield fluctuations. Market rates of interest on debt securities at the time of delivery may be higher or lower than those contracted for on the when-issued security. Accordingly, the value of the security may decline prior to delivery, which could result in a loss to the fund. While the fund will make commitments to purchase or sell securities with the intention of actually receiving or delivering them, it may sell the securities before the settlement date if doing so is deemed advisable as a matter of investment strategy.
 
In purchasing securities on a when-issued or forward commitment basis, a fund will segregate cash, cash equivalents or other appropriate liquid securities on its records in an amount sufficient to meet the purchase price. To the extent a fund remains fully invested or almost fully invested at the same time it has purchased securities on a when-issued basis, there will be greater fluctuations in its net asset value than if it solely set aside cash to pay for when-issued securities. When the time comes to pay for the when-issued securities, the fund will meet its obligations with available cash, through the sale of securities, or, although it would not normally expect to do so, by selling the when-issued securities themselves (which may have a market value greater or less than the fund’s payment obligation). Selling securities to meet when-issued or forward commitment obligations may generate taxable capital gains or losses.
 
 
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As an operating policy, no fund will commit more than 35% of its total assets to when-issued or forward commitment agreements (including dollar rolls). If fluctuations in the value of securities held cause more than 35% of a fund’s total assets to be committed under such agreements, the portfolio managers need not sell such agreements, but they will be restricted from entering into further agreements on behalf of the fund until the percentage of assets committed to such agreements is below 35% of total assets.
 
Zero-Coupon Securities
 
Zero-Coupon Treasury and Treasury-Equivalent Securities
 
Zero-coupon U.S. Treasury securities (or zeros) are the unmatured interest coupons and underlying principal portions of U.S. Treasury bonds. Unlike traditional U.S. Treasury securities, these securities are sold at a discount to their face value and all of the interest and principal is paid when the securities mature. Originally, these securities were created by broker-dealers who bought Treasury bonds and deposited these securities with a custodian bank. The broker-dealers then sold receipts representing ownership interests in the coupons or principal portions of the bonds. Some examples of zero-coupon securities sold through custodial receipt programs are CATS (Certificates of Accrual on Treasury Securities), TIGRs (Treasury Investment Growth Receipts) and generic TRs (Treasury Receipts).
 
The U.S. Treasury subsequently introduced a program called Separate Trading of Registered Interest and Principal of Securities (STRIPS), through which it exchanges eligible securities for their component parts and then allows the component parts to trade in book-entry form. STRIPS are direct obligations of the U.S. government and have the same credit risks as other U.S. Treasury securities.
 
Zero-coupon Treasury equivalent securities are government agency debt securities that are ultimately backed by obligations of the U.S. Treasury and are considered by the market place to be backed by the full faith and credit of the U.S. Treasury. These securities are created by financial institutions (like broker-dealers) and by U.S. government agencies. For example, the Resolution Funding Corporation (REFCORP) issues bonds whose interest payments are guaranteed by the U.S. Treasury and whose principal amounts are secured by zero-coupon U.S. Treasury securities held in a separate custodial account at the Federal Reserve Bank of New York. The principal amount and maturity date of REFCORP bonds are the same as the par amount and maturity date of the corresponding zeros; upon maturity, REFCORP bonds are repaid from the proceeds of the zeros. REFCORP zeros are the unmatured coupons and principal portions of REFCORP bonds.
 
The U.S. government may issue securities in zero-coupon form. These securities are referred to as original issue zero-coupon securities.
 
Zero-Coupon U.S. Government Agency Securities
 
A number of U.S. government agencies issue debt securities. These agencies generally are created by Congress to fulfill a specific need, such as providing credit to homebuyers or farmers. Among these agencies are the Farm Home Loan Banks and the Federal Farm Credit Banks.
 
Zero-coupon U.S. government agency securities operate in all respects like zero-coupon Treasury securities and their equivalents, except that they are created by separating a U.S. government agency bond’s interest and principal payment obligations. The final maturity value of a zero-coupon U.S. government agency security is a debt obligation of the issuing agency. Some agency securities are backed by the full faith and credit pledge of the U.S. government, while others are guaranteed only by the issuing agency. Agency securities typically offer somewhat higher yields than U.S. Treasury securities with similar maturities. However, these securities may involve greater risk of default than securities backed by the U.S. Treasury.
 
Securities issued by U.S. government agencies in zero-coupon form are referred to as original issue zero-coupon securities.
 
Investment Policies
 
Unless otherwise indicated, with the exception of the percentage limitations on borrowing, the policies described below apply at the time a fund enters into a transaction. Accordingly, any later increase or decrease beyond the specified limitation resulting from a change in a fund’s assets will not be considered in determining whether it has complied with its investment policies.
 
 
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Fundamental Investment Policies
 
The funds’ fundamental investment policies are set forth below. These investment policies, a funds’ investment objective set forth in its prospectus, and a fund’s status as diversified may not be changed without approval of a majority of the outstanding votes of shareholders of a fund, as determined in accordance with the Investment Company Act.
 
Subject
Policy
Senior Securities
A fund may not issue senior securities, except as permitted under the Investment Company Act.
Borrowing
A fund may not borrow money, except that a fund may borrow for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33⅓% of the fund’s total assets (including the amount borrowed) less liabilities (other than borrowings).
Lending
A fund may not lend any security or make any other loan if, as a result, more than 33⅓% of the fund’s total assets would be lent to other parties, except (i) through the purchase of debt securities in accordance with its investment objective, policies and limitations; or (ii) by engaging in repurchase agreements with respect to portfolio securities.
Real Estate
A fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. This policy shall not prevent a fund from investing in securities or other instruments backed by real estate or securities of companies that deal in real estate or are engaged in the real estate business.
Concentration
A fund may not concentrate its investments in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities).
Underwriting
A fund may not serve as an underwriter of securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities.
Commodities
A fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, provided that this limitation shall not prohibit the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities.
Control
A fund may not invest for purposes of exercising control over management.
 
For purposes of the investment policies relating to lending and borrowing, the funds have received an exemptive order from the SEC regarding an interfund lending program. Under the terms of the exemptive order, the funds may borrow money from or lend money to other American Century Investments-advised funds that permit such transactions. All such transactions will be subject to the limits for borrowing and lending set forth above. The funds will borrow money through the program only when the costs are equal to or lower than the cost of short-term bank loans. Interfund loans and borrowing normally extend only overnight, but can have a maximum duration of seven days. The funds will lend through the program only when the returns are higher than those available from other short-term instruments (such as repurchase agreements). The funds may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
 
For purposes of the investment policy relating to concentration, a fund shall not purchase any securities that would cause 25% or more of the value of the fund’s total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that
 
(a)
there is no limitation with respect to obligations issued or guaranteed by the U.S. government, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions and repurchase agreements secured by such obligations;
(b)
wholly owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents;
(c)
utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry; and
(d)
personal credit and business credit businesses will be considered separate industries.
 
 
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Nonfundamental Investment Policies
 
In addition, the funds are subject to the following investment policies that are not fundamental and may be changed by the Board of Trustees.
 
Subject
Policy
Leveraging
A fund may not purchase additional investment securities at any time during which outstanding borrowings exceed 5% of the total assets of the fund.
Liquidity
A fund may not purchase any security or enter into a repurchase agreement if, as a result, more than 15% (5% for the money market fund) of its net assets would be invested in illiquid securities. Illiquid securities include repurchase agreements not entitling the holder to payment of principal and interest within seven days, and in securities that are illiquid by virtue of legal or contractual restrictions on resale or the absence of a readily available market.
Short Sales
A fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.
Margin
A fund may not purchase securities on margin, except to obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.
 
The Investment Company Act imposes certain additional restrictions upon the funds’ ability to acquire securities issued by insurance companies, broker-dealers, underwriters or investment advisors, and upon transactions with affiliated persons as defined in the Act. It also defines and forbids the creation of cross- and circular-ownership. Neither the SEC nor any other agency of the federal or state government participates in or supervises the management of the funds or their investment practices or policies.
 
Temporary Defensive Measures
 
For temporary defensive purposes, a fund may invest in securities that may not fit its investment objective or its stated market. During a temporary defensive period, a fund may direct its assets to the following investment vehicles:
 
interest-bearing bank accounts or certificates of deposit;
U.S. government securities and repurchase agreements collateralized by U.S. government securities; and
money market funds.
 
To the extent a fund assumes a defensive position, it will not be pursuing its investment objective.
 
Portfolio Turnover
 
The portfolio turnover rate of each fund (except the money market fund) for its most recent fiscal year is included in the Fund Summary section of that fund’s prospectus. The portfolio turnover rate for such funds’ last five fiscal years (or a shorter period if the fund is less than five years old) is shown in the Financial Highlights tables in the prospectus. Because of the short-term nature of the money market fund’s investments, portfolio turnover rates are not generally used to evaluate its trading activities.
 
For each fund other than the money market fund, the portfolio managers intend to purchase a given security whenever they believe it will contribute to the stated objective of a particular fund. In order to achieve each fund’s investment objective, the managers may sell a given security regardless of the length of time it has been held in the portfolio, and regardless of the gain or loss realized on the sale. The managers may sell a portfolio security if they believe that the security is not fulfilling its purpose because, among other things, it did not live up to the managers’ expectations, because it may be replaced with another security holding greater promise, because it has reached its optimum potential, because of a change in the circumstances of a particular company or industry or in general economic conditions, or because of some combination of such reasons.
 
Because investment decisions are based on a particular security’s anticipated contribution to a fund’s investment objective, the managers believe that the rate of portfolio turnover is irrelevant when they determine that a change is required to achieve the fund’s investment objective. As a result, a fund’s annual portfolio turnover rate cannot be anticipated and may be higher than that of other mutual funds with similar investment objectives. Higher turnover could result in greater trading costs, which is a cost the funds pay directly. Portfolio turnover also may affect the character of capital gains realized and distributed by a fund, if any, because short-term capital gains are characterized as ordinary income.
 
 
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Because the managers do not take portfolio turnover rate into account in making investment decisions, (1) the managers have no intention of maintaining any particular rate of portfolio turnover, whether high or low, and (2) the portfolio turnover rates in the past should not be considered as representative of the rates that will be attained in the future.
 
Variations in a fund’s portfolio turnover rate from year to year may be due to a fluctuating volume of shareholder purchase and redemption activity, varying market conditions, and/or changes in the managers’ investment outlook. Short-Term Government maintained fewer on-the-run issues as the liquidity of government securities improved, which contributed to the fund’s decreased portfolio turnover for the fiscal year ended March 31, 2011.
 
Disclosure of Portfolio Holdings
 
The advisor (ACIM) has adopted policies and procedures with respect to the disclosure of fund portfolio holdings and characteristics, which are described below.
 
Distribution to the Public
 
Full portfolio holdings for each fund will be made available for distribution 30 days after the end of each calendar quarter, and will be posted on americancentury.com at approximately the same time. In addition, Capital Preservation discloses detailed month-end portfolio holdings information on americancentury.com within five business days after the end of each month. This information will remain available on americancentury.com for at least six months after posting. This fund also files more detailed month-end portfolio holdings information with the SEC on Form N-MFP within five business days after the end of each month. The information contained in the Form N-MFP will be made available to the public on the SEC’s Web site 60 days after the end of the month to which the information pertains. These disclosures are in addition to the portfolio disclosure in annual and semi-annual shareholder reports, and on Form N-Q, which disclosures are filed with the SEC within 60 days of each fiscal quarter end and also posted on americancentury.com at the time the filings are made.
 
Top 10 holdings for each fund will be made available for distribution 30 days after the end of each month, and will be posted on americancentury.com at approximately the same time.
 
Portfolio characteristics that are derived from portfolio holdings but do not identify any specific security will be made available for distribution 15 days after the end of the period to which such data relates. Characteristics that identify any specific security will be made available 30 days after the end of the period to which such data relates. Characteristics in both categories will generally be posted on americancentury.com at approximately the time they are made available for distribution. Data derived from portfolio returns and any other characteristics not deemed confidential will be available for distribution at any time. The advisor may make determinations of confidentiality on a fund-by-fund basis, and may add or delete characteristics to or from those considered confidential at any time.
 
Any American Century Investments fund that sells securities short as an investment strategy will disclose full portfolio holdings only in annual and semi-annual shareholder reports and on Form N-Q. These funds will make long holdings available for distribution 30 days after the end of each calendar quarter, but the funds will keep short holdings confidential. Top 10 long holdings and portfolio characteristics will be made available for distribution in accordance with the policies set forth above.
 
So long as portfolio holdings are disclosed in accordance with the above parameters, the advisor makes no distinction among different categories of recipients, such as individual investors, institutional investors, intermediaries that distribute the funds’ shares, third-party service providers, rating and ranking organizations, and fund affiliates. Because this information is publicly available and widely disseminated, the advisor places no conditions or restrictions on, and does not monitor, its use. Nor does the advisor require special authorization for its disclosure.
 
Accelerated Disclosure
 
The advisor recognizes that certain parties, in addition to the advisor and its affiliates, may have legitimate needs for information about portfolio holdings and characteristics prior to the times prescribed above. Such accelerated disclosure is permitted under the circumstances described below.
 
 
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Ongoing Arrangements
 
Certain parties, such as investment consultants who provide regular analysis of fund portfolios for their clients and intermediaries who pass through information to fund shareholders, may have legitimate needs for accelerated disclosure. These needs may include, for example, the preparation of reports for customers who invest in the funds, the creation of analyses of fund characteristics for intermediary or consultant clients, the reformatting of data for distribution to the intermediary’s or consultant’s clients, and the review of fund performance for ERISA fiduciary purposes.
 
In such cases, accelerated disclosure is permitted if the service provider enters an appropriate non-disclosure agreement with the funds’ distributor in which it agrees to treat the information confidentially until the public distribution date and represents that the information will be used only for the legitimate services provided to its clients (i.e., not for trading). Non-disclosure agreements require the approval of an attorney in the advisor’s legal department. The advisor’s compliance department receives quarterly reports detailing which clients received accelerated disclosure, what they received, when they received it and the purposes of such disclosure. Compliance personnel are required to confirm that an appropriate non-disclosure agreement has been obtained from each recipient identified in the reports.
 
Those parties who have entered into non-disclosure agreements as of July 20, 2011 are as follows:
 
American Fidelity Assurance Co.
Ameritas Life Insurance Corporation
Annuity Investors Life Insurance Company
Asset Services Company L.L.C.
AUL/American United Life Insurance Company
Bell Globemedia Publishing
Bellwether Consulting, LLC
Bidart & Ross
Callan Associates, Inc.
Calvert Asset Management Company, Inc.
Cambridge Financial Services, Inc.
Capital Cities, LLC
Charles Schwab & Co., Inc.
Cleary Gull Inc.
Commerce Bank, N.A.
Connecticut General Life Insurance Company
Consulting Services Group, LLC
Curcio Web LLC
Defined Contribution Advisors, Inc.
DWS Investments Distributors, Inc.
EquiTrust Life Insurance Company
Evaluation Associates, LLC
Evergreen Investment Management Company, LLC
Farm Bureau Life Insurance Company
First MetLife Investors Insurance Company
Fund Evaluation Group, LLC
The Guardian Life Insurance & Annuity Company, Inc.
Hammond Associates, Inc.
Hewitt Associates LLC
ICMA Retirement Corporation
ING Insurance Company of America
Iron Capital Advisors
 
 
24

 
 
J.P. Morgan Retirement Plan Services LLC
Jefferson National Life Insurance Company
John Hancock Financial Services, Inc.
Kansas City Life Insurance Company
Kmotion, Inc.
Liberty Life Insurance Company
The Lincoln National Life Insurance Company
Lipper Inc.
Marquette Associates
Massachusetts Mutual Life Insurance Company
Merrill Lynch
MetLife Investors Insurance Company
MetLife Investors Insurance Company of California
Midland National Life Insurance Company
Minnesota Life Insurance Company
Modern Woodmen of America
Morgan Keegan & Co., Inc.
Morgan Stanley Smith Barney LLC
Morningstar Associates LLC
Morningstar Investment Services, Inc.
National Life Insurance Company
Nationwide Financial
New England Pension Consultants
The Newport Group
Northwestern Mutual Life Insurance Co.
NYLIFE Distributors, LLC
Principal Life Insurance Company
Prudential Financial
RidgeWorth Capital Management, Inc.
Rocaton Investment Advisors, LLC
RogersCasey, Inc.
S&P Financial Communications
Security Benefit Life Insurance Co.
Slocum
SunTrust Bank
Symetra Life Insurance Company
Union Bank of California, N.A.
The Union Central Life Insurance Company
VALIC Financial Advisors Inc.
VALIC Retirement Services Company
Vestek Systems, Inc.
Wells Fargo Bank, N.A.
 
Once a party has executed a non-disclosure agreement, it may receive any or all of the following data for funds in which its clients have investments or are actively considering investment:
 
(1)
Full holdings quarterly as soon as reasonably available;
(2)
Full holdings monthly as soon as reasonably available;
(3)
Top 10 holdings monthly as soon as reasonably available; and
(4)
Portfolio characteristics monthly as soon as reasonably available.
 
 
25

 
 
The types, frequency and timing of disclosure to such parties vary. In most situations, the information provided pursuant to a non-disclosure agreement is limited to certain portfolio characteristics and/or top 10 holdings, which information is provided on a monthly basis. In limited situations, and when approved by a member of the legal department and responsible chief investment officer, full holdings may be provided.
 
Single Event Requests
 
In certain circumstances, the advisor may provide fund holding information on an accelerated basis outside of an ongoing arrangement with manager-level or higher authorization. For example, from time to time the advisor may receive requests for proposals (RFPs) from consultants or potential clients that request information about a fund’s holdings on an accelerated basis. As long as such requests are on a one-time basis, and do not result in continued receipt of data, such information may be provided in the RFP as of the most recent month end regardless of lag time. Such information will be provided with a confidentiality legend and only in cases where the advisor has reason to believe that the data will be used only for legitimate purposes and not for trading.
 
In addition, the advisor occasionally may work with a transition manager to move a large account into or out of a fund. To reduce the impact to the fund, such transactions may be conducted on an in-kind basis using shares of portfolio securities rather than cash. The advisor may provide accelerated holdings disclosure to the transition manager with little or no lag time to facilitate such transactions, but only if the transition manager enters into an appropriate non-disclosure agreement.
 
Service Providers
 
Various service providers to the funds and the funds’ advisor must have access to some or all of the funds’ portfolio holdings information on an accelerated basis from time to time in the ordinary course of providing services to the funds. These service providers include the funds’ custodian (daily, with no lag), auditors (as needed) and brokers involved in the execution of fund trades (as needed). Additional information about these service providers and their relationships with the funds and the advisor are provided elsewhere in this statement of additional information. In addition, the funds’ investment advisor may use analytical systems provided by third party data aggregators who have access to the funds’ portfolio holdings daily, with no lag. These data aggregators enter into non-disclosure agreements after authorization by an appropriate officer of the advisor.
 
Additional Safeguards
 
The advisor’s policies and procedures include a number of safeguards designed to control disclosure of portfolio holdings and characteristics so that such disclosure is consistent with the best interests of fund shareholders. First, the frequency with which this information is disclosed to the public, and the length of time between the date of the information and the date on which the information is disclosed, are selected to minimize the possibility of a third party improperly benefiting from fund investment decisions to the detriment of fund shareholders. Second, distribution of portfolio holdings information, including compliance with the advisor’s policies and the resolution of any potential conflicts that may arise, is monitored quarterly. Finally, the funds’ Board of Trustees exercises oversight of disclosure of the funds’ portfolio securities. The board has received and reviewed a summary of the advisor’s policy and is informed on a quarterly basis of any changes to or violations of such policy detected during the prior quarter.
 
Neither the advisor nor the funds receive any compensation from any party for the distribution of portfolio holdings information.
 
The advisor reserves the right to change its policies and procedures with respect to the distribution of portfolio holdings information at any time. There is no guarantee that these policies and procedures will protect the funds from the potential misuse of holdings information by individuals or firms in possession of such information.
 
 
26

 
 
Management
 
Board of Trustees
 
The individuals listed below serve as trustees of the funds. Each trustee will continue to serve in this capacity until death, retirement, resignation or removal from office. The mandatory retirement age for trustees who are not “interested persons,” as that term is defined in the Investment Company Act (independent trustees), is 73. However, the mandatory retirement age may be extended for a period not to exceed two years with the approval of the remaining independent trustees.
 
Mr. Thomas is the only trustee who is an “interested person” because he currently serves as President and Chief Executive Officer of American Century Companies, Inc. (ACC), the parent company of American Century Investment Management, Inc. (ACIM or the advisor).
 
The other trustees (more than three-fourths of the total number) are independent; that is, they have never been employees, directors or officers of, and have no financial interest in, ACC or any of its wholly owned, direct or indirect, subsidiaries, including ACIM, American Century Investment Services, Inc. (ACIS) and American Century Services, LLC (ACS). The trustees serve in this capacity for eight (in the case of Mr. Thomas, 15) registered investment companies in the American Century Investments family of funds.
 
The following presents additional information about the trustees. The mailing address for each trustee other than Mr. Thomas is 1665 Charleston Road, Mountain View, California 94043. The mailing address for Mr. Thomas is 4500 Main Street, Kansas City, Missouri 64111.
 
Name
(Year of Birth)
Position(s) Held with Funds
Length of Time Served
Principal Occupation(s)
During Past 5 Years
 
Number of American Century Portfolios Overseen by Trustee
Other Directorships Held During Past 5 Years
Independent Trustees
         
Tanya S. Beder
(1955)
Trustee
Since 2011
Chairman, SBCC Group Inc. (investment advisory services)(2006 to present); Fellow in Practice, International Center for Finance, Yale University School of Management (1985 to present); Chief Executive Officer, Tribeca Global Management LLC (asset management firm) (2004 to 2006)
 
40
None
Jeremy I. Bulow
(1954)
Trustee
Since 2011
Professor of Economics, Stanford University, Graduate School of Business (1979 to present)
 
40
None
John Freidenrich
(1937)
Trustee
Since 2005
Founder, Member and Manager, Regis Management Company, LLC (investment management firm)   (April 2004 to present)
 
40
None
Ronald J. Gilson
(1946)
Trustee and Chairman of the Board
 
Since 1995
Charles J. Meyers Professor of Law and Business, Stanford Law School (1979 to present); Marc and Eva Stern Professor of Law and Business, Columbia University School of Law (1992 to present)
 
40
None
Frederick L. A. Grauer
(1946)
Trustee
Since 2008
Senior Advisor, BlackRock, Inc. (investment management firm) (2010 to 2011); Senior Advisor, Barclays Global Investors (investment management firm) (2003 to 2009)
 
40
None
 
 
27

 
 
Peter F. Pervere
(1947)
Trustee
Since 2007
Retired
 
40
Intraware, Inc. (2003 to 2009)
Myron S. Scholes
(1941)
Trustee
Since 1980
Chairman, Platinum Grove Asset Management, L.P. (asset manager) (1999 to 2009); Frank E. Buck Professor of Finance-Emeritus, Stanford Graduate School of Business (1996 to present)
 
40
Dimensional Fund Advisors (investment advisor); CME Group, Inc. (futures and options exchange)
John B. Shoven
(1947)
Trustee
Since 2002
Professor of Economics, Stanford University (1973 to present)
 
40
Cadence Design Systems; E x ponent; Financial Engines; Watson Wyatt Worldwide (2002 to 2006)
Interested Trustee
         
Jonathan S. Thomas
(1963)
Trustee and President
Since 2007
President and Chief Executive Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC (February 2006 to February 2007); Executive Vice President, ACC (November 2005 to February 2007). Also serves as: Chief Executive Officer and Manager, ACS ; Executive Vice President, ACIM ; Director, ACC , ACIM and other ACC subsidiaries
 
104
None
 
Qualifications of Trustees
 
Generally, no one factor was decisive in the selection of the trustees to the board. Qualifications considered by the board to be important to the selection and retention of trustees include the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s educational background and accomplishments; (iii) the individual’s experience and expertise performing senior policy-making functions in business, government, education, accounting, law and/or administration; (iv) how the individual’s expertise and experience would contribute to the mix of relevant skills and experience on the board; (v) the individual’s ability to work effectively with the other members of the board; and (vi) the individual’s ability and willingness to make the time commitment necessary to serve as an effective trustee. In addition, the individuals’ ability to review and critically evaluate information, their ability to evaluate fund service providers, their ability to exercise good business judgment on behalf of fund shareholders, their prior service on the board, and their familiarity with the funds are considered important assets.
 
While the board has not adopted a specific policy on diversity, it takes overall diversity into account when considering and evaluating nominees for trustee. The board generally considers the manner in which each trustee's professional experience, background, skills, and other individual attributes will contribute to the effectiveness of the board.  Additional information about each trustee's individual educational and professional experience (supplementing the information provided in the table above) follows.
 
Tanya S. Beder: BA, Yale University; MBA, Harvard University; formerly Managing Director and Head of Strategic Quantitative Investment Division, Caxton Associates LLC; formerly President and Co-Founder, Capital Market Risk Advisors Inc.; formerly Founder and Chief Executive Officer, SB Consulting Corp.
 
Jeremy I. Bulow: BA, MA, Yale University; PhD, Massachusetts Institute of Technology; formerly Director, Bureau of Economics, Federal Trade Commission
 
John Freidenrich: AB in Economics, Stanford University; LLB, Stanford Law School; formerly, Partner and Founder, Ware and Freidenrich Law Firm and Bay Partners; formerly, President, Board of Trustees, Stanford University
 
 
28

 
 
Ronald J. Gilson: BA, Washington University; JD, Yale Law School; formerly, Attorney, Steinhart, Goldberg, Feigenbaum & Ladar
 
Frederick L.A. Grauer: BA in Economics, University of British Columbia; MA in Economics, University of Chicago; PhD in Business, Stanford University; formerly, Executive Chairman, Barclays Global Investors; Chairman and Chief Executive Officer, Wells Fargo Nikko Investment Advisors; and Vice President, Merrill Lynch Capital Markets Group; formerly, Director, New York Stock Exchange, Chicago Mercantile Exchange and Columbia University; formerly, Faculty Member, Graduate School of Business, Columbia University and Alfred P. Sloan School of Management, Massachusetts Institute of Technology
 
Peter F. Pervere: Education/Other Professional Experience: BA in History, Stanford University; CPA; formerly, Vice President and Chief Financial Officer, Commerce One, Inc. (software and services provider); formerly, Vice President and Corporate Controller, Sybase, Inc.; formerly with accounting firm of Arthur Young & Co.
 
Myron S. Scholes: BA in Economics, McMaster University (Ontario); MBA and PhD, University of Chicago; formerly, Senior Research Fellow at the Hoover Institute; formerly, Edward Eagle Brown Professor of Finance, University of Chicago; recipient of the Alfred Nobel Memorial Prize in Economic Sciences
 
John B. Shoven: BA in Physics, University of California; PhD in Economics, Yale University; Director of the Stanford Institute for Economic Policy Research (1999 to present); formerly, Chair of Economics and Dean of Humanities and Sciences, Stanford University
 
Jonathan S. Thomas : BA in Economics, University of Massachusetts; MBA, Boston College; formerly held senior leadership roles with Fidelity Investments, Boston Financial Services, Bank of America and Morgan Stanley; serves on the Board of Governors of the Investment Company Institute
 
Responsibilities of the Board
 
The board is responsible for overseeing the advisor’s management and operations of the funds pursuant to the management agreement. Trustees also have significant responsibilities under the federal securities laws. Among other things, they:
 
oversee the performance of the funds;
oversee the quality of the advisory and shareholder services provided by the advisor;
review annually the fees paid to the advisor for its services;
monitor potential conflicts of interest between the funds and the advisor;
oversee custody of assets and the valuation of securities; and
oversee the funds’ compliance program.
 
In performing their duties, board members receive detailed information about the funds and the advisor regularly throughout the year, and meet at least quarterly with management of the advisor to review reports about fund operations. The trustees’ role is to provide oversight and not to provide day-to-day management.
 
The board has all powers necessary or convenient to carry out its responsibilities. Consequently, the board may adopt bylaws providing for the regulation and management of the affairs of the funds and may amend and repeal them to the extent that such bylaws do not reserve that right to the funds’ shareholders. They may increase or reduce the number of board members and may, subject to the Investment Company Act, fill board vacancies. Board members also may elect and remove such officers and appoint and terminate such agents as they consider appropriate. They may establish and terminate committees consisting of two or more trustees who may exercise the powers and authority of the board as determined by the trustees. They may, in general, delegate such authority as they consider desirable to any officer of the funds, to any board committee and to any agent or employee of the funds or to any custodian, transfer agent, investor servicing agent, principal underwriter or other service provider for a fund.
 
To communicate with the board, or a member of the board, a shareholder should send a written communication addressed to the board or member of the board to the attention of the Corporate Secretary at the following address: P.O. Box 418210, Kansas City, Missouri 64141-9210. Shareholders who prefer to communicate by email may send their comments to corporatesecretary@americancentury.com. All shareholder communications received will be forwarded to the board or to the independent chairman of such board.
 
Board Leadership Structure and Standing Board Committees
 
Ronald J. Gilson currently serves as the independent chairman of the board and has served in such capacity since 1995. Of the board’s members, Jonathan S. Thomas is the only member who is an “interested person” as that term is
 
 
29

 
 
defined in the Investment Company Act. The remaining members are independent trustees. The independent trustees meet separately to consider a variety of matters that are scheduled to come before the board and meet periodically with the funds’ Chief Compliance Officer and fund auditors. They are advised by independent legal counsel. No independent trustee may serve as an officer or employee of a fund. The board has also established several committees, as described below. Each committee is comprised solely of independent trustees. The board believes that the current leadership structure, with independent trustees filling all but one position on the board, with an independent trustee serving as chairman of the board and with the board committees comprised only of independent trustees, is appropriate and allows for independent oversight of the funds.
 
The board has an Audit and Compliance Committee that approves the funds’ engagement of the independent registered public accounting firm and recommends approval of such engagement to the independent trustees. The committee also oversees the activities of the accounting firm, receives regular reports regarding fund accounting, oversees securities valuation (approving the funds’ or the trust’s valuation policy and receiving reports regarding instances of fair valuation thereunder), and receives regular reports from the advisor’s internal audit department. The committee also reviews the results of the funds’ compliance testing program, meets regularly with the funds’ Chief Compliance Officer, and monitors implementation of the funds’ Code of Ethics. The committee currently consists of Peter F. Pervere (chair), Tanya S. Beder and Ronald J. Gilson. It met four times during the fiscal year ended March 31, 2011.
 
The board also has a Portfolio Committee that meets quarterly to review the investment activities and strategies used to manage the funds’ assets and monitor investment performance. The committee regularly receives reports from the advisor’s Chief Investment Officer, portfolio managers, credit analysts and other investment personnel concerning the funds’ investments. The committee also receives information regarding fund trading activities and monitors derivative usage. It currently consists of Myron S. Scholes (chair), John Freidenrich, and Frederick L.A. Grauer. The committee met five times during the fiscal year ended March 31, 2011.
 
The Quality of Service Committee reviews the level and quality of transfer agent and administrative services provided to the funds and their shareholders. It receives and reviews reports comparing those services to those of fund competitors and seeks to improve such services where feasible and appropriate. The committee currently consists of John B. Shoven (chair), Peter F. Pervere and Ronald J. Gilson. It met five times during the fiscal year ended March 31, 2011.
 
The Risk Management Oversight Committee coordinates the board’s oversight of the funds’ risk management processes and monitors the systems, practices and procedures the advisor uses to manage the funds’ risks. It also makes recommendations to the board regarding the allocation of risk oversight activities among the board’s committees. The committee currently consists of Frederick L.A. Grauer (chair), Tanya S. Beder, Ronald J. Gilson and Myron S. Scholes. It met one time during the fiscal year ended March 31, 2011.
 
Finally, the board has a Corporate Governance Committee that is responsible for reviewing board procedures and committee structures. The committee also considers and recommends individuals for nomination as trustees. The names of potential trustee candidates may be drawn from a number of sources, including recommendations from members of the board, the advisor (in the case of interested trustees only), shareholders and third party search firms. The committee seeks to identify and recruit the best available candidates and will evaluate qualified shareholder nominees on the same basis as those identified through other sources. The committee does not have a charter. Although not written, the funds have a policy of considering all candidates recommended in writing by shareholders. Shareholders may submit trustee nominations in writing to the Corporate Secretary, P.O. Box 418210, Kansas City, Missouri 64141-9210, or by email to corporatesecretary@americancentury.com. The nomination should include the following information:
 
Shareholder’s name, the fund name, number of fund shares owned and length of period held;
Name, age and address of the candidate;
A detailed resume describing, among other things, the candidate’s educational background, occupation, employment history, financial knowledge and expertise and material outside commitments (e.g., memberships on other boards and committees, charitable foundations, etc.);
Any other information relating to the candidate that is required to be disclosed in solicitations of proxies for election of trustees in an election contest pursuant to Regulation 14A under the Securities Exchange Act of 1934;
A supporting statement that (i) describes the candidate’s reasons for seeking election to the board and (ii) documents his/her qualifications to serve as a trustee; and
A signed statement from the candidate confirming his/her willingness to serve on the board.

 
30

 
 
The Corporate Governance Committee also may recommend the creation of new committees, evaluate the membership structure of new and existing committees, consider the frequency and duration of board and committee meetings and otherwise evaluate the responsibilities, processes, resources, performance and compensation of the board. It currently consists of John Freidenrich (chair), Ronald J. Gilson and John B. Shoven. The committee met five times during the fiscal year ended March 31, 2011.
 
Risk Oversight by the Board
 
As previously disclosed, the board oversees the advisor’s management of the funds and meets at least quarterly with management of the advisor to review reports and receive information regarding fund operations. Risk oversight relating to the funds is one component of the board’s oversight and is undertaken in connection with the duties of the board. As described in the previous section, the board’s committees, including the Risk Management Oversight Committee,  assist the board in overseeing various types of risks relating to the funds. The board receives regular reports from each committee regarding the committee’s areas of oversight responsibility and, through those reports and its regular interactions with management of the advisor during and between meetings, analyzes, evaluates, and provides feedback on the advisor’s risk management processes. In addition, the board receives information regarding, and has discussions with senior management of the advisor about, the advisor’s enterprise risk management systems and strategies. There can be no assurance that all elements of risk, or even all elements of material risk, will be disclosed to or identified by the board, or that the advisor’s risk management systems and strategies, and the board’s oversight thereof, will mitigate all elements of risk, or even all elements of material risk, to the funds.
 
Board Compensation
 
Each independent trustee receives compensation for service as a member of the board, based on a schedule that takes into account the number of meetings attended and the assets of the funds for which the meetings are held. None of the interested trustees or officers of the funds receive compensation from the funds. Under the terms of each management agreement with the advisor, the funds are responsible for paying such fees and expenses. For the fiscal year ended March 31, 2011, the funds and the American Century family of funds paid the independent trustees the amounts shown in the following table. Because Jeremy I. Bulow was not a trustee as of March 31, 2011, he is not included in the table.
 
Name of Trustee
Total Compensation
from the Funds (1)
Total Compensation from the American
Century Investments Family of Funds (2)
Tanya S. Beder
$14,980
  $50,000
John Freidenrich
$49,244
$160,615
Ronald J. Gilson
$81,576
$266,052
Frederick L. A. Grauer
$45,853
$149,615
Peter F. Pervere
$51,860
$169,121
Myron S. Scholes
$47,473
$154,868
John B. Shoven
$48,414
$157,868
Jeanne D. Wohlers (3)
  $7,502
  $24,093
 
1
Includes compensation paid to the trustees for the fiscal year ended March 31, 2011, and also includes amounts deferred at the election of the trustees under the American Century Mutual Funds Independent Directors’ Deferred Compensation Plan.
 
2
Includes compensation paid by the investment companies of the American Century Investments family of funds served by this board. The total amount of deferred compensation included in the table is as follows: Ms. Beder, $40,000; Mr. Gilson, $266,052; Mr. Pervere, $8,456; and Ms. Wohlers, $19,274.
 
3
Ms. Wohlers passed away on May 17, 2010.
 
None of the funds currently provides any pension or retirement benefits to the trustees except pursuant to the American Century Mutual Funds’ Independent Directors' Deferred Compensation Plan adopted by the trust. Under the plan, the independent trustees may defer receipt of all or any part of the fees to be paid to them for serving as trustees of the funds. All deferred fees are credited to accounts established in the names of the trustees. The amounts credited to each account then increase or decrease, as the case may be, in accordance with the performance of one or more American Century funds selected by the trustee. The account balance continues to fluctuate in accordance with the performance of the selected fund or funds until final payment of all amounts credited to the account. Trustees are allowed to change their designation of funds from time to time.
 
 
31

 
 
No deferred fees are payable until such time as a trustee resigns, retires or otherwise ceases to be a member of the board. Trustees may receive deferred fee account balances either in a lump sum payment or in substantially equal installment payments to be made over a period not to exceed 10 years. Upon the death of a trustee, all remaining deferred fee account balances are paid to the trustee’s beneficiary or, if none, to the trustee’s estate.
 
The plan is an unfunded plan and, accordingly, the funds have no obligation to segregate assets to secure or fund the deferred fees. To date, the funds have voluntarily funded their obligations. The rights of trustees to receive their deferred fee account balances are the same as the rights of a general unsecured creditor of the funds. The plan may be terminated at any time by the administrative committee of the plan. If terminated, all deferred fee account balances will be paid in a lump sum.
 
Ownership of Fund Shares
 
The trustees owned shares in the funds as of December 31, 2010, as shown in the table below. Because Tanya S. Beder and Jeremy I. Bulow were not trustees as of December 31, 2010, they are not included in the table.
 
 
Name of Trustees
 
Jonathan S.
Thomas (1)
John
Freidenrich
Ronald J.
Gilson (1)
Frederick L.A.
Grauer
Dollar Range of Equity Securities in the Funds:
   Capital Preservation Fund
A
A
A
A
   Ginnie Mae Fund
A
A
A
A
   Government Bond Fund
A
A
A
A
   Inflation-Adjusted Bond Fund
D
A
A
A
   Short-Term Government Fund
A
A
A
A
Aggregate Dollar Range of Equity
Securities in all Registered Investment
Companies Overseen by Trustee in
Family of Investment Companies
E
A
E
A
 
Ranges: A—none, B—$1-$10,000, C—$10,001-$50,000, D—$50,001-$100,000, E—More than $100,000
 
 
Name of Trustees
 
Peter F.
Pervere (1)
Myron S.
Scholes (1)
John B.
Shoven (1)
Dollar Range of Equity Securities in the Funds
     
   Capital Preservation Fund
A
E
A
   Ginnie Mae Fund
A
A
A
   Government Bond Fund
A
A
A
   Inflation-Adjusted Bond Fund
A
A
A
   Short-Term Government Fund
A
A
A
Aggregate Dollar Range of Equity
Securities in all Registered Investment
Companies Overseen by Trustee in
Family of Investment Companies
A
E
E
 
Ranges: A—none, B—$1-$10,000, C—$10,001-$50,000, D—$50,001-$100,000, E—More than $100,000
 
1
This trustee owns shares of one or more registered investment companies in the American Century Investments family of funds that are not overseen by this board.
 
 
32

 
 
Beneficial Ownership of Affiliates by Independent Trustees
 
No independent trustee or his or her immediate family members beneficially owned shares of the advisor, the principal underwriter of the funds or any other person directly or indirectly controlling, controlled by, or under common control with the advisor or the funds’ principal underwriter as of December 31, 2010.
 
Officers
 
The following table presents certain information about the executive officers of the funds. Each officer serves as an officer for each of the 15 investment companies in the American Century family of funds, unless otherwise noted. No officer is compensated for his or her service as an officer of the funds. The listed officers are interested persons of the funds and are appointed or re-appointed on an annual basis. The mailing address for each of the officers listed below is 4500 Main Street, Kansas City, Missouri 64111.
 
Name (Year
of Birth)
Offices with
the Funds
Principal Occupation(s) During the Past Five Years
Jonathan S.
Thomas
(1963)
Trustee and
President
since 2007
President and Chief Executive Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC (February 2006 to February 2007); Executive Vice President, ACC (November 2005 to February 2007). Also serves as: Chief Executive Officer and Manager, ACS; Executive Vice President, ACIM; Director, ACC, ACIM and other ACC subsidiaries
Barry Fink
(1955)
Executive
Vice President
since 2007
Chief Operating Officer and Executive Vice President, ACC (September 2007 to present); President, ACS (October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007); Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as: Manager, ACS and Director, ACC and certain ACC subsidiaries
Maryanne L.
Roepke
(1956)
Chief Compliance
Officer since 2006
and Senior
Vice President
since 2000
Chief Compliance Officer, American Century funds , ACIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995 to August 2006); and Treasurer and Chief Financial Officer, various American Century funds (July 2000 to August 2006). Also serves as: Senior Vice President, ACS
Charles A.
Etherington
(1957)
General Counsel
since 2007 and
Senior Vice
President since 2006
Attorney, ACC (February 1994 to present); Vice President, ACC (November 2005 to present), General Counsel, ACC (March 2007 to present); Also serves as General Counsel, ACIM, ACS, ACIS and other ACC subsidiaries; and Senior Vice President, ACIM and ACS
Robert J.
Leach
(1966)
Vice President,
Treasurer and
Chief Financial
Officer since 2006
Vice President, ACS (February 2000 to present); and Controller, various American Century funds (1997 to September 2006)
David H.
Reinmiller
(1963)
Vice President
since 2001
Attorney, ACC (January 1994 to present); Associate General Counsel, ACC (January 2001 to present). Also serves as Vice President, ACIM and ACS
Ward D.
Stauffer
(1960)
Secretary
since 2005
Attorney, ACC (June 2003 to present)
 
Code of Ethics
 
The funds, their investment advisor and principal underwriter have adopted codes of ethics under Rule 17j-1 of the Investment Company Act. They permit personnel subject to the codes to invest in securities, including securities that may be purchased or held by the funds, provided that they first obtain approval from the compliance department before making such investments.
 
 
33

 
 
Proxy Voting Guidelines
 
The advisor is responsible for exercising the voting rights associated with the securities purchased and/or held by the funds. In exercising its voting obligations, the advisor is guided by general fiduciary principles. It must act prudently, solely in the interest of the funds, and for the exclusive purpose of providing benefits to them. The advisor attempts to consider all factors of its vote that could affect the value of the investment. The funds’ Board of Trustees has approved the advisor’s proxy voting guidelines to govern the advisor’s proxy voting activities.
 
The advisor and the board have agreed on certain significant contributors to shareholder value with respect to a number of matters that are often the subject of proxy solicitations for shareholder meetings. The proxy voting guidelines specifically address these considerations and establish a framework for the advisor’s consideration of the vote that would be appropriate for the funds. In particular, the proxy voting guidelines outline principles and factors to be considered in the exercise of voting authority for proposals addressing:
 
Election of Directors
Ratification of Selection of Auditors
Equity-Based Compensation Plans
Anti-Takeover Proposals
 
 Cumulative Voting
 
 Staggered Boards
 
 “Blank Check” Preferred Stock
 
 Elimination of Preemptive Rights
 
 Non-targeted Share Repurchase
 
 Increase in Authorized Common Stock
 
 “Supermajority” Voting Provisions or Super Voting Share Classes
 
 “Fair Price” Amendments
 
 Limiting the Right to Call Special Shareholder Meetings
 
 Poison Pills or Shareholder Rights Plans
 
 Golden Parachutes
 
 Reincorporation
 
 Confidential Voting
 
 Opting In or Out of State Takeover Laws
Shareholder Proposals Involving Social, Moral or Ethical Matters
Anti-Greenmail Proposals
Changes to Indemnification Provisions
Non-Stock Incentive Plans
Director Tenure
Directors’ Stock Options Plans
Director Share Ownership
 
Finally, the proxy voting guidelines establish procedures for voting of proxies in cases in which the advisor may have a potential conflict of interest. Companies with which the advisor has direct business relationships could theoretically use these relationships to attempt to unduly influence the manner in which American Century Investments votes on matters for the funds. To ensure that such a conflict of interest does not affect proxy votes cast for the funds, all discretionary (including case-by-case) voting for these companies will be voted in direct consultation with a committee of the independent trustees of the funds.
 
In addition, to avoid any potential conflict of interest that may arise when one American Century Investments fund owns shares of another American Century Investments fund, the advisor will “echo vote” such shares, if possible. That is, it will vote the shares in the same proportion as the vote of all other holders of the shares. Shares of American Century Investments “NT” funds will be voted in the same proportion as the vote of the shareholders of the corresponding American Century Investments policy portfolio for proposals common to both funds. For example, NT Growth Fund shares will be echo voted in accordance with the votes of Growth Fund shareholders. In all other cases, the shares will be voted in direct consultation with a committee of the independent trustees of the voting fund.
 
 
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A copy of the advisor’s proxy voting guidelines and information regarding how the advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available on the About Us page at americancentury.com. The advisor’s proxy voting record also is available on the SEC’s Web site at sec.gov.
 
The Funds’ Principal Shareholders
 
A list of the fund’s principal shareholders appears in Appendix A .
 
Service Providers
 
The funds have no employees. To conduct the funds’ day-to-day activities, the trust has hired a number of service providers. Each service provider has a specific function to fill on behalf of the funds that is described below.
 
ACIM, ACS and ACIS are wholly owned, directly or indirectly, by ACC. A trust (the Stowers Trust) holds shares that represent approximately 40% of the combined voting power of ACC. Under the Investment Company Act, this is presumed to represent control even though it is less than a majority interest. Richard W. Brown serves as trustee of the Stowers Trust. Mr. Brown also serves as chairman of the Boards of Directors of ACC, Stowers Resource Management, Inc. (SRM) and the Stowers Institute for Medical Research (SIMR). SRM and SIMR are part of a not-for-profit biomedical research organization dedicated to finding the keys to the causes, treatments and prevention of disease (the Stowers Group of Companies). The organization's endowment also holds ACC stock. As trustee, Mr. Brown has the responsibility to manage the affairs of the Stowers Trust, which include managing the Stowers Trust property, distributing income to its beneficiaries, voting the shares of ACC stock held by the Stowers Trust, and complying with the Stowers Trust agreement’s dispositive provisions upon the occurrence of specific events. Pursuant to the terms of the Stowers Trust agreement, the ultimate beneficiary of the Stowers Trust, including the ACC stock held by the Stowers Trust, is SRM, SIMR or another tax-exempt member of the Stowers Group of Companies.
 
Investment Advisor
 
American Century Investment Management, Inc. (ACIM) serves as the investment advisor for each of the funds. A description of the responsibilities of the advisor appear in each prospectus under the heading Management.
 
For the services provided to each fund, the advisor receives a unified management fee based on a percentage of the daily net assets of each class of shares of the fund. For more information about the unified management fee, see The Investment Advisor under the heading Management in each fund’s prospectus. The annual rate at which this fee is assessed is determined daily in a multi-step process. First, each of the trust’s funds is categorized according to the broad asset class in which it invests (e.g., money market, bond or equity), and the assets of the funds in each category are totaled (Fund Category Assets). Second, the assets are totaled for certain other accounts managed by the advisor (Other Account Category Assets). To be included, these accounts must have the same management team and investment objective as a fund in the same category with the same Board of Trustees as the trust. Together, the Fund Category Assets and the Other Account Category Assets comprise the “Investment Category Assets.” The Investment Category Fee Rate is then calculated by applying a fund’s Investment Category Fee Schedule to the Investment Category Assets and dividing the result by the Investment Category Assets.
 
Finally, a separate Complex Fee Schedule is applied to the assets of all of the funds in the American Century Investments family of funds (the “Complex Assets”), and the Complex Fee Rate is calculated based on the resulting total. The Investment Category Fee Rate and the Complex Fee Rate are then added to determine the Management Fee Rate payable by a class of the fund to the advisor.
 
For purposes of determining the assets that comprise the Fund Category Assets, Other Account Category Assets and Complex Assets, the assets of registered investment companies managed by the advisor that invest primarily in the shares of other registered investment companies shall not be included.
 
 
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The schedules by which the unified management fee is determined are shown below.
 
Investment Category Fee Schedule for:  Capital Preservation
Category Assets
Fee Rate
First $1 billion
0.2500%
Next $1 billion
0.2070%
Next $3 billion
0.1660%
Next $5 billion
0.1490%
Next $15 billion
0.1380%
Next $25 billion
0.1375%
Thereafter
0.1370%

Investment Category Fee Schedule for: Government Bond, Inflation-Adjusted Bond
Category Assets
Fee Rate
First $1 billion
0.2800%
Next $1 billion
0.2280%
Next $3 billion
0.1980%
Next $5 billion
0.1780%
Next $15 billion
0.1650%
Next $25 billion
0.1630%
Thereafter
0.1625%

Investment Category Fee Schedule for: Short-Term Government, Ginnie Mae
Category Assets
Fee Rate
First $1 billion
0.3600%
Next $1 billion
0.3080%
Next $3 billion
0.2780%
Next $5 billion
0.2580%
Next $15 billion
0.2450%
Next $25 billion
0.2430%
Thereafter
0.2425%
 
The Complex Fee is determined according to the schedule below.
 
Complex Assets
Investor, A, C and R Classes: Fee Rate
Institutional Class: Fee Rate
First $2.5 billion
0.3100%
0.1100%
Next $7.5 billion
0.3000%
0.1000%
Next $15 billion
0.2985%
0.0985%
Next $25 billion
0.2970%
0.0970%
Next $25 billion
0.2870%
0.0870%
Next $25 billion
0.2800%
0.0800%
Next $25 billion
0.2700%
0.0700%
Next $25 billion
0.2650%
0.0650%
Next $25 billion
0.2600%
0.0600%
Next $25 billion
0.2550%
0.0550%
Thereafter
0.2500%
0.0500%
 
On each calendar day, each class of each fund accrues a management fee that is equal to the class’s Management Fee Rate times the net assets of the class divided by 365 (366 in leap years). On the first business day of each month, the funds pay a management fee to the advisor for the previous month. The fee for the previous month is the sum of the calculated daily fees for each class of a fund during the previous month.
 
 
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The management agreement between the trust and the advisor shall continue in effect for a period of two years from its effective date (unless sooner terminated in accordance with its terms) and shall continue in effect from year to year thereafter for each fund so long as such continuance is approved at least annually by:
 
(1)
either the funds’ Board of Trustees, or a majority of the outstanding voting securities of such fund (as defined in the Investment Company Act); and
(2)
the vote of a majority of the trustees of the funds who are not parties to the agreement or interested persons of the advisor, cast in person at a meeting called for the purpose of voting on such approval.
 
The management agreement states that the funds’ Board of Trustees or a majority of the outstanding voting securities of each class of such fund may terminate the management agreement at any time without payment of any penalty on 60 days’ written notice to the advisor. The management agreement shall be automatically terminated if it is assigned.
 
The management agreement states that the advisor shall not be liable to the funds or their shareholders for anything other than willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.
 
The management agreement also provides that the advisor and its officers, trustees and employees may engage in other business, render services to others, and devote time and attention to any other business whether of a similar or dissimilar nature.
 
Certain investments may be appropriate for the funds and also for other clients advised by the advisor. Investment decisions for the funds and other clients are made with a view to achieving their respective investment objectives after consideration of such factors as their current holdings, availability of cash for investment and the size of their investment generally. A particular security may be bought or sold for only one client or fund, or in different amounts and at different times for more than one but less than all clients or funds. A particular security may be bought for one client or fund on the same day it is sold for another client or fund, and a client or fund may hold a short position in a particular security at the same time another client or fund holds a long position. In addition, purchases or sales of the same security may be made for two or more clients or funds on the same date. The advisor has adopted procedures designed to ensure such transactions will be allocated among clients and funds in a manner believed by the advisor to be equitable to each. In some cases this procedure could have an adverse effect on the price or amount of the securities purchased or sold by a fund.
 
The advisor may aggregate purchase and sale orders of the funds with purchase and sale orders of its other clients when the advisor believes that such aggregation provides the best execution for the funds. The Board of Trustees has approved the policy of the advisor with respect to the aggregation of portfolio transactions. Fixed-income securities transactions are not executed through a centralized trading desk. Instead, portfolio teams are responsible for executing trades with broker/dealers in a predominately dealer marketplace. Trade allocation decisions are made by the portfolio manager at the time of trade execution and orders entered on the fixed-income order management system. The advisor will not aggregate portfolio transactions of the funds unless it believes such aggregation is consistent with its duty to seek best execution on behalf of the funds and the terms of the management agreement. The advisor receives no additional compensation or remuneration as a result of such aggregation.
 
Unified management fees paid by each fund for the fiscal periods ended March 31, 2011, 2010 and 2009, are indicated in the following tables.
 
Fund
2011
 
2010
 
2009
 
Capital Preservation
$4,842,608
(1)
$8,955,819
(3)
$15,868,108
(5)
Ginnie Mae
$8,503,986
(2)
$8,362,872
(4)
$7,002,424
(6)
Government Bond
$5,968,142
 
$5,419,402
 
$4,389,361
 
Inflation-Adjusted Bond
$16,825,997
 
$12,475,726
 
$7,654,135
 
Short-Term Government
$5,537,988
 
$6,088,041
 
$5,961,460
 
 
1
Amount shown reflects waiver by advisor of $9,602,412 in management fees.
 
2
Amount shown reflects waiver by advisor of $438,480 in management fees.
 
3
Amount shown reflects waiver by advisor of $6,774,971 in management fees.
 
4
Amount shown reflects waiver by advisor of $365,695 in management fees.
 
5
Amount shown reflects waiver by advisor of $2,041 in management fees.
 
6
Amount shown reflects waiver by advisor of $520,955 in management fees.
 
 
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Portfolio Managers
 
Accounts Managed
 
The portfolio managers are responsible for the day-to-day management of various accounts, as indicated by the following table. None of these accounts has an advisory fee based on the performance of the account.
 
Accounts Managed (As of March 31, 2011)
   
Registered Investment
Companies (e.g. American
Century Investments
funds and American
Century Investments -
subadvised funds)
Other Pooled
Investment Vehicles
(e.g., commingled
trusts and 529
education
savings plans)
Other Accounts
(e.g., separate
accounts and
corporate accounts
including incubation
strategies and
corporate money)
Alejandro
H. Aguilar
Number of Accounts
10
1
1
Assets
$12.5 billion (1)
$34.6 million
$408.6 million
Robert V.
Gahagan
Number of Accounts
18
2
1
Assets
$19.2 billion (2)
$210.7 million
$408.6 million
Brian
Howell
Number of Accounts
17
2
2
Assets
$17.6 billion (3)
$210.7 million
$929.0 million
James
E. Platz
Number of Accounts
16
2
1
Assets
$17.5 billion (3)
$210.7 million
$408.6 million
Dan
Shiffman
Number of Accounts
10
1
0
Assets
$12.5 billion (1)
$34.6 million
N/A
 
1
Includes $1.6 billion in Ginnie Mae, $1.2 billion in Government Bond, $900.9 million in Short-Term Government.
 
2
Includes $1.6 billion in Ginnie Mae, $1.2 billion in Government Bond, $900.9 million in Short-Term Government, $3.9 billion in Inflation-Adjusted Bond.
 
3
Includes $1.2 billion in Government Bond, $900.9 million in Short-Term Government, $3.9 billion in Inflation-Adjusted Bond.
 
Potential Conflicts of Interest
 
Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. American Century Investments has adopted policies and procedures that are designed to minimize the effects of these conflicts.
 
Responsibility for managing American Century Investments client portfolios is organized according to investment discipline. Investment disciplines include, for example, core equity, small- and mid-cap growth, large-cap growth, value, international, fixed income, asset allocation, and sector funds. Within each discipline are one or more portfolio teams responsible for managing specific client portfolios. Generally, client portfolios with similar strategies are managed by the same team using the same objective, approach, and philosophy. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest.
 
For each investment strategy, one portfolio is generally designated as the “policy portfolio.” Other portfolios with similar investment objectives, guidelines and restrictions, if any, are referred to as “tracking portfolios.” When managing policy and tracking portfolios, a portfolio team typically purchases and sells securities across all portfolios that the team manages. American Century Investments’ trading systems include various order entry programs that assist in the management of multiple portfolios, such as the ability to purchase or sell the same relative amount of one security across several funds. In some cases a tracking portfolio may have additional restrictions or limitations that cause it to be managed separately from the policy portfolio. Portfolio managers make purchase and sale decisions for such portfolios alongside the policy portfolio to the extent the overlap is appropriate, and separately, if the overlap is not.
 
 
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American Century Investments may aggregate orders to purchase or sell the same security for multiple portfolios when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Orders of certain client portfolios may, by investment restriction or otherwise, be determined not available for aggregation. American Century Investments has adopted policies and procedures to minimize the risk that a client portfolio could be systematically advantaged or disadvantaged in connection with the aggregation of orders. To the extent equity trades are aggregated, shares purchased or sold are generally allocated to the participating portfolios pro rata based on order size. Because initial public offerings (IPOs) are usually available in limited supply and in amounts too small to permit across-the-board pro rata allocations, American Century Investments has adopted special procedures
 
designed to promote a fair and equitable allocation of IPO securities among clients over time. Fixed income securities transactions are not executed through a centralized trading desk. Instead, portfolio teams are responsible for executing trades with broker/dealers in a predominantly dealer marketplace. Trade allocation decisions are made by the portfolio manager at the time of trade execution and orders entered on the fixed income order management system.
 
Finally, investment of American Century Investments’ corporate assets in proprietary accounts may raise additional conflicts of interest. To mitigate these potential conflicts of interest, American Century Investments has adopted policies and procedures intended to provide that trading in proprietary accounts is performed in a manner that does not give improper advantage to American Century Investments to the detriment of client portfolios.
 
Compensation
 
American Century Investments portfolio manager compensation is structured to align the interests of portfolio managers with those of the shareholders whose assets they manage. As of March 31, 2011, it includes the components described below, each of which is determined with reference to a number of factors such as overall performance, market competition, and internal equity. Compensation is not directly tied to the value of assets held in client portfolios.
 
Base Salary
 
Portfolio managers receive base pay in the form of a fixed annual salary.
 
Bonus
 
A significant portion of portfolio manager compensation takes the form of an annual incentive bonus tied to performance. Bonus payments are determined by a combination of factors. One factor is fund investment performance. Fund investment performance is generally measured by a combination of one- and three-year pre-tax performance relative to various benchmarks and/or internally-customized peer groups, such as those indicated below. The performance comparison periods may be adjusted based on a fund’s inception date or a portfolio manager’s tenure on the fund. In 2008, American Century Investments began placing increased emphasis on long-term performance and is phasing in five-year performance comparison periods.
 
Fund
Benchmark
Peer Group (1)
Capital Preservation
N/A
Lipper US Treasury Money Market Funds
Ginnie Mae
Barclays Capital U.S. GNMA Index
Lipper GNMA Funds
Government Bond
Barclays Capital U.S. Government/
MBS Index
Morningstar Intermediate Government
Inflation-Adjusted Bond
Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index
Morningstar U.S. Inflation-Protected Bond
Short-Term Government
Barclays Capital U.S. 1-3 Year
Government Bond Index
Lipper Short US Government Funds
 
1
Custom peer groups are constructed using all the funds in the indicated categories as a starting point. Funds are then eliminated from the peer group based on a standardized methodology designed to result in a final peer group that is both more stable (i.e., has less peer turnover) over the long term and that more closely represents the fund’s true peers based on internal investment mandates.
 
 
39

 
 
Portfolio managers may have responsibility for multiple American Century Investments mutual funds. In such cases, the performance of each is assigned a percentage weight appropriate for the portfolio manager’s relative levels of responsibility. Portfolio managers also may have responsibility for other types of similarly managed portfolios. If the performance of a similarly managed account is considered for purposes of compensation, it is either measured in the same way as a comparable American Century Investments mutual fund (i.e., relative to the performance of a benchmark and/or peer group) or relative to the performance of such mutual fund.
 
A second factor in the bonus calculation relates to the performance of a number of American Century Investments funds managed according to one of the following investment styles: U.S. growth, U.S. value, international, quantitative and fixed-income. Performance is measured for each product individually as described above and then combined to create an overall composite for the product group. These composites may measure one-year
 
performance (equal weighted) or a combination of one- and three-year performance (equal or asset weighted) depending on the portfolio manager’s responsibilities and products managed. This feature is designed to encourage effective teamwork among portfolio management teams in achieving long-term investment success for similarly styled portfolios.
 
A portion of portfolio managers’ bonuses may be tied to individual performance goals, such as research projects and the development of new products.
 
Restricted Stock Plans
 
Portfolio managers are eligible for grants of restricted stock of ACC. These grants are discretionary, and eligibility and availability can vary from year to year. The size of an individual’s grant is determined by individual and product performance as well as other product-specific considerations. Grants can appreciate/depreciate in value based on the performance of the ACC stock during the restriction period (generally three to four years).
 
Deferred Compensation Plans
 
Portfolio managers are eligible for grants of deferred compensation. These grants are used in very limited situations, primarily for retention purposes. Grants are fixed and can appreciate/depreciate in value based on the performance of the American Century Investments mutual funds in which the portfolio manager chooses to invest them.
 
Ownership of Securities
 
The following table indicates the dollar range of securities of each fund beneficially owned by the fund’s portfolio managers as of March 31, 2011 the funds’ most recent fiscal year end.
 
 
Aggregate Dollar Range of Securities in Fund
Ginnie Mae
 
Alejandro H. Aguilar (1)
A
Dan Shiffman
B
Robert V. Gahagan (1)
A
Government Bond
 
Alejandro H. Aguilar (1)
A
Brian Howell (1)
A
James E. Platz
B
Dan Shiffman (1)
A
Robert V. Gahagan (1)
A
 
Ranges: A – none; B – $1-$10,000; C – $10,001-$50,000; D – $50,001-$100,000; E – $100,001-$500,000; F – $500,001-$1,000,000; G – More than $1,000,000.
 
1
This portfolio manager serves on an investment team that oversees a number of funds in the same broad investment category, and is not expected to invest in each such fund.
 
 
40

 
 
 
Aggregate Dollar Range of Securities in Fund
Inflation-Adjusted Bond
 
Brian Howell (1)
A
James E. Platz (1)
A
Robert V. Gahagan
E
Short-Term Government
 
Alejandro H. Aguilar (1)
A
Brian Howell
C
James E. Platz
C
Dan Shiffman (1)
A
Robert V. Gahagan
B
 
Ranges: A – none; B – $1-$10,000; C – $10,001-$50,000; D – $50,001-$100,000; E – $100,001-$500,000; F – $500,001-$1,000,000; G – More than $1,000,000.
 
1
This portfolio manager serves on an investment team that oversees a number of funds in the same broad investment category, and is not expected to invest in each such fund.
 
Transfer Agent and Administrator
 
American Century Services, LLC (ACS), 4500 Main Street, Kansas City, Missouri 64111, serves as transfer agent and dividend-paying agent for the funds. It provides physical facilities, computer hardware and software, and personnel for the day-to-day administration of the funds and the advisor. The advisor pays ACS’s costs for serving as transfer agent and dividend-paying agent for the funds out of the advisor’s unified management fee. For a description of this fee and the terms of its payment, see the above discussion under the caption Investment Advisor on page 35.
 
From time to time, special services may be offered to shareholders who maintain higher share balances in our family of funds. These services may include the waiver of minimum investment requirements, expedited confirmation of shareholder transactions, newsletters and a team of personal representatives. Any expenses associated with these special services will be paid by the advisor.
 
Sub-Administrator
 
The advisor has entered into an Administration Agreement with State Street Bank and Trust Company (SSB) to provide certain fund accounting, fund financial reporting, tax and treasury/tax compliance services for the funds, including striking the daily net asset value for each fund.  The advisor pays SSB a monthly fee as compensation for these services that is based on the total net assets of accounts in the American Century complex serviced by SSB. ACS does pay SSB for some additional services on a per fund basis.  While ACS continues to serve as the administrator of the funds, SSB provides sub-administrative services that were previously undertaken by ACS.
 
Distributor
 
The funds’ shares are distributed by American Century Investment Services, Inc. (ACIS), a registered broker-dealer. The distributor is a wholly owned subsidiary of ACC and its principal business address is 4500 Main Street, Kansas City, Missouri 64111.
 
The distributor is the principal underwriter of the funds’ shares. The distributor makes a continuous, best-efforts underwriting of the funds’ shares. This means the distributor has no liability for unsold shares. The advisor pays ACIS’s costs for serving as principal underwriter of the funds’ shares out of the advisor’s unified management fee. For a description of this fee and the terms of its payment, see the above discussion under the caption Investment Advisor on page 35. ACIS does not earn commissions for distributing the funds’ shares.
 
 
41

 
 
Certain financial intermediaries unaffiliated with the distributor or the funds may perform various administrative and shareholder services for their clients who are invested in the funds. These services may include assisting with fund purchases, redemptions and exchanges, distributing information about the funds and their performance, preparing and distributing client account statements, and other administrative and shareholder services that would otherwise be provided by the distributor or its affiliates. The distributor may pay fees out of its own resources to such financial intermediaries for the provision of these services.
 
Custodian Banks
 
State Street Bank and Trust Company (SSB), Lafayette Corporate Center, 2 Avenue de Lafayette, Boston, Massachusetts  02111 serves as custodian of the funds’ cash and securities. Foreign securities, if any, are held by foreign banks participating in a network coordinated by SSB. Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105, also serves as custodian of the funds’ cash to facilitate purchases and redemptions of fund shares. The custodians take no part in determining the investment policies of the funds or in deciding which securities are purchased or sold by the funds. The funds, however, may invest in certain obligations of the custodians and may purchase or sell certain securities from or to the custodians.
 
Independent Registered Public Accounting Firm
 
PricewaterhouseCoopers LLP serves as the independent registered public accounting firm of the funds. The address of PricewaterhouseCoopers LLP is 1100 Walnut, Suite 1300, Kansas City, Missouri 64106. As the independent registered public accounting firm of the funds, PricewaterhouseCoopers LLP provides services including
 
(1)
auditing the annual financial statements and financial highlights for each fund, and
(2)
assisting and consulting in connection with SEC filings.
 
Brokerage Allocation
 
The advisor places orders for equity portfolio transactions with broker-dealers, who receive commissions for their services. Generally, commissions relating to securities traded on foreign exchanges will be higher than commissions relating to securities traded on U.S. exchanges. The advisor purchases and sells fixed-income securities through principal transactions, meaning the advisor normally purchases securities on a net basis directly from the issuer or a primary market-maker acting as principal for the securities. The funds generally do not pay a stated brokerage commission on these transactions, although the purchase price for debt securities usually includes an undisclosed compensation. Purchases of securities from underwriters typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealer’s mark-up (i.e., a spread between the bid and asked prices).
 
Under the management agreement between the funds and the advisor, the advisor has the responsibility of selecting brokers and dealers to execute portfolio transactions. The funds’ policy is to secure the most favorable prices and execution of orders on its portfolio transactions. The advisor selects broker-dealers on their perceived ability to obtain “best execution” in effecting transactions in its clients’ portfolios. In selecting broker-dealers to effect portfolio transactions relating to equity securities, the advisor considers the full range and quality of a broker-dealer’s research and brokerage services, including, but not limited to, the following:
 
applicable commission rates and other transaction costs charged by the broker-dealer
value of research provided to the advisor by the broker-dealer (including economic forecasts, fundamental and technical advice on individual securities, market analysis, and advice, either directly or through publications or writings, as to the value of securities, availability of securities or of purchasers/sellers of securities)
timeliness of the broker-dealer’s trade executions
efficiency and accuracy of the broker-dealer’s clearance and settlement processes
broker-dealer’s ability to provide data on securities executions
financial condition of the broker-dealer
the quality of the overall brokerage and customer service provided by the broker-dealer
 
 
42

 
 
In transactions to buy and sell fixed-income securities, the selection of the broker- dealer is determined by the availability of the desired security and its offering price, as well as the broker-dealer’s general execution and operational and financial capabilities in the type of transaction involved. The advisor will seek to obtain prompt execution of orders at the most favorable prices or yields. The advisor does not consider the receipt of products or services other than brokerage or research services in selecting broker-dealers.
 
On an ongoing basis, the advisor seeks to determine what levels of commission rates are reasonable in the marketplace. In evaluating the reasonableness of commission rates, the advisor considers:
 
rates quoted by broker-dealers
the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved
the ability of a broker-dealer to execute large trades while minimizing market impact
the complexity of a particular transaction
the nature and character of the markets on which a particular trade takes place
the level and type of business done with a particular firm over a period of time
the ability of a broker-dealer to provide anonymity while executing trades
historical commission rates
rates that other institutional investors are paying, based on publicly available information
 
The brokerage commissions paid by the funds may exceed those that another broker-dealer might have charged for effecting the same transactions, because of the value of the brokerage and research services provided by the broker-dealer. Research services furnished by broker-dealers through whom the funds effect securities transactions may be used by the advisor in servicing all of its accounts, and not all such services may be used by the advisor in managing the portfolios of the funds.
 
Pursuant to its internal allocation procedures, the advisor regularly evaluates the brokerage and research services provided by each broker-dealer that it uses. On a semi-annual basis, each member of the advisor’s portfolio management team rates the quality of research and brokerage services provided by each broker-dealer that provides execution services and research to the advisor for its clients’ accounts. The resulting scores are used to rank these broker-dealers on a broker research list. In the event that the advisor has determined that best execution for a particular transaction may be obtained by more than one broker-dealer, the advisor may consider the relative positions of the broker-dealer on this list in determining the party through which to execute the transaction. Actual business received by any firm may be more or less than other broker-dealers with a similar rank. Execution-only brokers are used where deemed appropriate.
 
In the fiscal years ended March 31, 2011, 2010 and 2009, the brokerage commissions including, as applicable, futures commissions, of each fund are listed in the following table.
 
Fund
2011
2010
2009
Capital Preservation
         $0
         $0
         $0
Ginnie Mae
$21,728
  $5,686
$31,167
Government Bond
$28,960
$11,691
$38,837
Inflation-Adjusted Bond
$85,518
$24,642
$68,265
Short-Term Government
$20,855
$15,633
$62,645
 
Brokerage commissions paid by a fund may vary significantly from year to year as a result of changing asset levels throughout the year, portfolio turnover, varying market conditions, and other factors.
 
 
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Regular Broker-Dealers
 
As of the end of its most recently completed fiscal year, each of the funds listed below owned securities of its regular brokers or dealers (as defined by Rule 10b-1 under the Investment Company Act of 1940) or of their parent companies.
 
Fund
Broker, Dealer or Parent
Value of Securities Owned
As of March 31, 2011 (in thousands)
Capital Preservation
None
   
Ginnie Mae
None
   
Government Bond
Bank of America Corp.
$22,952
 
Goldman Sachs & Co.
$5,166
 
JPMorgan Chase & Co.
$23,016
 
Morgan Stanley & Co Inc
$10,184
 
Inflation-Adjusted Bond
Bank of America Corp.
$5,055
 
Credit Suisse Group
$8,463
 
Goldman Sachs & Co.
$6,656
 
 
Morgan Stanley & Co Inc
$6,923
 
Short-Term Government
Bank of America Corp.
$22,623
 
Goldman Sachs & Co.
$16,891
 
JPMorgan Chase & Co.
$26,859
 
 
Morgan Stanley & Co. Inc
$5,092
 
 
Information About Fund Shares
 
The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of beneficial interest without par value, which may be issued in series (or funds). Each of the funds named on the front of this statement of additional information is a series of shares issued by the trust. In addition, each series (or fund) may be divided into separate classes. See Multiple Class Structure, which follows. Additional funds and classes may be added without a shareholder vote.
 
Each fund votes separately on matters affecting that fund exclusively. Voting rights are not cumulative, so that investors holding more than 50% of the trust’s (i.e., all funds’) outstanding shares may be able to elect a Board of Trustees. The trust undertakes dollar-based voting, meaning that the number of votes a shareholder is entitled to is based upon the dollar amount of the shareholder’s investment. The election of trustees is determined by the votes received from all trust shareholders without regard to whether a majority of shares of any one fund voted in favor of a particular nominee or all nominees as a group.
 
Each shareholder has rights to dividends and distributions declared by the fund he or she owns and to the net assets of such fund upon its liquidation or dissolution proportionate to his or her share ownership interest in the fund. Shares of each fund have equal voting rights, although each fund votes separately on matters affecting that fund exclusively.
 
The trust shall continue unless terminated by (1) approval of at least two-thirds of the shares of each fund entitled to vote or (2) by the Trustees by written notice to shareholders of each fund. Any fund may be terminated by (1) approval of at least two-thirds of the shares of that fund or (2) by the Trustees by written notice to shareholders of that fund.
 
Upon termination of the trust or a fund, as the case may be, the trust shall pay or otherwise provide for all charges, taxes, expenses and liabilities belonging to the trust or the fund. Thereafter, the trust shall reduce the remaining assets belonging to each fund (or the particular fund) to cash, shares of other securities or any combination thereof, and distribute the proceeds belonging to each fund (or the particular fund) to the shareholders of that fund ratably according to the number of shares of that fund held by each shareholder on the termination date.
 
 
44

 
 
Shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for its obligations. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the trust. The Declaration of Trust also provides for indemnification and reimbursement of expenses of any shareholder held personally liable for obligations of the trust. The Declaration of Trust provides that the trust will, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the trust and satisfy any judgment thereon. The Declaration of Trust further provides that the trust may maintain appropriate insurance (for example, fidelity, bonding, and errors and omissions insurance) for the protection of the trust, its shareholders, trustees, officers, employees and agents to cover possible tort and other liabilities. Thus, the risk of a shareholder incurring financial loss as a result of shareholder liability is limited to circumstances in which both inadequate insurance exists and the trust is unable to meet its obligations.
 
The assets belonging to each series are held separately by the custodian and the shares of each series represent a beneficial interest in the principal, earnings and profit (or losses) of investments and other assets held for each series. Your rights as a shareholder are the same for all series of securities unless otherwise stated. Within their respective fund or class, all shares have equal redemption rights. Each share, when issued, is fully paid and non-assessable.
 
Multiple Class Structure
 
The Trust’s Board of Trustees has adopted a multiple class plan pursuant to Rule 18f-3 adopted by the SEC. The plan is described in the prospectus of any fund that offers more than one class. Pursuant to such plan, the funds may issue up to five classes of shares: Investor Class, Institutional Class, A Class, C Class and R Class. Not all funds offer all classes.
 
The Investor Class is made available to investors directly from American Century Investments and/or through some financial intermediaries. Investor Class shares charge a single unified management fee, without any load or commission payable to American Century Investments. Additional information regarding eligibility for Investor Class shares may be found in the funds’ prospectus. The Institutional Class is made available to institutional shareholders or through financial intermediaries whose clients do not require the same level of shareholder and administrative services from the advisor as Investor Class shareholders. As a result, the advisor is able to charge this class a lower total management fee. The A and C Classes also are made available through financial intermediaries, for purchase by individual investors who receive advisory and personal services from the intermediary. The R Class is made available through financial intermediaries and is generally used in 401(k) and other retirement plans. The unified management fee for the A, C and R Classes is the same as for Investor Class, but the A, C and R Class shares each are subject to a separate Master Distribution and Individual Shareholder Services Plan (the A Class Plan, C Class Plan and R Class Plan, respectively, and collectively, the plans) described below. The plans have been adopted by the funds’ Board of Trustees in accordance with Rule 12b-1 adopted by the SEC under the Investment Company Act.
 
Rule 12b-1
 
Rule 12b-1 permits an investment company to pay expenses associated with the distribution of its shares in accordance with a plan adopted by its Board of Trustees and approved by its shareholders. Pursuant to such rule, the Board of Trustees of the funds’ A, C and R Classes have approved and entered into the A Class Plan, C Class Plan and R Class Plan, respectively. The plans are described below.
 
In adopting the plans, the Board of Trustees (including a majority of trustees who are not interested persons of the funds [as defined in the Investment Company Act], hereafter referred to as the independent trustees) determined that there was a reasonable likelihood that the plans would benefit the funds and the shareholders of the affected class. Some of the anticipated benefits include improved name recognition of the funds generally; and growing assets in existing funds, which helps retain and attract investment management talent, provides a better environment for improving fund performance, and can lower the total expense ratio for funds with stepped-fee schedules. Pursuant to Rule 12b-1, information about revenues and expenses under the plans is presented to the Board of Trustees quarterly. Continuance of the plans must be approved by the Board of Trustees, including a majority of the independent trustees, annually. The plans may be amended by a vote of the Board of Trustees, including a majority of the independent trustees, except that the plans may not be amended to materially increase the amount to be spent for distribution without majority approval of the shareholders of the affected class. The plans terminate automatically in the event of an assignment and may be terminated upon a vote of a majority of the independent trustees or by vote of a majority of outstanding shareholder votes of the affected class.
 
 
45

 
 
All fees paid under the plans will be made in accordance with Section 2830 of the Conduct Rules of the Financial Industry Regulatory Authority (FINRA).
 
The Share Class Plans
 
As described in the prospectus, the A, C and R Class shares of the funds are made available to participants in employer-sponsored retirement plans and to persons purchasing through broker-dealers, banks, insurance companies and other financial intermediaries that provide various administrative, shareholder and distribution services. The funds’ distributor enters into contracts with various banks, broker-dealers, insurance companies and other financial intermediaries, with respect to the sale of the funds’ shares and/or the use of the funds’ shares in various investment products or in connection with various financial services.
 
Certain recordkeeping and administrative services that would otherwise be performed by the funds’ transfer agent may be performed by a plan sponsor (or its agents) or by a financial intermediary for A, C and R Class investors. In addition to such services, the financial intermediaries provide various individual shareholder and distribution services.
 
To enable the funds’ shares to be made available through such plans and financial intermediaries, and to compensate them for such services, the funds’ Board of Trustees has adopted the A, C and R Class Plans. Pursuant to the plans, the following fees are paid and described further below.
 
A Class
 
The A Class pays the funds’ distributor 0.25% annually of the average daily net asset value of the A Class shares. The distributor may use these fees to pay for certain ongoing shareholder and administrative services and for distribution services, including past distribution services. This payment is fixed at 0.25% and is not based on expenses incurred by the distributor.
 
C Class
 
The C Class pays the funds’ distributor 1.00% annually of the average daily net asset value of the funds’ C Class shares, 0.25% of which is paid for certain ongoing individual shareholder and administrative services and 0.75% of which is paid for distribution services, including past distribution services. This payment is fixed at 1.00% and is not based on expenses incurred by the distributor.
 
R Class
 
The R Class pays the funds’ distributor 0.50% annually of the average daily net asset value of the R Class shares. The distributor may use these fees to pay for certain ongoing shareholder and administrative services and for distribution services, including past distribution services. This payment is fixed at 0.50% and is not based on expenses incurred by the distributor.
 
During the fiscal year ended March 31, 2011, the aggregate amount of fees paid under each class plan was:
 
 
A Class
 
C Class
 
R Class
 
Ginnie Mae
$419,115
 
$16,626
 
$11,693
 
Government Bond
$524,799
 
$6,475
 
 $322
 
Inflation-Adjusted Bond
$1,819,450
 
$24,994
 
 $147
 
Short-Term Government
$186,076
 
$4,171
 
 $127
 
 
The distributor then makes these payments to the financial intermediaries (including underwriters and broker-dealers, who may use some of the proceeds to compensate sales personnel) who offer the A Class shares for the services described below. No portion of these payments is used by the distributor to pay for advertising, printing costs or interest expenses.
 
 
46

 
 
Payments may be made for a variety of individual shareholder services, including, but not limited to:
 
(a)
providing individualized and customized investment advisory services, including the consideration of shareholder profiles and specific goals;
(b)
creating investment models and asset allocation models for use by shareholders in selecting appropriate funds;
(c)
conducting 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)
consolidating shareholder accounts in one place;
(f)
paying service fees for providing personal, continuing services to investors, as contemplated by the Conduct Rules of FINRA; and
(g)
other individual services.
 
Individual shareholder services do not include those activities and expenses that are primarily intended to result in the sale of additional shares of the funds.
 
Distribution services include any activity undertaken or expense incurred that is primarily intended to result in the sale of A, C and R Class shares, which services may include but are not limited to:
 
(a)
paying sales commissions, on-going commissions and other payments to brokers, dealers, financial institutions or others who sell A, C and R Class shares pursuant to selling agreements;
(b)
compensating registered representatives or other employees of the distributor who engage in or support distribution of the funds’ A, C and R Class shares;
(c)
paying and compensating expenses (including overhead and telephone expenses) of the distributor;
(d)
printing prospectuses, statements of additional information and reports for other-than-existing shareholders;
(e)
preparing, printing and distributing 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)
providing facilities to answer questions from prospective shareholders about fund shares;
(h)
complying with federal and state securities laws pertaining to the sale of fund shares;
(i)
assisting shareholders in completing application forms and selecting dividend and other account options;
(j)
providing other reasonable assistance in connection with the distribution of fund shares;
(k)
organizing and conducting sales seminars and payments in the form of transactional and compensation or promotional incentives;
(l)
profit on the foregoing; and
(m)
such other distribution and services activities as the advisor determines may be paid for by the funds pursuant to the terms of the agreement between the trust and the funds’ distributor and in accordance with Rule 12b­1 of the Investment Company Act.
 
Valuation of a Fund’s Securities
 
All classes of the funds except the A Class are offered at their net asset value, as described below. The A Class of the funds is offered at their public offering price, which is the net asset value plus the appropriate sales charge. This calculation may be expressed as a formula:
 
Offering Price = Net Asset Value/(1 – Sales Charge Percentage)
 
For example, for Ginnie Mae, Government Bond and Inflation-Adjusted Bond, if the net asset value of the fund’s A Class shares is $5.00, the public offering price would be $5.00/(1 – 4.50%) = $5.24.
 
For example, for Short-Term Government, if the net asset value of the fund’s A Class shares is $5.00, the public offering price would be $5.00/(1 – 2.25%) = $5.12.
 
Each fund’s net asset value (NAV) per share is calculated as of the close of business of the New York Stock Exchange (the NYSE) each day the NYSE is open for business. The NYSE usually closes at 4 p.m. Eastern time. The NYSE typically observes the following holidays: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Although the funds expect the same holidays to be observed in the future, the NYSE may modify its holiday schedule at any time.
 
 
47

 
 
Each fund’s NAV is calculated by adding the value of all portfolio securities and other assets, deducting liabilities and dividing the result by the number of shares outstanding. Expenses and interest earned on portfolio securities are accrued daily.
 
Capital Preservation
 
Money market funds operate pursuant to Investment Company Act Rule 2a-7, which permits valuation of portfolio securities on the basis of amortized cost. This method involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium paid at the time of purchase. Although this method provides certainty in valuation, it generally disregards the effect of fluctuating interest rates on an instrument’s market value. Consequently, the instrument’s amortized cost value may be higher or lower than its market value, and this discrepancy may be reflected in the funds’ yields. During periods of declining interest rates, for example, the daily yield on fund shares computed as described above may be higher than that of a fund with identical investments priced at market value. The converse would apply in a period of rising interest rates.
 
As required by Rule 2a-7, the Board of Trustees has adopted procedures designed to stabilize, to the extent reasonably possible, a money market fund’s price per share as computed for the purposes of sales and redemptions at $1.00. While the day-to-day operation of the fund has been delegated to the portfolio managers, the quality requirements established by the procedures limit investments to certain instruments that the Board of Trustees has determined present minimal credit risks and that have been rated in one of the two highest rating categories as determined by a rating agency or, in the case of unrated securities, of comparable quality. The procedures require review of the money market fund’s portfolio holdings at such intervals as are reasonable in light of current market conditions to determine whether the money market fund’s net asset values calculated by using available market quotations deviate from the per-share value based on amortized cost. The procedures also prescribe the action to be taken by the advisor if such deviation should exceed 0.25%.
 
Actions the advisor and the Board of Trustees may consider under these circumstances include (i) selling portfolio securities prior to maturity, (ii) withholding dividends or distributions from capital, (iii) authorizing a one-time dividend adjustment, (iv) discounting share purchases and initiating redemptions in kind, or (v) valuing portfolio securities at market price for purposes of calculating NAV.
 
Ginnie Mae, Government Bond, Inflation-Adjusted Bond and Short-Term Government
 
Securities held by the non-money market funds normally are priced using data provided by an independent pricing service, provided that such prices are believed by the advisor to reflect the fair market value of portfolio securities.
 
In valuing securities, the pricing services generally take into account institutional trading activity, trading in similar groups of securities, and any developments related to specific securities. The methods used by the pricing service and the valuations so established are reviewed by the advisor under the general supervision of the Board of Trustees. There are a number of pricing services available, and the advisor, on the basis of ongoing evaluation of these services, may use other pricing services or discontinue the use of any pricing service in whole or in part.
 
Securities not priced by a pricing service are valued at the mean between the most recently quoted bid and ask prices provided by broker-dealers.
 
Securities maturing within 60 days of the valuation date may be valued at cost, plus or minus any amortized discount or premium, unless the trustees determine that this would not result in fair valuation of a given security. Other assets and securities for which quotations are not readily available are valued in good faith using methods approved by the Board of Trustees.
 
 
48

 
 
Taxes
 
Federal Income Tax
 
Each fund intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). By so qualifying, a fund should be exempt from federal and state income taxes to the extent that it distributes substantially all of its net investment income and net realized capital gains (if any) to investors. If a fund fails to qualify as a regulated investment company, it will be liable for taxes, significantly reducing its distributions to investors and eliminating investors’ ability to treat distributions received from the funds in the same manner in which they were realized by the funds. Due to the enactment of the Regulated Investment Company Modernization Act of 2010, there are now certain cures that are available, although if not utilized, the fund will be subject to tax.
 
To qualify as a regulated investment company, a fund must meet certain requirements of the Code, among which are requirements relating to sources of its income and diversification of its assets. A fund is also required to distribute 90% of its investment company taxable income each year. Additionally, a fund must declare dividends by December 31 of each year equal to at least 98% of ordinary income (as of December 31) and 98.2% of capital gains (as of October 31) to avoid the nondeductible 4% federal excise tax on any undistributed amounts.
 
Certain bonds purchased by the funds may be treated as bonds that were originally issued at a discount. Original issue discount represents interest for federal income tax purposes and generally can be defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Although no cash is actually received by a fund until the maturity of the bond, original issue discount is treated for federal income tax purposes as income earned by a fund over the term of the bond, and therefore is subject to the distribution requirements of the Code. The annual amount of income earned on such a bond by a fund generally is determined on the basis of a constant yield to maturity that takes into account the semiannual compounding of accrued interest.
 
In addition, some of the bonds may be purchased by a fund at a discount that exceeds the original issue discount on such bonds, if any. This additional discount represents market discount for federal income tax purposes. The gain realized on the disposition of any bond having market discount generally will be treated as taxable ordinary income to the extent it does not exceed the accrued market discount on such bond (unless a fund elects to include market discount in income in tax years to which it is attributable or if the amount is considered de minimis). Generally, market discount accrues on a daily basis for each day the bond is held by a fund on a constant yield to maturity basis. In the case of any debt security having a fixed maturity date of not more than one year from its date of issue, the gain realized on disposition generally will be treated as short-term capital gain.
 
If fund shares are purchased through taxable accounts, distributions either of cash or additional shares of net investment income and net short-term capital gains are taxable to you as ordinary income, unless they are designated as qualified dividend income and you meet a minimum required holding period with respect to your shares of a fund, in which case such distributions are taxed as long-term capital gains. Qualified dividend income is a dividend received by a fund from the stock of a domestic or qualifying foreign corporation, provided that the fund has held the stock for a required holding period. The required holding period for qualified dividend income is met if the underlying shares are held at least 60 days in the 121-day period beginning 60 days prior to the ex-dividend date. Dividends received by the funds on shares of stock of domestic corporations may qualify for the 70% dividends-received deduction to the extent that the fund held those shares for more than 45 days. Distributions from gains on assets held by a fund longer than 12 months are taxable as long-term gains regardless of the length of time you have held your shares in the fund. If you purchase shares in a fund and sell them at a loss within six months, your loss on the sale of those shares will be treated as a long-term capital loss to the extent of any long-term capital gains dividend you received on those shares.
 
As of March 31, 2011, the funds in the table below had the following capital loss carryovers, which expire in the years and amounts listed. When a fund has a capital loss carryover, it does not make capital gains distributions until the loss has been offset or expired.
 
 
49

 
 
Fund
2012
2013
2014
2015
Capital Preservation
Ginnie Mae
($4,170,582)
($11,922,927)
($10,878,793)
($7,352,435)
Government Bond
Inflation-Adjusted Bond
Short-Term Government
($188,638)
 
If you have not complied with certain provisions of the Internal Revenue Code and Regulations, either American Century Investments or your financial intermediary is required by federal law to withhold and remit to the IRS the applicable federal withholding rate of reportable payments (which may include dividends, capital gains distributions and redemption proceeds). Those regulations require you to certify that the Social Security number or tax identification number you provide is correct and that you are not subject to withholding for previous under-reporting to the IRS. You will be asked to make the appropriate certification on your account application. Payments reported by us to the IRS that omit your Social Security number or tax identification number will subject us to a nonrefundable penalty of $50, which will be charged against your account if you fail to provide the certification by the time the report is filed.
 
A redemption of shares of the fund (including a redemption made in an exchange transaction) will be a taxable transaction for federal income tax purposes and you generally will recognize gain or loss in an amount equal to the difference between the basis of the shares and the amount received. If a loss is realized on the redemption of fund shares, the reinvestment in additional fund shares within 30 days before or after the redemption may be subject to the “wash sale” rules of the Code, resulting in a postponement of the recognition of such loss for federal income tax purposes.
 
State and Local Taxes
 
Distributions also may be subject to state and local taxes, even if all or a substantial part of these distributions are derived from interest on U.S. government obligations which, if you received them directly, would be exempt from state income tax. However, most but not all states allow this tax exemption to pass through to fund shareholders when a fund pays distributions to its investors. You should consult your tax advisor about the tax status of these distributions in your state.
 
The information above is only a summary of some of the tax considerations affecting the funds and their investors. No attempt has been made to discuss individual tax consequences. A prospective investor should consult with his or her tax advisors or state or local tax authorities to determine whether the funds are suitable investments.
 
Financial Statements
 
The financial statements have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm. Their Report of Independent Registered Public Accounting Firm and the financial statements included in the funds’ annual reports for the fiscal year ended March 31, 2011 are incorporated herein by reference.
 
 
50

 
 
Appendix A – Principal Shareholders
 
As of June 30, 2011, the following shareholders owned more than 5% of the outstanding shares of a class of the fund. The table shows shares owned of record unless otherwise noted.
 
Fund/
Class
Shareholder
Percentage of
Outstanding Shares
Owned Of Record
Capital Preservation
Investor Class
 
None
 
Ginnie Mae
Investor Class
 
Charles Schwab & Co Inc
San Francisco, California
20%
 
National Financial Services Corp
New York, New York
6%
Institutional Class
 
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
60%
 
National Financial Services LLC
New York, New York
21%
 
JPMorgan Chase Tr American Century Executive Def Comp Plan Trust
Kansas City, Missouri
17%
A Class
 
KS Post Secondary Education SP
Kansas City, Missouri
Includes 12.82% registered for the benefit of Schwab-Moderately Aggressive Ginnie Mae Advisor Omnibus and 9.73% registered for the benefit of Schwab-Moderate Ginnie Mae Advisor Omnibus and 9.02% registered for the benefit of Schwab-Conservative Ginnie Mae Advisor Omnibus and 8.9% registered for the benefit of Schwab-Moderately Conservative Ginnie Mae Advisor Omnibus
45%
 
American Enterprise Investment Svc
Minneapolis, Minnesota
18%
 
American United Life Group Retirement Annuity
Indianapolis, Indiana
7%
 
MLPF&S
Jacksonville, Florida
7%
C Class
 
J Bledsoe T Bledsoe and C Peterson TT
Schultz Industries Inc 401K PSP
c/o Fascore LLC
Greenwood Village, Colorado
12%
 
MSSB Cust FBO
John Nelson IRA
Saginaw, Michigan
5%
 
 
A-1

 
 
Fund/
Class
Shareholder
Percentage of
Outstanding Shares
Owned Of Record
Ginnie Mae
R Class
 
Frontier Trust Co
Fargo, North Dakota
Includes 5.73% registered for the benefit of Peoples State Bank of Hallettsville and 5.51% registered for the benefit of Larmco Windows Inc 401K P/S plan
18%
 
State Street Bank
Boston, Massachusetts
17%
 
Capital Bank & Trust Company TTEE Underwood Fruit & Warehouse
RSP 401 Trust
Greenwood Village, Colorado
17%
 
PIMS/Prudential Retirement as Nominee for the TTEE/CUST PL 002
Chicagoland Association of Pari-
Palatine, Illinois
16%
 
MG Trust Company
Denver, Colorado
Includes 6.96% registered for the benefit of CMC Engineering
15%
 
Orchard Trust Co.
Greenwood Village, Colorado
6%
 
PIMS/Prudential Retirement as nominee for the TTEE/Cust PL006
Liquidhub Inc 401K Plan
Wayne, Pennsylvania
5%
Government Bond
Investor Class
 
Charles Schwab & Co Inc
San Francisco, California
34%
 
National Financial Services Corp.
New York, New York
13%
 
MLPF&S
Jacksonville, Florida
7%
Institutional Class
 
Charles Schwab & Co Inc
San Francisco, California
52%
 
Shook Hardy & Bacon LLP Trustee
Kansas City, Missouri
Includes 23.32% registered for the benefit of Shook Hardy & Bacon Money Purchase Pension Plan and 14.56% registered for the benefit of Shook Hardy & Bacon 401K Profit Sharing Plan
38%
 
National Financial Services LLC
New York, New York
6%
A Class
 
MLPF&S
Jacksonville, Florida
45%
 
State Street Bank
Boston, Massachusetts
Includes 13.75% registered for the benefit of ADP/MSDW 401K Product
14%
 
American Enterprise Investment Svc
Minneapolis, Minnesota
11%
 
 
A-2

 
 
Fund/
Class
Shareholder
Percentage of
Outstanding Shares
Owned Of Record
Government Bond
C Class
 
American Enterprise Inv Svc
Minneapolis, Minnesota
21%
 
Pershing LLC
Jersey City, New Jersey
14%
 
UBS Financial Services Inc. FBO Milene Marion Living Trust
Woodland Hills, California
13%
 
Raymond James & Assoc Inc
FBO Mark A Watenberg Exec
E/O Mildred Janovsky
Lynbrook, New York
7%
 
Raymond James & Assoc Inc
FBO Robert J La Reddola TTEE
Garvin Lawrence Living Trust
Garden City, New York
6%
 
Frontier Trust Company FBO
Visser S Florist 401K
Fargo, North Dakota
6%
R Class
 
MG Trust Company
Denver, Colorado
Includes 17.32% registered for the benefit of Edu-Met Interactive Systems Inc 4 and 12.83% registered for the benefit of Garden City USD 457 Voluntary 403B
31%
 
DCGT Trustee and/or Custodian
FBO Principal Financial Group Qualified
Prin Advtg Omnibus
Des Moines, Iowa
31%
 
Rod L Lewis Trustee
FBO Lewis Auto Plaza Inc
401K c/o Fascore LLC
Greenwood Village, Colorado
27%
 
American Century Investment Management Inc.
Kansas City, Missouri
Shares owned of record and beneficially
10%
Inflation-Adjusted Bond
Investor Class
 
Charles Schwab & Co Inc
San Francisco, California
28%
 
MLPF&S
Jacksonville, Florida
16%
 
National Financial Services Corp
New York, New York
14%
 
Pershing LLC
Jersey City, New Jersey
7%
 
 
A-3

 
 
Fund/
Class
Shareholder
Percentage of
Outstanding Shares
Owned Of Record
Inflation-Adjusted Bond
Institutional Class
 
American Century Serv Corp
Live Strong 2015 Portfolio Infl Adj Omnibus
Kansas City, Missouri
Shares owned of record and beneficially
19%
 
American Century Serv Corp
Live Strong 2025 Portfolio Infl Adj Omnibus
Kansas City, Missouri
Shares owned of record and beneficially
11%
 
Mac & Co A/C
Pittsburgh, Pennsylvania
10%
 
State Street Bank & Trust Co. TTEE FBO Towers Perrin Deferred PSP
Westwood, Massachusetts
9%
 
Charles Schwab & Co Inc
San Francisco, California
8%
 
National Financial Services Corp
New York, New York
6%
 
American Century Serv Corp
Live Strong 2035 Portfolio Infl Adj Omnibus
Kansas City, Missouri
Shares owned of record and beneficially
5%
A Class
 
American Enterprise Investment Svc
Minneapolis, Minnesota
39%
 
Nationwide Trust Company
Columbus, Ohio
6%
C Class
 
MLPF&S
Jacksonville, Florida
22%
 
American Enterprise Investment Svc
Minneapolis, Minnesota
18%
 
Pershing LLC
Jersey City, New Jersey
6%
R Class
 
Preferred Podiatry Group TTEE FBO Preferred
Podiatry Group 401K c/o Fascore LLC
Greenwood Village, Colorado
44%
 
Capital Bank & Trust Company TTEE
Greenwood Village, Colorado
Includes 34.24% registered for the benefit of Nibbi Brothers Associates Inc 401 and 7.4% registered for the benefit of Steel-Pro Inc 401K
42%
 
American Century Investment Management Inc.
Kansas City, Missouri
Shares owned of record and beneficially
5%
 
 
A-4

 
 
Fund/
Class
Shareholder
Percentage of
Outstanding Shares
Owned Of Record
Short-Term Government
Investor Class
 
Stowers Resource Management, Inc.
Kansas City, Missouri
14%
 
National Financial Services Corp
New York, New York
13%
 
Charles Schwab & Co Inc
San Francisco, California
11%
 
Stowers Institute for Medical Research
Kansas City, Missouri
8%
Institutional Class
 
Stowers Group 403B Savings Plan
Timothy Geary
Overland Park, Kansas
27%
 
PS RPSA Stowers Group Retirement Sav Plan
Dirk E. Hacker
Leawood, Kansas
19%
 
American Century Investment Management Inc.
Kansas City, Missouri
Shares owned of record and beneficially
16%
 
PS RPSA Stowers Group Retirement Sav Plan
Ronald C. Conaway
Kansas City, Missouri
14%
 
PS RPSA Stowers Group Retirement Sav Plan
Joan W. Conaway
Kansas City, Missouri
13%
A Class
 
Nationwide Trust Company FSB
Columbus, Ohio
21%
 
FIIOC
Covington, Kentucky
Includes 14.67% registered for the benefit of ACCOR Business & Leisure Inc
Retirement Savings Plan and 6.52% registered for the benefit of ACCOR North America Corporation 401K
21%
 
American Enterprise Investment Svc
Minneapolis, Minnesota
20%
 
Nationwide Life Insurance Company
Columbus, Ohio
7%
 
 
A-5

 
 
Fund/
Class
Shareholder
Percentage of
Outstanding Shares
Owned Of Record
Short-Term Government
C Class
 
American Enterprise Investment Svc
Minneapolis, Minnesota
24%
 
Citigroup Global Markets Inc.
New York, New York
17%
 
First Clearing LLC
St. Louis, Missouri
13%
 
Quantum Realty Advisors Inc
IRA SEP Chris Losquardo
Palm Beach Gardens, Florida
9%
 
RBC Capital Markets Corp
FBO Janet K. Allodi IRA
Oriskany, New York
8%
 
NFS LLC FEBO Daniel Karapondo Tr
Early Detection Imaging LLC DB
Lima, Ohio
8%
 
LPL Financial
San Diego, California
7%
 
Pershing LLC
Jersey City, New Jersey
5%
R Class
 
American Century Investment Management Inc.
Kansas City, Missouri
Shares owned of record and beneficially
100%
 
The funds are unaware of any other shareholders, beneficial or of record, who own more than 5% of any class of a fund’s outstanding shares or who own more than 25% of the voting securities of the trust. A shareholder owning beneficially more than 25% of the trust’s outstanding shares may be considered a controlling person. The vote of any such person could have a more significant effect on matters presented at a shareholders’ meeting than votes of other shareholders. As of June 30, 2011, the officers and trustees of the funds, as a group, owned less than 1% of any class of a fund’s outstanding shares.
 
 
A-6

 
 
Appendix B – Sales Charges and Payments to Dealers
 
Sales Charges
 
The sales charges applicable to the A and C Classes of the funds are described in the prospectus for those classes in the section titled Investing Through a Financial Intermediary. Shares of the A Class are subject to an initial sales charge, which declines as the amount of the purchase increases. Additional information regarding reductions and waivers of the A Class sales charge may be found in the funds’ prospectus.
 
Shares of the A and C Classes are subject to a contingent deferred sales charge (CDSC) upon redemption of the shares in certain circumstances. The specific charges and when they apply are described in the relevant prospectus. The CDSC may be waived for certain redemptions by some shareholders, as described in the prospectus.
 
An investor may terminate his relationship with an intermediary at any time. If the investor does not establish a relationship with a new intermediary and transfer any accounts to that new intermediary, such accounts may be exchanged to the Investor Class of the fund, if such class is available. The investor will be the shareholder of record of such accounts. In this situation, any applicable CDSCs will be charged when the exchange is made.
 
The aggregate CDSCs paid to the distributor for the A Class shares in the fiscal year ended March 31, 2011, were:
 
Government Bond
$532
 
The aggregate CDSCs paid to the distributor for the C Class shares in the fiscal year ended March 31, 2011 were:
 
Ginnie Mae
$8,330
Government Bond
$939
Inflation-Adjusted Bond
$1,566
Short-Term Government
$209
 
Payments to Dealers
 
The funds’ distributor expects to pay dealer commissions to the financial intermediaries who sell A and/or C Class shares of the funds at the time of such sales. Payments for A Class shares for Ginnie Mae, Government Bond and Inflation-Adjusted Bond will be as follows:
 
Purchase Amount
Dealer Commission as a % of Offering Price
Less than $100,000
4.00%
$100,000 - $249,999
3.00%
$250,000 - $499,999
2.00%
$500,000 - $999,999
1.75%
$1,000,000 - $3,999,999
1.00%
$4,000,000 - $9,999,999
0.50%
$10,000,000 or more
0.25%
 
Payments for A Class shares for Short-Term Government will be as follows:
 
Purchase Amount
Dealer Commission as a % of Offering Price
Less than $100,000
2.00%
$100,000 - $249,999
1.50%
$250,000 - $499,999
1.25%
$500,000 - $999,999
1.00%
$1,000,000 - $3,999,999
1.00%
$4,000,000 - $9,999,999
0.50%
$10,000,000 or more
0.25%
 
 
B-1

 
 
No dealer commission will be paid on purchases by employer-sponsored retirement plans. For this purpose, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs. Payments will equal 1.00% of the purchase price of the C Class shares sold by the financial intermediary. The distributor will retain the 12b-1 fee paid by the C Class of funds for the first 13 months after the shares are purchased. This fee is intended in part to permit the distributor to recoup a portion of on-going sales commissions to dealers plus financing costs, if any. Beginning with the first day of the 13th month, the distributor will make the C Class distribution and individual shareholder services fee payments described above to the financial intermediaries involved on a quarterly basis. In addition, C Class purchases and A Class purchases greater than $1,000,000 are subject to a CDSC as described in the prospectuses.
 
From time to time, the distributor may make additional payments to dealers, including but not limited to payment assistance for conferences and seminars, provision of sales or training programs for dealer employees and/or the public (including, in some cases, payment for travel expenses for registered representatives and other dealer employees who participate), advertising and sales campaigns about a fund or funds, and assistance in financing dealer-sponsored events. Other payments may be offered as well, and all such payments will be consistent with applicable law, including the then-current rules of the Financial Industry Regulatory Authority. Such payments will not change the price paid by investors for shares of the funds.
 
 
B-2

 
 
Appendix C – Buying and Selling Fund Shares
 
Information about buying, selling, exchanging and, if applicable, converting fund shares is contained in the funds’ prospectus. The prospectus is available to investors without charge and may be obtained by calling us.
 
Employer-sponsored retirement plans
 
Certain group employer sponsored retirement plans, that hold a single account for all plan participants with the fund, or shares are purchased by certain retirement plans that are part of a retirement plan or platform offered by banks, broker dealers, financial advisors or insurance companies, or serviced by retirement recordkeepers are eligible to purchase Investor, Institutional, A, C and R Class shares.  A and C Class purchases are available at net asset value with no dealer commission paid to the financial professional, nor incur a CDSC.  A, C and R Class shares purchased in employer-sponsored retirement plans are subject to applicable distribution and service (12b-1) fees, which the financial intermediary begins receiving immediately at the time of purchase. There is no plan size or participant number requirement by class.
 
401(a) plans
pension plans
profit sharing plans
401(k) plans
money purchase plans
target benefit plans
Taft-Hartley multi-employer pension plans
SERP and “Top Hat” plans
ERISA trusts
employee benefit plans and trusts
employer-sponsored health plans
457 plans
KEOGH or HR(10) plans
employer-sponsored 403(b) plans
nonqualified deferred compensation plans
nonqualified excess benefit plans
nonqualified retirement plans
 
Traditional and Roth IRAs are not considered employer-sponsored retirement plans, and SIMPLE IRAs, SEP IRAs and SARSEPs are collectively referred to as Business IRAs. SEP IRA, SIMPLE IRA or SARSEP retirement plans that (i) held shares of an A Class fund prior to March 1, 2009 that received sales charge waivers or (ii) held shares of an Advisor Class fund that was renamed A Class on March 1, 2010, may permit additional purchases by new and existing participants in A Class shares without an initial sales charge.
 
R Class IRA Accounts established prior to August 1, 2006 may make additional purchases.
 
 
C-1

 
 
Waiver of Minimum Initial Investment Amounts — Institutional Class
 
American Century Investments may permit a financial intermediary to waive the initial minimum per shareholder for Institutional Class shares in the following situations:
 
Broker-dealers purchasing fund shares for clients in broker-sponsored discretionary fee-based advisory programs where the portfolio manager of the program acts on behalf of the shareholder through omnibus accounts;
Trust companies and bank wealth management organizations purchasing shares in a fiduciary, discretionary trustee or advisory account on behalf of the shareholder, through omnibus accounts or nominee name accounts;
Financial intermediaries with clients of a registered investment advisor (RIA) purchasing fund shares in fee based advisory accounts with a $100,000 initial minimum per client or $250,000 aggregated initial investment across multiple clients, where the RIA is purchasing shares through certain broker-dealers through omnibus accounts;
Qualified Tuition Programs under Section 529 that have entered into an agreement with the distributor;
Certain employer-sponsored retirement plans, as approved by American Century Investments; and  
Certain other situations deemed appropriate by American Century Investments.
 
 
C-2

 
 
Appendix D – Explanation of Fixed-Income Securities Ratings
 
As described in the prospectus, the funds will invest in fixed-income securities. Those investments, however, are subject to certain credit quality restrictions, as noted in the prospectus. The following is a summary of the rating categories referenced in the prospectus.
 
Ratings of Corporate Debt Securities
Standard & Poor’s
AAA
This is the highest rating assigned by S&P to a debt obligation. It indicates an extremely strong capacity to pay interest and repay principal.
AA
Debt rated in this category is considered to have a very strong capacity to pay interest and repay principal. It differs from the highest-rated obligations only in small degree.
A
Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
BBB
Debt rated in this category is regarded as having an adequate capacity to pay interest and repay principal. While it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories. Debt rated below BBB is regarded as having significant speculative characteristics.
BB
Debt rated in this category has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The BB rating also is used for debt subordinated to senior debt that is assigned an actual or implied BBB rating.
B
Debt rated in this category is more vulnerable to nonpayment than obligations rated ‘BB’, but currently has the capacity to pay interest and repay principal. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to pay interest and repay principal.
CCC
Debt rated in this category is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.
CC
Debt rated in this category is currently highly vulnerable to nonpayment. This rating category is also applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.
C
The rating C typically is applied to debt subordinated to senior debt, and is currently highly vulnerable to nonpayment of interest and principal. This rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but debt service payments are being continued.
D
Debt rated in this category is in default. This rating is used when interest payments or principal repayments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. It also will be used upon the filing of a bankruptcy petition or the taking of a similar action if debt service payments are jeopardized.
 
 
D-1

 
 
Moody’s Investors Service, Inc.
Aaa
This is the highest rating assigned by Moody’s to a debt obligation. It indicates an extremely strong capacity to pay interest and repay principal.
Aa
Debt rated in this category is considered to have a very strong capacity to pay interest and repay principal and differs from Aaa issues only in a small degree. Together with Aaa debt, it comprises what are generally known as high-grade bonds.
A
Debt rated in this category possesses many favorable investment attributes and is to be considered as upper-medium-grade debt. Although capacity to pay interest and repay principal are considered adequate, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
Baa
Debt rated in this category is considered as medium-grade debt having an adequate capacity to pay interest and repay principal. While it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories. Debt rated below Baa is regarded as having significant speculative characteristics.
Ba
Debt rated Ba has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. Often the protection of interest and principal payments may be very moderate.
B
Debt rated B has a greater vulnerability to default, but currently has the capacity to meet financial commitments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied Ba or Ba3 rating.
Caa
Debt rated Caa is of poor standing, has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal. Such issues may be in default or there may be present elements of danger with respect to principal or interest. The Caa rating is also used for debt subordinated to senior debt that is assigned an actual or implied B or B3 rating.
Ca
Debt rated in this category represent obligations that are speculative in a high degree. Such debt is often in default or has other marked shortcomings.
C
This is the lowest rating assigned by Moody’s, and debt rated C can be regarded as having extremely poor prospects of attaining investment standing.

Fitch Investors Service, Inc.
AAA
Debt rated in this category has the lowest expectation of credit risk. Capacity for timely payment of financial commitments is exceptionally strong and highly unlikely to be adversely affected by foreseeable events.
AA
Debt rated in this category has a very low expectation of credit risk. Capacity for timely payment of financial commitments is very strong and not significantly vulnerable to foreseeable events.
A
Debt rated in this category has a low expectation of credit risk. Capacity for timely payment of financial commitments is strong, but may be more vulnerable to changes in circumstances or in economic conditions than debt rated in higher categories.
BBB
Debt rated in this category currently has a low expectation of credit risk and an adequate capacity for timely payment of financial commitments. However, adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
 
 
D-2

 
 
Fitch Investors Service, Inc.
BB
Debt rated in this category has a possibility of developing credit risk, particularly as the result of adverse economic change over time. However, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
B
Debt rated in this category has significant credit risk, but a limited margin of safety remains. Financial commitments currently are being met, but capacity for continued debt service payments is contingent upon a sustained, favorable business and economic environment.
CCC, CC, C
Debt rated in these categories has a real possibility for default. Capacity for meeting financial commitments depends solely upon sustained, favorable business or economic developments. A CC rating indicates that default of some kind appears probable; a C rating signals imminent default.
DDD, DD, D
The ratings of obligations in these categories are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. DDD obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. DD indicates potential recoveries in the range of 50%-90% and D the lowest recovery potential, i.e., below 50%.
 
Entities rated in these categories have defaulted on some or all of their obligations. Entities rated DDD have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated DD and D are generally undergoing a formal reorganization or liquidation process; those rated DD are likely to satisfy a higher portion of their outstanding obligations, while entities rated D have a poor prospect of repaying all obligations.
 
To provide more detailed indications of credit quality, the Standard & Poor’s ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within these major rating categories. Similarly, Moody’s adds numerical modifiers (1,2,3) to designate relative standing within its major bond rating categories. Fitch also rates bonds and uses a ratings system that is substantially similar to that used by Standard & Poor’s.
 
Commercial Paper Ratings
S&P
Moody’s
Description
A-1
Prime-1
(P-1)
This indicates that the degree of safety regarding timely payment is strong. Standard & Poor’s rates those issues determined to possess extremely strong safety characteristics as A-1+.
A-2
Prime-2
(P-2)
Capacity for timely payment on commercial paper is satisfactory, but the relative degree of safety is not as high as for issues designated A-1. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriated, may be more affected by external conditions. Ample alternate liquidity is maintained.
A-3
Prime-3
(P-3)
This indicates satisfactory capacity for timely repayment. Issues that carry this rating are somewhat more vulnerable to the adverse changes in circumstances than obligations carrying the higher designations.
 
 
D-3

 
 
Municipal Note and Variable Rate Security Ratings
S&P
Moody’s
Description
SP-1
MIG-1;
VMIG-1
Notes are of the highest quality enjoying strong protection from established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing, or both.
SP-2
MIG-2;
VMIG-2
Notes are of high quality with margins of protection ample, although not so large as in the preceding group.
SP-3
MIG-3;
VMIG-3
Notes are of favorable quality with all security elements accounted for, but lacking the undeniable strength of the preceding grades. Market access for refinancing, in particular, is likely to be less well-established.
SP-4
MIG-4;
VMIG-4
Notes are of adequate quality, carrying specific risk but having protection and not distinctly or predominantly speculative.
 
 
D-4

 
 
Notes
 
 
 

 

 
 
 
 

 


 
American Century Investments
americancentury.com
 
 
Retail Investors
P.O. Box 419200
Kansas City, Missouri 64141-6200
1-800-345-2021 or 816-531-5575
Financial Professionals
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-345-6488
 
Investment Company Act File No. 811-4363
CL-SAI-71914    1108
 
 
 
 

 
 
AMERICAN CENTURY GOVERNMENT INCOME TRUST

PART C    OTHER INFORMATION

Item 28.  Exhibits

(a)           (1)           Amended and Restated Agreement and Declaration of Trust of American Century Government Income Trust, dated March 26, 2004 (filed electronically as Exhibit a to Post-Effective Amendment No. 49 to the Registration Statement of the Registrant on July 29, 2004, File No. 2-99222, and incorporated herein by reference).

(2)           Amendment No. 1 to Amended and Restated Agreement and Declaration of Trust of American Century Government Income Trust, dated March 8, 2007 (filed electronically as Exhibit a2 to Post-Effective Amendment No. 53 to the Registration Statement of the Registrant on May 15, 2007, File No. 2-99222, and incorporated herein by reference).

(3)           Amendment No. 2 to Amended and Restated Agreement and Declaration of Trust of American Century Government Income Trust, dated July 3, 2007 (filed electronically as Exhibit a3 to Post-Effective Amendment No. 54 to the Registration Statement of the Registrant on July 27, 2007, File No. 2-99222, and incorporated herein by reference).

(4)           Amendment No. 3 to Amended and Restated Agreement and Declaration of Trust of American Century Government Income Trust, dated August 31, 2007 (filed electronically as Exhibit a4 to Post-Effective Amendment No. 55 to the Registration Statement of the Registrant on September 26, 2007, File No. 2-99222, and incorporated herein by reference).

(5)           Amendment No. 4 to Amended and Restated Agreement and Declaration of Trust of American Century Government Income Trust, dated November 30, 2007 (filed electronically as Exhibit a5 to Post-Effective Amendment No. 56 to the Registration Statement of the Registrant on July 29, 2008, File No. 2-99222, and incorporated herein by reference).

(6)           Amendment No. 5 to Amended and Restated Agreement and Declaration of Trust of American Century Government Income Trust, dated February 16, 2010 (filed electronically as Exhibit a6 to Post-Effective Amendment No. 60 to the Registration Statement of the Registrant on July 29, 2010, File No. 2-99222, and incorporated herein by reference).

(b)           Amended and Restated Bylaws, dated February 18, 2010 (filed electronically as Exhibit b to Post-Effective Amendment No. 60 to the Registration Statement of the Registrant on July 29, 2010, File No. 2-99222, and incorporated herein by reference).

(c)           Registrant hereby incorporates by reference, as though set forth fully herein, Article III, Article IV, Article V, Article VI and Article VIII of Registrant's Amended and Restated Agreement and Declaration of Trust, appearing as Exhibit (a) herein and Article II, Article VII, and Article IX of Registrant's Amended and Restated Bylaws, incorporated by reference as Exhibit (b) herein.

(d)           Restated Management Agreement with American Century Investment Management, Inc., effective as of August 1, 2011, is included herein.

(e)           (1)           Amended and Restated Distribution Agreement between American Century Government Income Trust and American Century Investment Services, Inc., effective as of March 1, 2010 (filed electronically as Exhibit e1 to Post-Effective Amendment No. 59 to the Registration Statement of the Registrant on February 8, 2010, File No. 2-99222, and incorporated herein by reference).

 
1

 
 
(2)           Form of Dealer/Agency Agreement (filed electronically as Exhibit e2 to Post-Effective Amendment No. 25 to the Registration Statement of American Century International Bond Funds on April 30, 2007, File No. 333-43321 and incorporated herein by reference).

(f)           Not applicable.

(g)           (1)           Master Agreement with Commerce Bank N.A., dated January 22, 1997 (filed electronically 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).

(2)           Master Custodian Agreement with State Street Bank and Trust Company, made as of July 29, 2011, is included herein.

(3)           Custody Fee Schedule with State Street Bank and Trust Company, dated as of July 29, 2011, is included herein.

(h)           Amended and Restated Transfer Agency Agreement between American Century Government Income Trust and American Century Services, LLC, dated August 1, 2007 (filed electronically as Exhibit h1 to Post-Effective Amendment No. 54 to the Registration Statement of the Registrant on July 27, 2007, File No. 2-99222, and incorporated herein by reference).

(i)           Opinion and Consent of Counsel dated February 4, 2010 (filed electronically as Exhibit i to Post-Effective Amendment No. 59 to the Registration Statement of the Registrant on February 8, 2010, File No. 2-99222, and incorporated herein by reference).

(j)           Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, dated July 25, 2011, is included herein.

(k)           Not applicable.

(l)           Not applicable.

(m)           (1)           Amended and Restated Master Distribution and Individual Shareholder Services Plan (A Class), effective as of March 1, 2010 (filed electronically as Exhibit m1 to Post-Effective Amendment No. 59 to the Registration Statement of the Registrant on February 8, 2010, File No. 2-99222, and incorporated herein by reference).

(2)           Amended and Restated Master Distribution and Individual Shareholder Services Plan (R Class), effective as of March 1, 2010 (filed electronically as Exhibit m2 to Post-Effective Amendment No. 59 to the Registration Statement of the Registrant on February 8, 2010, File No. 2-99222, and incorporated herein by reference).

(3)           Master Distribution and Individual Shareholder Services Plan (C Class), effective as of March 1, 2010 (filed electronically as Exhibit m3 to Post-Effective Amendment No. 59 to the Registration Statement of the Registrant on February 8, 2010, File No. 2-99222, and incorporated herein by reference).

(n)           Amended and Restated Multiple Class Plan of American Century Government Income Trust, effective as of March 1, 2010 (filed electronically as Exhibit n to Post-Effective Amendment No. 59 to the Registration Statement of the Registrant on February 8, 2010, File No. 2-99222, and incorporated herein by reference).

(o)           Reserved.

(p)           (1)           American Century Investments Code of Ethics (filed electronically as Exhibit p1 to Post-Effective Amendment No. 48 to the Registration Statement of American Century California Tax-Free and Municipal Funds on December 29, 2010, File No. 2-82734, and incorporated herein by reference).

 
2

 
(2)           Independent Directors' Code of Ethics amended February 28, 2000 (filed electronically as Exhibit p2 to Post-Effective Amendment No. 40 to the Registration Statement of American Century Target Maturities Trust on November 30, 2004, File No. 2-94608, and incorporated herein by reference).

(q)           (1)           Power of Attorney, dated March 24, 2011 (filed electronically as Exhibit q1 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Variable Portfolios II, Inc. on April 11, 2011, File No. 333-46922, and incorporated herein by reference).

(2)           Secretary's Certificate, dated March 24, 2011 (filed electronically as Exhibit q2 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Variable Portfolios II, Inc. on April 11, 2011, File No. 333-46922, and incorporated herein by reference).

Item 29.  Persons Controlled by or Under Common Control with Registrant

The persons who serve as the trustees or directors of the Registrant also serve, in substantially identical capacities, the following investment companies:

American Century California Tax-Free and Municipal Funds
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Quantitative Equity Funds, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios II, Inc.

Because the boards of each of the above-named investment companies are identical, these companies may be deemed to be under common control.

Item 30.  Indemnification

As stated in Article VII, Section 3 of the Amended and Restated Agreement and Declaration of Trust, incorporated herein by reference to Exhibit (a) to the Registration Statement, "The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase insurance for and to provide by resolution or in the Bylaws for indemnification out of Trust assets for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit, or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust. The provisions, including any exceptions and limitations concerning indemnification, may be set forth in detail in the Bylaws or in a resolution of the Trustees."

Registrant hereby incorporates by reference, as though set forth fully herein, Article VI of the Registrant's Amended and Restated Bylaws, appearing as Exhibit (b) herein.

The Registrant has purchased an insurance policy insuring its officers and directors against certain liabilities which such officers and directors may incur while acting in such capacities and providing reimbursement to the Registrant for sums which it may be permitted or required to pay to its officers and directors by way of indemnification against such liabilities, subject in either case to clauses respecting deductibility and participation.

Item 31.  Business and Other Connections of Investment Advisor

In addition to serving as the Registrant’s advisor, American Century Investment Management, Inc. (ACIM) provides portfolio management services for other investment companies as well as for other business and institutional clients. Except as listed below, none of the directors or officers of the advisor are or have been engaged in any business, profession, vocation or employment of a substantial nature, other than on behalf of the advisor and its affiliates, within the last two fiscal years.

 
3

 
James E. Stowers, Jr. (Director of ACIM). Serves as a member of the board of directors of the Stowers Institute for Medical Research, Stowers Resource Management, Inc. (SRM), BioMed Valley Corporation and BioMed Valley Discoveries, Inc. Each of these entities is part of a biomedical research organization that conducts basic research to find the keys to the causes, treatment and prevention of disease. Mr. Stowers also serves as the co-chair of the SRM board and is a member of SRM’s executive committee. The principal business address for these entities is 1000 E. 50 th Street, Kansas City, MO 64110.

Kevin Akioka (Vice President of ACIM). Served as Portfolio Manager, Macquarie Funds Group, principal address is 555 South Flower Street, Los Angeles, CA 90071, 2007 to 2010.

Navneet Arora (Senior Vice President of ACIM). Served as Managing Director and Global Head of Model-Based Credit Research for BlackRock, Inc., principal address is 40 East 52 nd Street, New York, NY 10022, 2006 to 2011.

Brian Garbe (Vice President of ACIM). Served as Portfolio Manager and Director of Research and Trading, City National Bank, principal address is 400 North Roxbury Drive, Beverly Hills, CA 90210, 1999 to 2010.

Richard A. Weiss (Senior Vice President of ACIM). Served as Chief Investment Officer, City National Bank, principal address is 400 North Roxbury Drive, Beverly Hills, CA 90210, 1999 to 2010.

Scott Wittman (Senior Vice President of ACIM). Served as Managing Director, Munder Capital Management, principal address is 480 Pierce Street, Birmingham, MI 48009, 2005 to 2009.

The principal address for the advisor is 4500 Main Street, Kansas City, MO 64111.

Item 32.  Principal Underwriters

I.           (a)           American Century Investment Services, Inc. (ACIS) acts as principal underwriter for the following investment companies:

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.

ACIS is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority. ACIS is located at 4500 Main Street, Kansas City, Missouri 64111. ACIS is a wholly-owned subsidiary of American Century Companies, Inc.

(b)           The following is a list of the directors and officers of ACIS as of June 6, 2011:
 
 
4

 

Name and Principal
Business Address*
Positions and Offices
With Underwriter
Positions and Offices
With Registrant
 
David Larrabee
Director, President and Chief Executive Officer
none
     
Barry C. Mayhew
Director and Senior Vice President
none
     
Martha G. Miller
Director and Senior Vice President
none
     
Gary P. Kostuke
Director and Senior Vice President
none
     
Jami D. Waggoner
Chief Financial Officer, Chief Accounting Officer and Treasurer
none
     
Joseph P. Craven
Senior Vice President
none
     
Steven J. McClain
Senior Vice President
none
     
Michael J. Raddie
Senior Vice President
none
     
Amy D. Schumaker
Chief Compliance Officer
none
     
Elizabeth A. Young
Chief Privacy Officer and
Senior AML Officer
none
     
Ward D. Stauffer
Secretary
Secretary
     
Charles A. Etherington
Assistant Secretary and
General Counsel
Senior Vice President and
General Counsel
     
Brian L. Brogan
Assistant Secretary
Assistant Vice President and
Assistant Secretary
     
Otis H. Cowan
Assistant Secretary
Assistant Vice President and
Assistant Secretary
     
Janet A. Nash
Assistant Secretary
Assistant Vice President and
Assistant Secretary
     
David H. Reinmiller
Assistant Secretary
Vice President
     
Lisa H. Lattan
Assistant Secretary
none
     
Pedram Afshar
Vice President
none
     
Ryan Ander
Vice President
none
     
Jennifer L. Barron
Vice President
none
     
Matthew R. Beck
Vice President
none
     
Stacey L. Belford
Vice President
none
     
Hayden S. Berk
Vice President
none
 
 
5

 

Name and Principal
Business Address*
Positions and Offices
With Underwriter
Positions and Offices
With Registrant
 
Andrew M. Billingsley
Vice President
none
     
James D. Blythe
Vice President
none
     
James H. Breitenkamp
Vice President
none
     
Joel Brous
Vice President
none
     
Bruce W. Caldwell
Vice President
none
     
Alan D. Chingren
Vice President
none
     
D. Alan Critchell, Jr.
Vice President
none
     
Ellen DeNicola
Vice President
none
     
Christopher J. DeSimone
Vice President
none
     
David P. Donovan
Vice President
none
     
G. Patrick Dougherty
Vice President
none
     
Kenneth J. Dougherty
Vice President
none
     
Ryan C. Dreier
Vice President
none
     
Kevin G. Eknaian
Vice President
none
     
Jill A. Farrell
Vice President
none
     
David R. Ford
Vice President
none
     
William D. Ford
Vice President
none
     
Michael C. Galkoski
Vice President
none
     
Gregory O. Garvin
Vice President
none
     
Wendy Costigan Goodyear
Vice President
none
     
John (Jay) L. Green
Vice President
none
     
Michael K. Green
Vice President
none
     
Brandon G. Grier
Vice President
none
     
Marni B. Harp
Vice President
none
     
Brett G. Hart
Vice President
none
     
Stacey L. Hoffman
Vice President
none
     
B.D. Horton
Vice President
none
 
 
6

 

Name and Principal
Business Address*
Positions and Offices
With Underwriter
Positions and Offices
With Registrant
 
Robert O. Houston
Vice President
none
     
Terence M. Huddle
Vice President
none
     
Jennifer Ison
Vice President
none
     
Christopher T. Jackson
Vice President
none
     
Michael A. Jackson
Vice President
none
     
Cindy A. Johnson
Vice President
none
     
Wesley S. Kabance
Vice President
none
     
David A. Keefer
Vice President
none
     
Christopher W. Kilroy
Vice President
none
     
Matthew S. Kives
Vice President
none
     
William L. Kreiling
Vice President
none
     
Jack R. Kulpa
Vice President
none
     
Maria Kutscher
Vice President
none
     
Edward Lettieri
Vice President
none
     
Richard T. Luchinsky
Vice President
none
     
Beth A. Mannino
Vice President
none
     
Jesse C. Martin
Vice President
none
     
Thomas C. McCarthy
Vice President
none
     
James C. McCoun
Vice President
none
     
Joseph P. McGivney, Jr.
Vice President
none
     
Peter J. McHugh
Vice President
none
     
Victor V. Melinauskas
Vice President
none
     
Michael Mills
Vice President
none
     
Christopher M. Monachino
Vice President
none
     
Susan M. Morris
Vice President
none
     
David M. Murphy
Vice President
none
     
Kathleen L. Nelkin
Vice President
none
 
 
7

 

Name and Principal
Business Address*
Positions and Offices
With Underwriter
Positions and Offices
With Registrant
 
Kelly A. Ness
Vice President
none
     
Jay W. Newnum
Vice President
none
     
John E. O’Connor
Vice President
none
     
Patrick J. Palmer
Vice President
none
     
Margaret H. Pierce
Vice President
none
     
Christy A. Poe
Vice President
none
     
Theresa Pope
Vice President
none
     
Douglas K. Reber
Vice President
none
     
David E. Rogers
Vice President
none
     
Gerald M. Rossi
Vice President
none
     
Brett A. Round
Vice President
none
     
Michael (Mick) F. Schell
Vice President
none
     
Tracey L. Shank
Vice President
none
     
Daniel E. Shepard
Vice President
none
     
Michael W. Suess
Vice President
none
     
Michael T. Sullivan
Vice President
none
     
Kenneth Sussi
Vice President
none
     
Stephen C. Thune
Vice President
none
     
Robert Thurling
Vice President
none
     
Michael N. Turgeon
Vice President
none
     
Tina Ussery-Franklin
Vice President
none
     
Margaret E. VanWagoner
Vice President
none
     
James T. Walden
Vice President
none
     
Mark Westmoreland
Vice President
none
     
J. Mitch Wurzer
Vice President
none


* All addresses are 4500 Main Street, Kansas City, Missouri 64111

(c)           Not applicable.

 
8

 
Item 33. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules promulgated thereunder, are in the possession of American Century Investment Management, Inc., 4500 Main Street, Kansas City, MO 64111 and 1665 Charleston Road, Mountain View, CA; American Century Services, LLC, 4500 Main Street, Kansas City, MO 64111; State Street Bank and Trust Company, 2 Avenue de Lafayette, Boston, MA 02111; JP Morgan Chase Bank, 4 Metro Tech Center, Brooklyn, NY 11245; and Commerce Bank, N.A., 1000 Walnut, Kansas City, MO 64105.

Item 34. Management Services -- Not applicable.

Item 35. Undertakings -- Not applicable.

 
9

 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement amendment pursuant to Rule 485(b) promulgated under the Securities Act of 1933, as amended, and has duly caused this amendment to be signed on its behalf by the undersigned, duly authorized, in the City of Kansas City, State of Missouri on the 29 th day of July 2011.

 
American Century Government Income Trust
 
(Registrant)
 
By:
*
___________________________________
Jonathan S. Thomas
President
 
 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement amendment has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURES
TITLE
DATE
     
*
_________________________________
Jonathan S. Thomas
President and Trustee
July 29, 2011
     
*
_________________________________
Robert J. Leach
Vice President, Treasurer and Chief Financial Officer
July 29, 2011
     
*
_________________________________
Tanya S. Beder
Trustee
July 29, 2011
     
*
_________________________________
John Freidenrich
Trustee
July 29, 2011
     
*
_________________________________
Ronald J. Gilson
Chairman of the Board and Trustee
July 29, 2011
     
*
_________________________________
Frederick L.A. Grauer
Trustee
July 29, 2011
     
*
_________________________________
Peter F. Pervere
Trustee
July 29, 2011
     
*
_________________________________
Myron S. Scholes
Trustee
July 29, 2011
     
*
_________________________________
John B. Shoven
Trustee
July 29, 2011
     

*By:           /s/ Kathleen Gunja Nelson
____________________________________
Kathleen Gunja Nelson
Attorney in Fact
(pursuant to Power of Attorney
dated March 24, 2011)
 
 

 
 
EXHIBIT INDEX

EXHIBIT 
DESCRIPTION OF DOCUMENT
NUMBER

EXHIBIT (d)
Restated Management Agreement with American Century Investment Management, Inc., effective as of August 1, 2011.

EXHIBIT (g) (2)
Master Custodian Agreement with State Street Bank and Trust Company, made as of July 29, 2011.

EXHIBIT (g) (3)
Custody Fee Schedule with State Street Bank and Trust Company, dated as of July 29, 2011.

EXHIBIT (j)
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, dated July 25, 2011.







Exhibit (d)
 
American Century Government Income Trust
 
RESTATED MANAGEMENT AGREEMENT
 
This RESTATED MANAGEMENT AGREEMENT is effective as of the 1st day of August, 2011 by and between AMERICAN CENTURY GOVERNMENT INCOME TRUST, a Massachusetts business trust and registered investment company (the “Company”), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Investment Manager”).
 
WHEREAS, the Company and the Investment Manger are parties to Management Agreements dated March 1, 2010 and July 16, 2010 (“Existing Agreements”);
 
WHEREAS , the parties hereto desire to combine the Existing Agreements into this Restated Management Agreement (“Agreement”); and
 
WHEREAS, a majority of those members of the Board of Trustees of the Company (collectively, the “Board of Directors”, and each Trustee individually a “Director”) who are not “interested persons” as defined in the Investment Company Act of 1940 (the “Investment Company Act”) (hereinafter referred to as the “Independent Directors”), has approved this Agreement as it relates to each series of shares of the Company set forth on Schedule B attached hereto (the “Funds”).
 
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 Fund. In such capacity, the Investment Manager shall maintain a continuous investment program for each such Fund, determine what securities shall be purchased or sold by each Fund, 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 portfolios of all classes of shares of a particular Fund 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 Investment Company Act and any rules and regulations promulgated thereunder;
 
 
(b)
any other applicable provisions of law;
 
 
(c)
the Declaration of Trust 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 of the Company as amended from time to time; and
 
 
(f)
the registration statement(s) of the Company, as amended from time to time, filed under the Securities Act of 1933 and the Investment Company Act.
 
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, its executive committee, or any committee or officers of the Company acting under the authority of the Board of Directors.
 
 
Page 1

 
American Century Government Income Trust
 
 
4.
Payment of Expenses.   The Investment Manager will pay all the expenses of each class of each Fund, other than interest, taxes, brokerage commissions, portfolio insurance, extraordinary expenses, the fees and expenses of 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 Investment Company 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 Fund 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 Funds, 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 60 days’ prior written notice of the intent to impose such fee must be given to the shareholders of the affected Fund or Fund class.
 
6.
Management Fees.
 
 
(a)
In consideration of the services provided by the Investment Manager, each class of a Fund shall pay to the Investment Manager a management fee that is calculated as described in this Section 6 using the fee schedules described herein.
 
 
(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 Fund, 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; provided, however, that a registered investment company that invests its assets exclusively in the shares of other registered investment companies shall not be a Primary Strategy Portfolio. Any exceptions to the above requirements shall be approved by the Board of Directors.
 
 
(4)
A “Secondary Strategy Portfolio” is another account managed by the Investment Manager that is managed by the same Investment Team as that assigned to manage any Primary Strategy Portfolio that shares the same board of directors or board of trustees as the Company. Any exceptions to this requirement shall be approved by the Board of Directors.
 
 
Page 2

 
American Century Government Income Trust
 
 
 
(5)
An “Investment Category” for a Fund is the group to which the Fund is assigned for determining the first component of its management fee. Each Primary Strategy Portfolio is assigned to one of the three Investment Categories indicated below. The Investment Category assignments for the Funds appear in Schedule B to this Agreement. The amount of assets in each of the Investment Categories (“Investment Category Assets”) is determined as follows:
 
 
a)
Money Market Fund Category Assets.   The assets which are used to determine the fee for this Investment Category is the sum of the assets of all of the Primary Strategy Portfolios and Secondary Strategy Portfolios that invest primarily in debt securities and are subject to Rule 2a-7 under the Investment Company Act.
 
 
b)
Bond Fund Category Assets. The assets which are used to determine the fee for this Investment Category is the sum the assets of all of the Primary Strategy Portfolios and Secondary Strategy Portfolios that invest primarily in debt securities and are not subject to Rule 2a-7 under the Investment Company Act.
 
 
c)
Equity Fund Category Assets.   The assets which are used to determine the fee for this Investment Category is the sum the assets of all of the Primary Strategy Portfolios and Secondary Strategy Portfolios that invest primarily in equity securities.
 
 
(6)
The “Per Annum Investment Category Fee Dollar Amount” for a Fund is the dollar amount resulting from applying the applicable Investment Category Fee Schedule for the Fund (as shown on Schedule A) using the applicable Investment Category Assets.
 
 
(7)
The “Per Annum Investment Category Fee Rate” for a Fund is the percentage rate that results from dividing the Per Annum Investment Category Fee Dollar Amount for the Fund by the applicable Investment Category Assets for the Fund.
 
 
(8)
The “Complex Assets” is the sum of the assets in all of the Primary Strategy Portfolios.
 
 
(9)
The “Per Annum Complex Fee Dollar Amount” for a class of a Fund shall be the dollar amount resulting from application of the Complex Assets to the Complex Fee Schedule for the class as shown in Schedule C.
 
 
(10)
The “Per Annum Complex Fee Rate” for a class of a Fund is the percentage rate that results from dividing the Per Annum Complex Fee Dollar Amount for the class of a Fund by the Complex Assets.
 
 
(11)
The “Per Annum Management Fee Rate” for a class of a Fund is the sum of the Per Annum Investment Category Fee Rate applicable to the Fund and the Per Annum Complex Fee Rate applicable to the class of the Fund.
 
 
Page 3

 
American Century Government Income Trust
 
 
 
(c)
Daily Management Fee Calculation.   For each calendar day, each class of each Fund shall accrue a fee calculated by multiplying the Per Annum Management 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 Fund 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 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 classes, as appropriate, the fee schedule for each and such other terms and conditions as are applicable to the management of such series and/or classes, or, in the alternative, enter into a separate management agreement that relates specifically to such series and/or classes of shares.
 
7.
Continuation of Agreement.   This Agreement shall become effective for each Fund as of the date first set forth above (the “Effective Date”) and shall continue in effect for each Fund for a period of two years from the Effective Date, unless sooner terminated as hereinafter provided, and shall continue in effect from year to year thereafter for each Fund only as long as such continuance is specifically approved at least annually (i) by either the Board of Directors or by the vote of a majority of the outstanding voting securities of such Fund, and (ii) by the vote of a majority of the Directors who are not parties to the Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.  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 90 days prior to the date on which it would otherwise terminate in each applicable year, notwithstanding the fact that more than 365 days may have elapsed since the date on which such approval was last given.
 
8.
Termination.   This Agreement may be terminated, with respect to any Fund, by the Investment Manager at any time without penalty upon giving the Company 60 days’ written notice, and may be terminated, with respect to any Fund, at any time without penalty by the Board of Directors or by vote of a majority of the outstanding voting securities of each class of such Fund on 60 days’ written notice to the Investment Manager.
 
9.
Effect of Assignment.   This Agreement shall automatically terminate with respect to any Fund in the event of its assignment by the Investment Manager.  The term “assignment” for this purpose has the meaning defined in Section 2(a)(4) of the Investment Company Act.
 
10.
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.
 
 
Page 4

 
American Century Government Income Trust
 
 
11.
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.
 
12.
Separate Agreement.   The parties hereto acknowledge that certain provisions of the Investment Company Act, in effect, treat each series of shares of a registered 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 Investment Company Act, this Agreement shall be deemed to constitute a separate agreement between the Investment Manager and each Fund.
 
13.
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 use by the Company of the name “American Century” in the name of the Company and any Fund.  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 Fund.  In the event of such revocation, the Company and each Fund 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 duly executed by their respective duly authorized officers to be effective as of the day and year first written above.
 
American Century Investment Management, Inc.
 
American Century Government Income Trust
 
/s/ Otis H. Cowan
 
 
/s/ Charles A. Etherington
Otis H. Cowan
 
Charles A. Etherington
Vice President
 
Senior Vice President
 
 
Page 5

 
 
American Century Government Income Trust
Schedule A: Investment Category Fee Schedules 
 
Schedule A
 
Investment Category Fee Schedules
 
 
Money Market Funds
 
 
Rate Schedules
Category Assets
Schedule 1
Schedule 2
Schedule 3
Schedule 4
First $1 billion
0.2500%
0.2700%
0.3500%
0.2300%
Next $1 billion
0.2070%
0.2270%
0.3070%
0.1870%
Next $3 billion
0.1660%
0.1860%
0.2660%
0.1460%
Next $5 billion
0.1490%
0.1690%
0.2490%
0.1290%
Next $15 billion
0.1380%
0.1580%
0.2380%
0.1180%
Next $25 billion
0.1375%
0.1575%
0.2375%
0.1175%
Thereafter
0.1370%
0.1570%
0.2370%
0.1170%
 
Bond Funds
 
 
Rate Schedules
 
Category Assets
Schedule 1
Schedule 2
Schedule 3
Schedule 4
Schedule 5
Schedule 6
Schedule 7
Schedule 8
Schedule 9
Schedule 10
First $1 billion
0.2800%
0.3100%
0.3600%
0.6100%
0.4100%
0.6600%
0.3800%
0.4600%
0.4400%
0.8929%
Next $1 billion
0.2280%
0.2580%
0.3080%
0.5580%
0.3580%
0.6080%
0.3280%
0.4080%
0.3880%
0.8409%
Next $3 billion
0.1980%
0.2280%
0.2780%
0.5280%
0.3280%
0.5780%
0.2980%
0.3780%
0.3580%
0.8109%
Next $5 billion
0.1780%
0.2080%
0.2580%
0.5080%
0.3080%
0.5580%
0.2780%
0.3580%
0.3380%
0.7909%
Next $15 billion
0.1650%
0.1950%
0.2450%
0.4950%
0.2950%
0.5450%
0.2650%
0.3450%
0.3250%
0.7779%
Next $25 billion
0.1630%
0.1930%
0.2430%
0.4930%
0.2930%
0.5430%
0.2630%
0.3430%
0.3230%
0.7759%
Thereafter
0.1625%
0.1925%
0.2425%
0.4925%
0.2925%
0.5425%
0.2625%
0.3425%
0.3225%
0.7754%
 
Equity Funds
 
 
Rate Schedules
Category Assets
Schedule 1
Schedule 2
Schedule 3
Schedule 4
Schedule 5
Schedule 6
Schedule 7
First $1 billion
0.5200%
0.7200%
1.2300%
0.8700%
1.0000%
1.1500%
1.3000%
Next $5 billion
0.4600%
0.6600%
1.1700%
0.8100%
0.9400%
1.0900%
1.2400%
Next $15 billion
0.4160%
0.6160%
1.1260%
0.7660%
0.8960%
1.0460%
1.1960%
Next $25 billion
0.3690%
0.5690%
1.0790%
0.7190%
0.8490%
0.9990%
1.1490%
Next $50 billion
0.3420%
0.5420%
1.0520%
0.6920%
0.8220%
0.9720%
1.1220%
Next $150 billion
0.3390%
0.5390%
1.0490%
0.6890%
0.8190%
0.9690%
1.1190%
Thereafter
0.3380%
0.5380%
1.0480%
0.6880%
0.8180%
0.9680%
1.1180%

 
Page A-1

 
American Century Government Income Trust
Schedule B: Investment Category Assignments 

Schedule B
 
Investment Category Assignments
 

American Century Government Income Trust
Series
Category
Applicable Fee Schedule Number
Capital Preservation Fund
Money Market Funds
1
Ginnie Mae Fund
Bond Funds
3
Inflation-Adjusted Bond Fund
Bond Funds
1
Short-Term Government Fund
Bond Funds
3
Government Bond Fund
Bond Funds
1


 
Page B-1

 
American Century Government Income Trust
Schedule C: Complex Fee Schedules 

Schedule C
 
Complex Fee Schedules
 
 
Rate Schedules
Complex Assets
Institutional Class
All Other Classes
First $2.5 billion
0.1100%
0.3100%
Next $7.5 billion
0.1000%
0.3000%
Next $15.0 billion
0.0985%
0.2985%
Next $25.0 billion
0.0970%
0.2970%
Next $25.0 billion
0.0870%
0.2870%
Next $25.0 billion
0.0800%
0.2800%
Next $25.0 billion
0.0700%
0.2700%
Next $25.0 billion
0.0650%
0.2650%
Next $25.0 billion
0.0600%
0.2600%
Next $25.0 billion
0.0550%
0.2550%
Thereafter
0.0500%
0.2500%


Series
Investor
Class
Institu-
tional
Class
A Class
C Class
R Class
Ø Ginnie Mae Fund
Yes
Yes
Yes
Yes
Yes
Ø Capital Preservation Fund
Yes
No
No
No
No
Ø Inflation-Adjusted Bond Fund
Yes
Yes
Yes
Yes
Yes
Ø Short-Term Government Fund
Yes
Yes
Yes
Yes
Yes
Ø Government Bond Fund
Yes
Yes
Yes
Yes
Yes

 
 
Page C-1
 
Exhibit (g)(2)
 
 
Execution Version

Master Custodian Agreement

This Agreement is made as of July 29, 2011 by and among each management investment company identified on Appendix A hereto, severally and not jointly (each such investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as the “ Fund ”), and State Street Bank and Trust Company , a Massachusetts trust company (the “ Custodian ”).

W itnesseth:
 
Whereas , each Fund may or may not be authorized to issue shares of common stock or shares of beneficial interest in separate series (“ Shares ”), with each such series representing interests in a separate portfolio of securities and other assets;

Whereas , each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 18.6 below, shall hereinafter be referred to as the “ Portfolio(s) ”); and

Whereas , each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or more “Portfolio(s)” shall be deemed to refer to such Fund(s).

Now, Therefore , in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

Section 1.                       Employment of Custodian and Property to be Held by It .

Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (“ domestic securities ”) and securities it desires to be held outside the United States (“ foreign securities ”).  Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 7 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a “ Local Agent ”), (ii) held by Special Sub-Custodians (as such term is defined in Section 5 hereof), (iii) held by entities other than the Custodian which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a “ Pledgee ”), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 7 hereof).  With respect to uncertificated shares (the “ Underlying Shares ”) of registered “investment companies” (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to time (the “ 1940 Act ”)), whether in the same “group of investment companies” (as defined in
 
 
 
 

 
Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act (hereinafter sometimes referred to as the “ Underlying Portfolios ”) the holding of confirmation statements that identify the shares as being recorded in the Custodian’s name on behalf of the Portfolios will be deemed custody for purposes hereof.

Upon receipt of Proper Instructions, the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees or the Board of Directors of the Fund (as appropriate, and in each case, the “ Board ”) on behalf of the applicable Portfolio(s), and provided that the Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian.  The Custodian may place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.

Section 2.
Duties of the Custodian with Respect to Property of the Portfolios to be Held in the United States .

Section 2.1        Holding Securities .  The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a “ U.S. Securities System ”) and (b) Underlying Shares owned by each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the “ Underlying Transfer Agent ”).

Section 2.2        Delivery of Securities .  The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

 
1)
Upon sale of such securities for the account of the Portfolio and receipt of payment therefor;

 
2)
Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;

 
3)
In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;

 
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4)
To the depository agent in connection with tender or other similar offers for securities of the Portfolio;

 
5)
To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

 
6)
To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

 
7)
Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct;

 
8)
For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

 
9)
In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

 
10)
For delivery in connection with any loans of securities made by the Portfolio (a) against receipt of collateral as agreed from time to time by the Fund on behalf of the Portfolio, except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or the lending agent’s custodian, in accordance with written Proper Instructions (which may not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund;

 
11)
For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

 
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12)
For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “ Exchange Act ”) and a member of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”, formerly known as the National Association of Securities Dealers, Inc.), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio;

 
13)
For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the “ CFTC ”) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Portfolio;

 
14)
Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a “ Repo Custodian ”), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a “ Free Trade ”), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to whom delivery of such securities shall be made;

 
15)
Upon receipt of instructions from the Fund’s transfer agent (the “ Transfer Agent ”) for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the “ Prospectus ”), in satisfaction of requests by holders of Shares for repurchase or redemption;

 
16)
In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.10 hereof;

 
17)
For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

 
18)
For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying (a) the securities of the Portfolio to be
 
 
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delivered and (b) the person or persons to whom delivery of such securities shall be made.
 
Section 2.3        Registration of Securities .  Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1.  All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form.  If a Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, or tender or exchange offers.

Section 2.4        Bank Accounts .  The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act.  Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board.  Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

Section 2.5        Collection of Income .  Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Portfolio’s custodian account.  Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder.  Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund.  The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information
 
 
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or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

Section 2.6        Payment of Fund Monies .  Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

 
1)
Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee as provided in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign, which transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;

 
2)
In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

 
3)
For the redemption or repurchase of Shares issued as set forth in Section 6 hereof;

 
4)
For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio:  interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

 
5)
For the payment of any dividends on Shares declared pursuant to the Fund’s articles of incorporation or organization and by-laws or agreement or declaration of trust, as applicable, and Prospectus (collectively, “ Governing Documents ”);

 
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6)
For payment of the amount of dividends received in respect of securities sold short;

 
7)
Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in accordance with Section 2.2(14), as applicable, shall each be referred to herein as a “ Free Trade ”), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made;

 
8)
For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

 
9)
For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.

Section 2.7         Appointment of Agents .  The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.  The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.

Section 2.8         Deposit of Fund Assets in U.S. Securities Systems .  The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

Section 2.9         Segregated Account .  The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (c) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the “ SEC ”), or interpretative
 
 
 
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opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (d) for any other purpose in accordance with Proper Instructions.

Section 2.10       Deposit of Fund Assets with the Underlying Transfer Agent .  Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodian’s only responsibilities with respect thereto shall be limited to the following:

 
1)
Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Fund or of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio.

 
2)
In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian’s books and records.

 
3)
In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian’s books and records.

 
The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except for losses resulting directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.

Section 2.11         Ownership Certificates for Tax Purposes .  The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

Section 2.12         Proxies .   Upon the request of the Fund(s), and except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), the Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund or its designated agent such proxies, all proxy soliciting materials and all notices relating to such securities.

 
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Section 2.13         Communications Relating to Portfolio Securities .  Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Fund on behalf of the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio.  With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer.  The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such domestic securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur prior to such deadline established by the Custodian in its reasonable discretion as will give the Custodian sufficient time to take such action, which deadline shall in no event be longer than three (3) business days. The Custodian shall also transmit promptly to the applicable Fund for each Portfolio (or the Fund’s designated agent) all written information received by the Custodian regarding any class action or other litigation in connection with Portfolio securities or other assets issued in the United States and then held, or previously held, during the term of this Agreement by the Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 2.13.

Section 3.           Provisions Relating to Rules 17f-5 and 17f-7 .

Section 3.1.           Definitions .   As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

Country Risk ” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

Eligible Foreign Custodian ” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian  (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

 
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Eligible Securities Depository ” has the meaning set forth in section (b)(1) of Rule 17f-7.

Foreign Assets ” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.

Foreign Custody Manager ” has the meaning set forth in section (a)(3) of Rule 17f-5.

Rule 17f-5 ” means Rule 17f-5 promulgated under the 1940 Act.

Rule 17f-7 ” means Rule 17f-7 promulgated under the 1940 Act.

Section 3.2.          The Custodian as Foreign Custody Manager .

3.2.1             Delegation to the Custodian as Foreign Custody Manager .   Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.2.2             Countries Covered .   The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager.  The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager.  The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund’s Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation.  Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A.  Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country.

 
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The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund.  Forty-five days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.

3.2.3            Scope of Delegated Responsibilities :

(a)            Selection of Eligible Foreign Custodians .   Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time.  In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b)            Contracts With Eligible Foreign Custodians .   The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c)            Monitoring .  In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian.  In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4             Guidelines for the Exercise of Delegated Authority .   For purposes of this Section 3.2, the Board (or at the Board’s delegation, the Fund’s duly-authorized investment manager or investment adviser) shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

3.2.5             Reporting Requirements .   The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.

 
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3.2.6            Standard of Care as Foreign Custody Manager of a Portfolio .   In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

3.2.7             Representations with Respect to Rule 17f-5 .   The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5.  Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

3.2.8             Effective Date and Termination of the Custodian as Foreign Custody Manager .   Each Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party.  Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice.  The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

Section   3.3           Eligible Securities Depositories .

3.3.1            Analysis and Monitoring .   The Custodian shall (a) provide the Fund   (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2             Standard of Care .   The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

Section 4.
Duties of the Custodian with Respect to Property of the Portfolios to be Held Outside the United States .

Section 4.1           Definitions .  As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

Foreign Securities System ” means an Eligible Securities Depository listed on Schedule B hereto.

Foreign Sub-Custodian ” means an Eligible Foreign Custodian.

Section   4.2.          Holding Securities .  The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities
 
 
 
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System.  The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

Section   4.3.           Foreign Securities Systems .   Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

Section 4.4.          Transactions in Foreign Custody Account .

4.4.1.             Delivery of Foreign Assets .   The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

 
(i)
Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

 
(ii)
In connection with any repurchase agreement related to foreign securities;

 
(iii)
To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

 
(iv)
To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

 
(v)
To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

 
(vi)
To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising
 
 
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from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;
 
 
(vii)
For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

 
(viii)
In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

 
(ix)
For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

 
(x)
In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 
(xi)
Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and (B) the person or persons to whom delivery shall be made;

 
(xii)
In connection with the lending of foreign securities; and

 
(xiii)
For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made.

4.4.2.               Payment of Portfolio Monies .   Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

 
(i)
Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

 
(ii)
In connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

 
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(iii)
For the payment of any expense or liability of the Portfolio, including but not limited to the following payments:  interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

 
(iv)
For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

 
(v)
In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 
(vi)
Upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made;

 
(vii)
For payment of part or all of the dividends received in respect of securities sold short;

 
(viii)
In connection with the borrowing or lending of foreign securities; and

 
(ix)
For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made.

4.4.3.             Market Conditions .   Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule.   The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

Section   4.5.            Registration of Foreign Securities .   The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name
 
 
 
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of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities.  The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

Section 4.6             Bank Accounts .  The Custodian shall identify on its books as belonging to the applicable Fund cash (including cash denominated in foreign currencies) deposited with the Custodian.  Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian.  All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio.  Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, the Commonwealth of Massachusetts.

Section   4.7.            Collection of Income .   The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio.  In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

Section   4.8             Shareholder Rights .   With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use commercially reasonable efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued.  Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of such Fund to exercise shareholder rights.

Section   4.9.            Communications Relating to Foreign Securities .   The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith).  With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer.  The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it
 
 
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unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.  The Custodian shall also transmit promptly to the applicable Fund (or its designated agent) all written information received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios regarding any class action or other litigation in connection with Portfolio foreign securities or other assets issued outside the United States and then held, or previously held, during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms.  For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.

Section   4.10.          Liability of Foreign Sub-Custodians .   Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations.  At a Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

Section 4.11           Tax Law .   The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof.  It shall be the responsibility of each Fund to notify the Custodian of the obligations imposed on such Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than the United States, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting.  The sole responsibility of the Custodian with regard to such tax law shall be to use commercially reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries other than the United States.

Section   4.12.          Liability of Custodian .   The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

Section 5.                       Special Sub-Custodians .

 
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Upon receipt of Special Instructions (as such term is defined in Section 7 hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a sub-custodian for the purposes of effecting such transaction(s) as may be designated by a Fund in Special Instructions.  Each such designated sub-custodian is referred to herein as a “ Special Sub-Custodian .”  Each such duly appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended from time to time by a Fund, with the acknowledgment of the Custodian.  In connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance approved by such Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms and provisions of this Agreement.

Section 5A.            Contractual Settlement Services (Purchase / Sales) .

Section   5A.1         The Custodian shall, in accordance with the terms set out in this section, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on a contractual settlement basis.
 
Section   5A.2         The services described above (the “ Contractual Settlement Services ”) shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.
 
Section   5A.3         The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market.  The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been canceled.
 
Section   5A.4         With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “ Settlement Amount ”) shall be made to the account of the Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market.  Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
 
 
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Section 5A.5.       Simultaneously with the making of such provisional credit, the Portfolio agrees that the Custodian shall have, and hereby grants to the Custodian, a security interest in any property at any time held for the account of the Portfolio to the full extent of the credited amount, and each Portfolio hereby pledges, assigns and grants to the Custodian a continuing security interest and a lien on any and all such property under the Custodian’s possession, in accordance with the terms of this Agreement.  In the event that the applicable Portfolio fails to promptly repay any provisional credit, the Custodian shall have all of the rights and remedies of a secured party under the Uniform Commercial Code of the Commonwealth of Massachusetts.
 
Section   5A.6         The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Portfolio shall be responsible for any costs or liabilities resulting from such reversal.  Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any cash account held for benefit of the Portfolio.
 
Section   5A.7         In the event that the Custodian is unable to debit an account of the Portfolio, and the Portfolio fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this Agreement, (i) the Custodian may charge the Portfolio for costs and expenses associated with providing the provisional credit, including without limitation the cost of funds associated therewith, (ii) t he amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of the Agreement and (iv) the Custodian shall have the right to set off against any property and to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Portfolio to the full extent necessary for the Custodian to make itself whole.

Section 6 .          Payments for Sales or Repurchases or Redemptions of Shares .

The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund.  The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares.  In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders.  In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with
 
 
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such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.

Section 7 .          Proper Instructions and Special Instructions .

Proper Instructions ,” which may also be standing instructions, as such term is used throughout this Agreement, shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them.  Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to.  Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing.  For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

Special Instructions ,” as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund, an officer of the Fund’s duly authorized investment manager or investment adviser, or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.

Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Fund’s Treasurer or Assistant Treasurer or an officer of such Fund’s duly authorized investment manager or investment adviser, a certificate setting forth:  (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to give Special Instructions.  Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.

Section 8.          Evidence of Authority .

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund.  The Custodian may receive and accept a copy of a resolution
 
 
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certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

Section 9 .          Actions Permitted without Express Authority .

The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

 
1)
Make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio;

 
2)
Surrender securities in temporary form for securities in definitive form;

 
3)
Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and

 
4)
In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board.
 
Section 10.
Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income

Section 10.1   Books of Account .

The Custodian shall maintain the books of account of each Fund and shall perform the following duties in a manner consistent with the Fund's currently effective Governing Documents, complete and accurate copies of which have been supplied to the Custodian, and as directed by the Fund (or its duly-authorized investment manager or investment adviser):

 
(i)
Record general ledger entries;
 
(ii)
Accrue/calculate daily expenses;
 
(iii) 
Calculate daily net income;
 
(iv) 
Reconcile daily activity to the trial balance;
 
(v) 
Calculate net asset value;
 
(vi)
Prepare account balances;
 
(vii) 
Calculate WAM/WAL;
 
(viii) 
Calculate 30-day SEC yield; and
 
(vii)
Such additional functions as are agreed upon in writing from time to time by the Custodian and the applicable Fund.

 
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Each Fund shall provide timely prior notice to the Custodian of any modification in the manner in which such calculations are to be performed pursuant to any revision to such Fund’s Governing Documents and shall supply the Custodian with complete and accurate copies of all amendments and/or supplements to the Fund's Governing Documents in a timely manner.  For purposes of calculating the net asset value of a Fund, the Custodian shall value each Fund's portfolio securities utilizing prices obtained from sources designated by the Fund on a Price Source Authorization substantially in the form attached hereto as Exhibit A, as the same may be amended by the Fund and the Custodian from time to time, or otherwise designated by means of Proper Instructions (collectively, the " Authorized Price Sources ").  The Custodian shall not be responsible for any revisions to calculation methods unless and until such revisions are communicated in writing to the Custodian.

Section 10.2   Delivery of Information by Funds .

Each Fund shall provide, or shall cause a third party to provide, timely notice to the Custodian of certain data as a condition to the Custodian's performance described in Section 10.1 above.  The data required to be provided pursuant to this section is set forth on Schedule E hereto, which schedule may be separately amended or supplemented by the parties from time to time.

The Custodian is authorized and instructed to rely upon the information it receives from the Fund or any third party, including, without limitation, records that were maintained for any Fund by any entity other than the Custodian prior to such Fund’s appointment of the Custodian pursuant to this Agreement.  The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of any Fund.  Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of an Underlying Portfolio held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 10 and in Section 11 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent.

Section 11.           Records .

The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a-1 and 31a-2 thereunder.  All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund and employees and agents of the SEC.  The Custodian shall, at a Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.
 
 
 
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Each Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.

Section 12.           Opinion of Fund’s Independent Accountant .

The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

Section 13.           Reports to Fund by Independent Public Accountants .

The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a “ Securities System ”), relating to the services provided by the Custodian under this Agreement; such reports shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

Section 14.           Compensation of Custodian .

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.

Section 14A.         Performance Goals .

The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement.  The parties agree that such document (s) (hereinafter referred to as “Service Level Document(s)” ) reflect performance goals and any failure to perform in accordance with the provisions thereof shall not in and of itself be considered  a breach of contract that gives rise to contractual or other remedies.  It is the intention of the parties that the sole remedy for failure to perform in accordance with the provisions of a Service Level Document, or any dispute relating to performance goals set forth in a Service Level Document, will be a meeting of the parties to resolve the failure pursuant to the consultation procedure described below and in accordance with the escalation process set forth in the Service Level Document.  Nothing in this Section 14A shall modify any party’s applicable standard of care under this Agreement.

 
-23-

 
If a party to this Agreement is consistently unable to meet the provisions of a Service Level Document, or in the event that a dispute arises relating to performance goals set forth in a Service Level Document, any party to this Agreement shall address any concerns it may have by requiring a consultation with the other party.  The purpose of the consultation procedure is to endeavor to resolve a consistent failure to meet the provisions of a Service Level Document.  If a consultation occurs pursuant to this Section 14A, all parties must negotiate in good faith to endeavor to:

 
(a)
implement changes which will enable the Service Level Document provisions to be more regularly met;
 
 
(b)
agree to alternative Service Level Document provisions which meet the parties’ respective business requirements; or
 
 
(c)
otherwise find a solution such that within 30 days after the consultation, the inability to meet the Service Level Document provisions may be less likely to occur in the future.

Section 15.            Responsibility of Custodian .

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement.  The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, including, without limitation, acting in accordance with any Proper Instruction.  The Custodian shall be without liability to any Fund or Portfolio for any loss, liability, claim or expense resulting from or caused by anything that is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, insolvency of a Foreign Sub-Custodian, acts of war, revolution, riots or terrorism.

Except as may arise from the Custodian’s own fraud, negligence or willful misconduct or the fraud, negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v)
 
 
-24-

 
any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodian’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.  The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement.

If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own fraud, negligent action, negligent failure to act or willful misconduct, or if a Fund fails to compensate the Custodian pursuant to Section 14 hereof, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement.

Except as may arise from the Custodian’s own fraud, negligence or willful misconduct, each Fund shall indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, liability, tax, charge, assessment or claim resulting from (i) the failure of the applicable Fund to receive income with respect to purchased investments, (ii) the failure of the applicable Fund to recover amounts invested on maturity of purchased investments, (iii) the failure of the Custodian to respond to or be aware of notices or other corporate communications with respect to purchased investments, or (iv) the Custodian’s reliance upon information provided by the applicable Fund, such Fund’s counterparty(ies) or the agents of either of them with respect to Fund property released, delivered or purchased pursuant to either of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or omissions of any Special Sub-Custodian; or (c) for the acts or omissions of
 
 
 
-25-

 
any Local Agent or Pledgee.  In no event shall the Custodian be liable for indirect, special or consequential damages.

Section 16.          Effective Period, Termination and Amendment .

This Agreement shall remain in full force and effect for an initial term ending July 29, 2016 (the “ Initial Term ”).  After the expiration of the Initial Term, this Agreement shall automatically renew for successive three-year terms (each, a “ Renewal Term ”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be.  During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach; (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction; (iii) upon 90 days prior written notice by the Fund(s); or (iv) upon 180 days’ prior written notice by the Custodian.   Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay the Custodian its compensation due and shall reimburse the Custodian for its reasonable costs, expenses and disbursements.

In the event of: (i) any Fund's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding  paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements.  Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow.  For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement.

Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.  The provisions of Sections 4.11, 14 and 15 of this Agreement shall survive termination of this Agreement for any reason.

This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

 
-26-

 
Section 17.          Successor Custodian .

If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent.  Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Section 18.   General .

Section 18.1   Massachusetts Law to Apply .   This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of the Commonwealth of Massachusetts.

Section 18.2   Prior Agreements .   This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of such Fund’s assets.

 
-27-

 
Section 18.3    Assignment .   This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund.

Section 18.4   Interpretive and Additional Provisions.   In connection with the operation of this Agreement, the Custodian, and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement.  Any such interpretive or additional provisions shall be in a writing signed by all parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of a Fund’s Governing Documents.  No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

Section 18.5   Additional Funds .   In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 18.7 below.

Section 18.6   Additional Portfolios .   In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

Section 18.7   The Parties .  All references herein to the “Fund” are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 18.5 above, individually, as if this Agreement were between such individual Fund and the Custodian.  In the case of a series corporation, trust or other entity, all references herein to the “Portfolio” are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate.  Any reference in this Agreement to “the parties” shall mean the Custodian and such individual Fund as to which the matter pertains.  Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement, except as such enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance and other laws affecting the rights of creditors generally and by general equitable principles; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. The Custodian hereby represents and warrants that (a) it is duly organized under the laws of its
 
 
 
-28-

 
jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its governing documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement, except as such enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance and other laws affecting the rights of creditors generally and by general equitable principles; and (e) its entrance into this Agreement shall not cause a material breach of any law or regulation applicable to it relating to the provision of services hereunder.

Section 18.8   Remote Access Services Addendum .   The Custodian and each Fund  agree to be bound by the terms of the Remote Access Services Addendum hereto.

Section 18.9    Notices .  Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable, telecopy, overnight delivery or courier service to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

To any Fund: 
American Century Investment Management, Inc.
4500 Main Street
Kansas City, MO
Attention:  Senior Vice President, Investment Operations
Telephone:
Facsimile: 816-340-7461

And a copy to
American Century Investment Management, Inc.
4500 Main Street
Kansas City, MO
Attention:  General Counsel
Telephone: 816-340-4051
Facsimile: 816-340-4964

To the Custodian: 
State Street Bank and Trust Company
Lafayette Corporate Center
2 Avenue de Lafayette
Boston, MA 02111
Attention:  W. Andrew Fry, Senior Vice President
Telephone: 617-662-1567
Facsimile: 617-662-2865

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex, telecopy, overnight delivery or
 
 
-29-

 
courier service on the business day after the receipt thereof.  Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

Section 18.10    Counterparts .   This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.

Section 18.11    Severability .   If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 18.12 Confidentiality .  The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations.  All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party.  The foregoing shall not be applicable to any information (i) that is publicly available when provided, or that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.  In addition, this provision shall cease to apply to any information that was not publicly available when provided on the date such information becomes publicly available.   Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Fund or Portfolio, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund or Portfolio.

Section 18.13   Reproduction of Documents .  This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process.  The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 18.14   Regulation GG .  Each Fund hereby represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) (“ Regulation GG ”).  Each Fund hereby covenants and agrees that it shall not engage in an Internet gambling business.  In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any parties hereto.

 
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Section 18.15   Data Privacy. The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Funds’ shareholders, employees, directors and/or officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder.  For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account.  Notwithstanding the foregoing, “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

Section 18.16   Shareholder Communications Election .   SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information.  In order to comply with the rule, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns.  If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies.  If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund.  For a Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications.  Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

 
YES [  ]
The Custodian is authorized to release the Fund’s name, address, and share positions.

 
NO  [X]
The Custodian is not authorized to release the Fund’s name, address, and share positions.
 
 
-31-

 
Signature Page


In Witness Whereof , each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.


EACH OF THE ENTITIES
SET FORTH ON APPENDIX A HERETO,
SEVERALLY AND NOT JOINTLY
 
By:     /s/ Robert J. Leach
         Name:  Rober J. Leach
         Title:    Treasurer
 

STATE STREET BANK AND TRUST COMPANY

By:    /s/ Michael F. Rogers
         Michael F. Rogers
         Executive Vice President
 
 
 
Master Custodian Agreement
 
 

 
APPENDIX A
to
Master Custodian Agreement


American Century Management Investment Companies Registered with the  SEC and Portfolios thereof

AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
LIVESTRONG 2015 PORTFOLIO
LIVESTRONG 2020 PORTFOLIO
LIVESTRONG 2025 PORTFOLIO
LIVESTRONG 2030 PORTFOLIO
LIVESTRONG 2035 PORTFOLIO
LIVESTRONG 2040 PORTFOLIO
LIVESTRONG 2045 PORTFOLIO
LIVESTRONG 2050 PORTFOLIO
LIVESTRONG 2055 PORTFOLIO
LIVESTRONG INCOME PORTFOLIO
ONE CHOICE PORTFOLIO: AGGRESSIVE
ONE CHOICE PORTFOLIO: CONSERVATIVE
ONE CHOICE PORTFOLIO: MODERATE
ONE CHOICE PORTFOLIO: VERY AGGRESSIVE
ONE CHOICE PORTFOLIO: VERY CONSERVATIVE

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
CALIFORNIA INTERMEDIATE-TERM TAX-FREE BOND FUND
CALIFORNIA TAX-FREE MONEY MARKET FUND
CALIFORNIA HIGH-YIELD MUNICIPAL FUND
CALIFORNIA LONG-TERM TAX-FREE FUND

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
EQUITY INCOME FUND
EQUITY INDEX FUND
GLOBAL REAL ESTATE FUND
LARGE COMPANY VALUE FUND
MID CAP VALUE FUND
NT LARGE COMPANY VALUE FUND
NT MID CAP VALUE FUND
REAL ESTATE FUND
SMALL CAP VALUE FUND
VALUE FUND

 
A-1

 
 
AMERICAN CENTURY GOVERNMENT INCOME TRUST
CAPITAL PRESERVATION FUND
GINNIE MAE FUND**
GOVERNMENT BOND FUND
INFLATION-ADJUSTED BOND FUND
SHORT-TERM GOVERNMENT FUND

AMERICAN CENTURY GROWTH FUNDS, INC.
LEGACY LARGE CAP FUND
LEGACY FOCUSED LARGE CAP FUND
LEGACY MULTI CAP FUND

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
INTERNATIONAL BOND FUND

AMERICAN CENTURY INVESTMENT TRUST
CORE PLUS FUND
DIVERSIFIED BOND FUND
HIGH-YIELD BOND FUND
INFLATION PROTECTION BOND FUND
NT DIVERSIFIED BOND FUND
PREMIUM MONEY MARKET FUND
PRIME MONEY MARKET FUND
SHORT DURATION FUND

AMERICAN CENTURY MUNICIPAL TRUST
HIGH-YIELD MUNICIPAL FUND
LONG-TERM TAX-FREE FUND
NEW YORK TAX-FREE FUND
INTERMEDIATE-TERM TAX-FREE BOND FUND
TAX-FREE MONEY MARKET FUND

AMERICAN CENTURY MUTUAL FUNDS, INC.
BALANCED FUND
CAPITAL VALUE FUND
FOCUSED GROWTH FUND
FUNDAMENTAL EQUITY FUND
GIFTRUST FUND
GROWTH FUND
HERITAGE FUND
NEW OPPORTUNTIES FUND
NT GROWTH FUND
NT VISTA FUND
SELECT FUND
SMALL CAP GROWTH FUND
ULTRA FUND
VEEDOT FUND
VISTA FUND

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
DISCIPLINED GROWTH 130/30 FUND
DISCIPLINED GROWTH FUND
EQUITY GROWTH 130/30 FUND
 
 
A-2

 
EQUITY GROWTH FUND
EQUITY MARKET NEUTRAL FUND
GLOBAL GOLD FUND
INCOME & GROWTH FUND
INTERNATIONAL CORE EQUITY FUND
NT EQUITY GROWTH FUND
NT SMALL COMPANY FUND
SMALL COMPANY FUND
STRATEGIC INFLATION OPPORTUNITIES FUND
UTILITIES FUND

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
STRATEGIC ALLOCATION: AGGRESSIVE FUND
STRATEGIC ALLOCATION: CONSERVATIVE FUND
STRATEGIC ALLOCATION: MODERATE FUND

AMERICAN CENTURY TARGET MATURITIES TRUST
ZERO COUPON 2015 FUND
ZERO COUPON 2020 FUND
ZERO COUPON 2025 FUND

AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
VP INFLATION PROTECTION FUND

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP BALANCED FUND
VP CAPITAL APPRECIATION FUND
VP GROWTH FUND
VP INCOME & GROWTH FUND
VP INTERNATIONAL FUND
VP LARGE COMPANY VALUE FUND
VP MID CAP VALUE FUND
VP ULTRA FUND
VP VALUE FUND
VP VISTA FUND

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
EMERGING MARKETS FUND
GLOBAL GROWTH FUND
INTERNATIONAL DISCOVERY FUND
INTERNATIONAL GROWTH FUND
INTERNATIONAL OPPORTUNTITIES FUND
INTERNATIONAL VALUE FUND
NT EMERGING MARKETS FUND
NT INTERNATIONAL GROWTH FUND


** = servicing of Ginnie Mae Fund will commence as of July 29; servicing of all other funds listed on this Appendix A will commence as of August 1.
 
 
A-3

 
 
SUBCUSTODIANS – SCHEDULE A
 
MARKET
SUBCUSTODIAN
   
A rgentina
Citibank, N.A.
   
Australia
Citigroup Pty. Limited
 
The Hongkong and Shanghai Banking Corporation Limited
   
Austria
UniCredit Bank Austria AG
   
Bahrain
HSBC Bank Middle East Limited
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
Bangladesh
Standard Chartered Bank
   
Belgium
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch)
   
Benin
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
   
Bermuda
HSBC Bank Bermuda Limited
   
Federation of
UniCredit Bank d.d.
Bosnia and Herzegovina
 
   
Botswana
Standard Chartered Bank Botswana Limited
   
Brazil
Citibank, N.A.
   
Bulgaria
ING Bank N.V.
 
UniCredit Bulbank AD
   
Burkina Faso
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
   
Canada
State Street Trust Company Canada
   
Chile
Banco Itaú Chile
   
People’s Republic
HSBC Bank (China) Company Limited
of China
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
 
China Construction Bank
   
Colombia
Cititrust Colombia S.A. Sociedad Fiduciaria
   
Costa Rica
Banco BCT S.A.
   
Croatia
Privredna Banka Zagreb d.d.
 
Zagrebacka Banka d.d.
   
Cyprus
BNP Paribas Securities Services, S.A., Greece (operating through its Athens branch)
   
Czech Republic
Československá obchodní banka, a.s.
 
UniCredit Bank Czech Republic a.s.
   
Denmark
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch)
 
LIMITED ACCESS
 
 

 
 
Ecuador
Banco de la Producción S.A. PRODUBANCO
   
Egypt
HSBC Bank Egypt S.A.E.
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
Estonia
AS SEB Pank
   
Finland
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch)
   
France
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch)
   
Germany
Deutsche Bank AG
   
Ghana
Standard Chartered Bank Ghana Limited
   
Greece
BNP Paribas Securities Services, S.A.
   
Guinea-Bissau
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
   
Hong Kong
Standard Chartered Bank (Hong Kong) Limited
   
Hungary
UniCredit Bank Hungary Zrt.
   
Iceland
NBI hf.
   
India
Deutsche Bank AG
 
The Hongkong and Shanghai Banking Corporation Limited
   
Indonesia
Deutsche Bank AG
   
Ireland
State Street Bank and Trust Company, United Kingdom branch
 
 
Israel
Bank Hapoalim B.M.
   
Italy
Deutsche Bank S.p.A.
   
Ivory Coast
Société Générale de Banques en Côte d’Ivoire
   
Japan
Mizuho Corporate Bank Limited
 
The Hongkong and Shanghai Banking Corporation Limited
   
Jordan
HSBC Bank Middle East Limited
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
Kazakhstan
SB HSBC Bank Kazakhstan JSC
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
Kenya
Standard Chartered Bank Kenya Limited
   
Republic of Korea
Deutsche Bank AG
 
The Hongkong and Shanghai Banking Corporation Limited
   
Kuwait
HSBC Bank Middle East Limited
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
Latvia
AS SEB Banka
   
Lebanon
HSBC Bank Middle East Limited
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
 
LIMITED ACCESS
 
-2-

 
 
Lithuania
AB SEB Bankas
   
Malaysia
Standard Chartered Bank Malaysia Berhad
   
Mali
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
   
Malta
The Hongkong and Shanghai Banking Corporation Limited
   
Mauritius
The Hongkong and Shanghai Banking Corporation Limited
   
Mexico
Banco Nacional de México S.A.
   
Morocco
Citibank Maghreb
   
Namibia
Standard Bank Namibia Limited
   
Netherlands
Deutsche Bank AG
   
New Zealand
The Hongkong and Shanghai Banking Corporation Limited
   
Niger
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
   
Nigeria
Stanbic IBTC Bank Plc.
   
Norway
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch)
   
Oman
HSBC Bank Middle East Limited
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
Pakistan
Deutsche Bank AG
   
Palestine
HSBC Bank Middle East Limited
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
Peru
Citibank del Perú, S.A.
   
Philippines
Deutsche Bank AG
   
Poland
Bank Handlowy w Warszawie S.A.
   
Portugal
BNP Paribas Securities Services, S.A.
 
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch)
   
Puerto Rico
Citibank N.A.
   
Qatar
HSBC Bank Middle East Limited
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
Romania
ING Bank N.V.
   
Russia
ING Bank (Eurasia) ZAO
   
Senegal
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
   
Serbia
UniCredit Bank Serbia JSC
   
Singapore
Citibank N.A.
   
 
United Overseas Bank Limited
 
LIMITED ACCESS
 
-3-

 
 
Slovak Republic
Československá obchodna banka, a.s.
 
UniCredit Bank Slovakia a.s.
   
Slovenia
UniCredit Banka Slovenija d.d.
   
South Africa
FirstRand Bank Limited
 
Standard Bank of South Africa Limited
   
Spain
Deutsche Bank S.A.E.
   
Sri Lanka
The Hongkong and Shanghai Banking Corporation Limited
   
Republic of Srpska
UniCredit Bank d.d.
   
Swaziland
Standard Bank Swaziland Limited
   
Sweden
Skandinaviska Enskilda Banken AB (publ)
   
Switzerland
Credit Suisse AG
 
UBS AG
   
Taiwan - R.O.C.
Deutsche Bank AG
 
Standard Chartered Bank (Taiwan) Limited
 
Thailand
Standard Chartered Bank (Thai) Public Company Limited
   
Togo
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
   
Trinidad & Tobago
Republic Bank Limited
   
Tunisia
Banque Internationale Arabe de Tunisie
   
Turkey
Citibank, A.S.
 
 
Uganda
Standard Chartered Bank Uganda Limited
   
Ukraine
ING Bank Ukraine
   
United Arab Emirates –
HSBC Bank Middle East Limited
Dubai Financial Market
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
United Arab Emirates –
HSBC Bank Middle East Limited
Dubai International
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Financial Center
 
   
United Arab Emirates –
HSBC Bank Middle East Limited
Abu Dhabi
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
   
United Kingdom
State Street Bank and Trust Company, United Kingdom branch
 
Uruguay
Banco Itaú Uruguay S.A.
   
Venezuela
Citibank, N.A.
   
Vietnam
HSBC Bank (Vietnam) Limited
   
Zambia
Standard Chartered Bank Zambia Plc.
   
Zimbabwe
Barclays Bank of Zimbabwe Limited
 
LIMITED ACCESS
 
-4-

 
 
DEPOSITORIES OPERATING IN NETWORK MARKETS – SCHEDULE B
 
MARKET
DEPOSITORY
   
Argentina
Caja de Valores S.A.
   
Australia
Austraclear Limited
   
Austria
Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)
   
Bahrain
Clearing, Settlement, Depository and Registry System of the Bahrain Stock Exchange
   
Bangladesh
Central Depository Bangladesh Limited
   
Belgium
Euroclear Belgium
 
National Bank of Belgium
   
Benin
Dépositaire Central – Banque de Règlement
   
Bermuda
Bermuda Securities Depository
   
Federation of
Registar vrijednosnih papira u Federaciji Bosne i Hercegovine, d.d.
Bosnia and Herzegovina
 
   
Botswana
Central Securities Depository Company of Botswana Ltd.
   
Brazil
Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP)
 
Companhia Brasileira de Liquidação e Custódia
 
Sistema Especial de Liquidação e de Custódia (SELIC)
   
Bulgaria
Bulgarian National Bank
 
Central Depository AD
   
Burkina Faso
Dépositaire Central – Banque de Règlement
   
Canada
The Canadian Depository for Securities Limited
   
Chile
Depósito Central de Valores S.A.
   
People’s Republic
China Securities Depository and Clearing Corporation Limited, Shanghai Branch
of China
China Securities Depository and Clearing Corporation Limited, Shenzhen Branch
   
Colombia
Depósito Central de Valores
 
Depósito Centralizado de Valores de Colombia S.A. (DECEVAL)
   
Costa Rica
Central de Valores S.A.
   
Croatia
Sredisnje klirinsko depozitarno drustvo d.d.
   
Cyprus
Central Depository and Central Registry
   
Czech Republic
Centrální depozitá ř cenných papírů, a.s.
 
Czech National Bank
   
Denmark
VP Securities A/S
   
Egypt
Central Bank of Egypt
 
LIMITED ACCESS
 
 

 
 
 
Misr for Central Clearing, Depository and Registry S.A.E.
   
Estonia
AS Eesti Väärtpaberikeskus
   
Finland
Euroclear Finland
   
France
Euroclear France
   
Germany
Clearstream Banking AG, Frankfurt
   
Ghana
Central Securities Depository (Ghana) Limited
 
GSE Securities Depository Company Limited
   
Greece
Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form
 
Kentriko Apothetirio Aksion, a department of Hellenic Exchanges S.A. Holding
   
Guinea-Bissau
Dépositaire Central – Banque de Règlement
   
Hong Kong
Central Moneymarkets Unit
 
Hong Kong Securities Clearing Company Limited
   
Hungary
Központi Elszámolóház és Értéktár (Budapesti) Zrt. (KELER)
   
Iceland
Icelandic Securities Depository Limited
   
India
Central Depository Services (India) Limited
 
National Securities Depository Limited
 
Reserve Bank of India
   
Indonesia
Bank Indonesia
 
PT Kustodian Sentral Efek Indonesia
   
Israel
Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House)
   
Italy
Monte Titoli S.p.A.
   
Ivory Coast
Dépositaire Central – Banque de Règlement
   
Japan
Bank of Japan – Financial Network System
 
Japan Securities Depository Center (JASDEC) Incorporated
   
Jordan
Securities Depository Center
   
Kazakhstan
Central Securities Depository
   
Kenya
Central Bank of Kenya
 
Central Depository and Settlement Corporation Limited
   
Republic of Korea
Korea Securities Depository
   
Kuwait
Kuwait Clearing Company
   
Latvia
Latvian Central Depository
   
Lebanon
Banque du Liban
 
Custodian and Clearing Center of Financial Instruments
 
for Lebanon and the Middle East (Midclear) S.A.L.
   
Lithuania
Central Securities Depository of Lithuania
   
Malaysia
Bank Negara Malaysia
 
LIMITED ACCESS
 
-2-

 
 
 
Bursa Malaysia Depository Sdn. Bhd.
   
Mali
Dépositaire Central – Banque de Règlement
   
Malta
Central Securities Depository of the Malta Stock Exchange
   
Mauritius
Bank of Mauritius
 
Central Depository and Settlement Co. Limited
   
Mexico
S.D. Indeval, S.A. de C.V.
   
Morocco
Maroclear
   
Namibia
Bank of Namibia
   
Netherlands
Euroclear Nederland
   
New Zealand
New Zealand Central Securities Depository Limited
   
Niger
Dépositaire Central – Banque de Règlement
   
Nigeria
Central Securities Clearing System Limited
   
Norway
Verdipapirsentralen
   
Oman
Muscat Clearing & Depository Company S.A.O.C.
   
Pakistan
Central Depository Company of Pakistan Limited
 
State Bank of Pakistan
   
Palestine
Clearing, Depository and Settlement system, a department of the Palestine Securities Exchange
   
Peru
CAVALI S.A. Institución de Compensación y Liquidación de Valores
   
Philippines
Philippine Depository & Trust Corporation
 
Registry of Scripless Securities (ROSS) of the Bureau of Treasury
   
Poland
Rejestr Papierów Wartościowych
 
Krajowy Depozyt Papierów Warto ściowych, S.A.
   
Portugal
INTERBOLSA - Sociedad Gestora de Sistemas
 
de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.
   
Qatar
Central Clearing and Registration (CCR), a department of the Qatar Exchange
   
Romania
National Bank of Romania
 
S.C. Depozitarul Central S.A.
   
Russia
National Settlement Depository
 
Vneshtorgbank, Bank for Foreign Trade of the Russian Federation
   
Senegal
Dépositaire Central – Banque de Règlement
   
Serbia
Central Registrar, Depository and Clearinghouse
   
Singapore
Monetary Authority of Singapore
 
The Central Depository (Pte) Limited
   
Slovak Republic
Centrálny depozitár cenných papierov SR, a.s.
 
LIMITED ACCESS
 
-3-

 
 
Slovenia
KDD - Centralna klirinško depotna družba d.d.
   
South Africa
Strate Limited
   
Spain
IBERCLEAR
   
Sri Lanka
Central Bank of Sri Lanka
 
Central Depository System (Pvt) Limited
   
Republic of Srpska
Central Registry of Securities JSC
   
Sweden
Euroclear Sweden
   
Switzerland
SIX SIS AG
   
Taiwan - R.O.C.
Central Bank of the Republic of China
 
Taiwan Depository and Clearing Corporation
   
Thailand
Thailand Securities Depository Company Limited
   
Togo
Dépositaire Central – Banque de Règlement
   
Trinidad and Tobago
Central Bank of Trinidad and Tobago
 
Trinidad and Tobago Central Depository Limited
   
Tunisia
Société Tunisienne Interprofessionelle pour la
 
Compensation et le Dépôt des Valeurs Mobilières (STICODEVAM)
   
Turkey
Central Bank of Turkey
 
Central Registry Agency
   
Uganda
Bank of Uganda
 
Securities Central Depository
   
Ukraine
All-Ukrainian Securities Depository
 
National Bank of Ukraine
   
United Arab Emirates -
Clearing and Depository System, a department of the Dubai Financial Market
Dubai Financial Market
 
   
United Arab Emirates -
Central Securities Depository, owned and operated by NASDAQ Dubai Limited
Dubai International
 
Financial Center
 
   
United Arab Emirates -
Clearing, Settlement, Depository and Registry department
Abu Dhabi
of the Abu Dhabi Securities Exchange
   
United Kingdom
Euroclear UK & Ireland Limited
   
Uruguay
Banco Central del Uruguay
   
Venezuela
Banco Central de Venezuela
 
Caja Venezolana de Valores
   
Vietnam
Vietnam Securities Depository
   
   
Zambia
Bank of Zambia
 
LuSE Central Shares Depository Limited
 
LIMITED ACCESS
 
-4-

 
 
 
TRANSNATIONAL

Euroclear Bank S.A./N.V.
Clearstream Banking, S.A.
 
 
LIMITED ACCESS
 
-5-

 
 
 
SCHEDULE C
 
   
Publication/Type of Information
Brief Description
(scheduled frequency)
 
   
The Guide to Custody in World Markets
An overview of settlement and safekeeping procedures,
(hardcopy annually and regular
custody practices and foreign investor considerations for the
website updates)
markets in which State Street offers custodial services.
   
Global Custody Network Review
Information relating to Foreign Sub-Custodians in State Street’s
(annually)
Global Custody Network.  The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Sub-Custodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Sub-Custodian banks.
   
Securities Depository Review
Custody risk analyses of the Foreign Securities Depositories presently
(annually)
operating in Network markets.  This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7.
   
Global Legal Survey
With respect to each market in which State Street offers custodial
(annually)
services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) a fund’s ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.
   
Subcustodian Agreements
Copies of the contracts that State Street has entered into with each
(annually)
Foreign Sub-Custodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services.
   
Global Market Bulletin
Information on changing settlement and custody conditions in
(daily or as necessary)
markets where State Street offers custodial services.
 
Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients.
   
Foreign Custody Advisories
For those markets where State Street offers custodial
(as necessary)
services that exhibit special risks or infrastructures impacting
 
custody, State Street issues market advisories to highlight
 
those unique market factors which might impact our ability to
 
offer recognized custody service levels.
   
Material Change Notices
Informational letters and accompanying materials confirming
(presently on a quarterly basis or
State Street’s foreign custody arrangements, including a
as otherwise necessary)
summary of material changes with Foreign Sub-Custodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories.
 
LIMITED ACCESS
 
 

 
 
SCHEDULE D
to
Master Custodian Agreement


Special Sub-Custodians:

None.
 
 
 
1

 
F UNDS T RANSFER A DDENDUM
 
OPERATING GUIDELINES

1.            OBLIGATION OF THE SENDER : State Street is authorized to promptly debit Client’s account(s) upon the receipt of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in the amount of money that State Street has been instructed to transfer.  State Street shall execute payment orders in compliance with the Security Procedure and with the Client's instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time.  All payment orders and communications received after this time will be deemed to have been received on the next business day.

2.            SECURITY PROCEDURE : The Client acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Client from Security Procedures offered by State Street.  The Client agrees that the Security Procedures are reasonable and adequate for its wire transfer transactions and agrees to be bound by any payment orders, amendments and cancellations, whether or not authorized, issued in its name and accepted by State Street after being confirmed by any of the selected Security Procedures.  The Client also agrees to be bound by any other valid and authorized payment order accepted by State Street .   The Client shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated in writing to State Street.  The Client must notify State Street immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Client’s authorized personnel.  State Street shall verify the authenticity of all instructions according to the Security Procedure.

3.            ACCOUNT NUMBERS : State Street shall process all payment orders on the basis of the account number contained in the payment order.  In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. Financial institutions that receive payment orders initiated by State Street at the instruction of the Client may also process payment orders on the basis of account numbers, regardless of any name included in the payment order.  State Street will also rely on any financial institution identification numbers included in any payment order, regardless of any financial institution name included in the payment order.

4.            REJECTION : State Street reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of State Street’s receipt of such payment order; (b) if initiating such payment order would cause State Street, in State Street’s sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to State Street; or (c) if State Street, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

5.            CANCELLATION OR AMENDMENT : State Street shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording State Street reasonable opportunity to act.  However, State Street assumes no liability if the request for amendment or cancellation cannot be satisfied.

6.            ERRORS: State Street shall assume no responsibility for failure to detect any erroneous payment order provided that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure.  The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

7.            INTEREST AND LIABILITY LIMITS : State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order.  In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.

8.            AUTOMATED CLEARING HOUSE (“ACH”) CREDIT ENTRIES/PROVISIONAL PAYMENTS : When a Client initiates or receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Institution, as the case may be, with respect to such entries.  Credits given by State Street with respect to an ACH credit entry are provisional until State Street receives final settlement for such entry from the Federal Reserve Bank.  If State Street does not receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited to the Client in connection with such entry, and the party making payment to the Client via such entry shall not be deemed to have paid the amount of the entry.

9.            CONFIRMATION STATEMENTS : Confirmation of State Street’s execution of payment orders shall ordinarily be provided within 24 hours. Notice may be delivered through State Street’s proprietary information systems, such as, but not limited to Horizon and GlobalQuest ® , account statements, advices, or by facsimile or callback. The Client must report any objections to the execution of a payment order within 30 days.

 
 

 
F UNDS T RANSFER A DDENDUM



10.             LIABILITY ON FOREIGN ACCOUNTS :   State Street shall not be required to repay any deposit made at a non-U.S. branch of State Street, or any deposit made with State Street and denominated in a non-U.S. dollar currency, if repayment of such deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to:  (a) an act of war, insurrection or civil strife; (b)  any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a defacto or a dejure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or(c)  the closure of a non-U.S. branch of State Street in order to prevent, in the reasonable judgment of State Street, harm to the employees or property of State Street.  The obligation to repay any such deposit shall not be transferred to and may not be enforced against any other branch of State Street.

The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.

While State Street is not obligated to repay any deposit made at a non-U.S. branch or any deposit denominated in a non-U.S. currency during the period in which its repayment has been prevented, prohibited or otherwise blocked, State Street will repay such deposit when and if all circumstances preventing, prohibiting or otherwise blocking repayment cease to exist.

11.            MISCELLANEOUS:   State Street and the Client agree to cooperate to attempt to recover any funds erroneously paid to the wrong party or parties, regardless of any fault of State Street or the Client, but the party responsible for the erroneous payment shall bear all costs and expenses incurred in trying to effect such recovery.  These Guidelines may not be amended except by a written agreement signed by the parties.


 
 

 
F UNDS T RANSFER A DDENDUM


 

Security Procedure(s) Selection Form

Please select one or more of the funds transfer security procedures indicated below.

[    ]  SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment management institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages.  SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions.
Selection of this security procedure would be most appropriate for existing SWIFT members.

[    ]  Standing Instructions
Standing Instructions may be used where funds are transferred to a broker on the Client’s established list of brokers with  which it engages in foreign exchange transactions. Only the date, the currency and the currency amount are variable. In order to establish this procedure, State Street will send to the Client a list of the brokers that State Street has determined are used by the Client.  The Client will confirm the list in writing, and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the Standing Instruction will be confirmed by telephone prior to execution.

[    ]  Remote Batch Transmission
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data communications between the Client and State Street. Security procedures include encryption and or the use of a test key by those individuals authorized as Automated Batch Verifiers.
Clients selecting this option should have an existing facility for completing CPU-CPU transmissions. This delivery mechanism is typically used for high-volume business.

[    ]  Global Horizon Interchange sm Funds Transfer Service
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street proprietary microcomputer-based wire initiation system. FTS enables Clients to electronically transmit authenticated Fedwire, CHIPS or internal book transfer instructions to State Street.
This delivery mechanism is most appropriate for Clients with a low-to-medium number of transactions (5-75 per day), allowing Clients to enter, batch, and review wire transfer instructions on their PC prior to release to State Street.

[    ]  Telephone Confirmation (Callback)
Telephone confirmation will be used to verify all non-repetitive funds transfer instructions received via untested facsimile or phone.  This procedure requires Clients to designate individuals as authorized initiators and authorized verifiers.  State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Client’s location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the capability to use other security procedures.

[    ]  Repetitive Wires
For situations where funds are transferred periodically (minimum of one instruction per calendar quarter) from an existing authorized account to the same payee (destination bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented.  Repetitive wires will be subject to a mutually agreed upon limit.  If the payment order exceeds the established limit, the instruction will be confirmed by telephone prior to execution.  Telephone confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed annually.
This alternative is recommended whenever funds are frequently transferred between the same two accounts.

[    ]  Transfers Initiated by Facsimile
The Client faxes wire transfer instructions directly to State Street Mutual Fund Services.  Standard security procedure requires the use of a random number test key for all transfers.  Every six months the Client receives test key logs from State Street.  The test key contains alpha-numeric characters, which the Client puts on each document faxed to State Street.  This procedure ensures all wire instructions received via fax are authorized by the Client.
We provide this option for Clients who wish to batch wire instructions and transmit these as a group to State Street Mutual Fund Services once or several times a day.

 
 

 
F UNDS T RANSFER A DDENDUM


[    ]   Instruct
Instruct is a State Street web-based application designed to provide internet-enabled remote access that allows for the capturing, verification and processing of various instruction types, including securities, cash and foreign exchange transactions.  Instruct is designed using industry standard formats to facilitate straight-through processing.   Instruct provides a number of security features through user entitlements, industry standard encryption protocols, digital security certificates and multiple tiers of user authentication requirements.

[    ]  Secure Transport
Secure Transport is a file transfer application based upon the Secure File Transfer Protocol standard that is designed to enable State Street clients/ investment managers to send file based transfer and transaction instructions over the internet.  Secure Transport features multi-factor authenticators such as SecurID and digital certificates, and incorporates industry-standard encryption protocols.

[    ]  Automated Clearing House (ACH)
State Street receives an automated transmission or a magnetic tape from a Client for the initiation of payment (credit) or collection (debit) transactions through the ACH network.  The transactions contained on each transmission or tape must be authenticated by the Client. Clients using ACH must select one or more of the following delivery options:

[    ]  Global Horizon Interchange Automated Clearing House Service
Transactions are created on a microcomputer, assembled into batches and delivered to State Street via fully authenticated     electronic transmissions in standard NACHA formats.

[    ]  Transmission from Client PC to State Street Mainframe with Telephone Callback

[    ]  Transmission from Client Mainframe to State Street Mainframe with Telephone Callback

[    ]  Transmission from DST Systems to State Street Mainframe with Encryption

[    ]  Magnetic Tape Delivered to State Street with Telephone Callback


State Street is hereby instructed to accept funds transfer instructions only via the delivery methods and security procedures indicated. The selected delivery methods and security procedure(s) will be effective for payment orders initiated by our organization.


Key Contact Information

Whom shall we contact to implement your selection(s)?
 
CLIENT OPERATIONS CONTACT
 
ALTERNATE CONTACT
     
     
Name
 
Name
     
     
Address
 
Address
     
     
City/State/Zip Code
 
City/State/Zip Code
     
     
Telephone Number
 
Telephone Number
     
     
Facsimile Number
 
Facsimile Number
     
     
SWIFT Number
   
     
     
Telex Number
   
     
 
 
 

 
F UNDS T RANSFER A DDENDUM

INSTRUCTION(S)

TELEPHONE CONFIRMATION

Fund _____________________________________________________

Investment Adviser __________________________________________

Authorized Initiators
Please Type or Print

Please provide a listing of Fund officers or other individuals who are currently authorized to INITIATE wire transfer instructions to State Street:
 
NAME
 
TITLE (Specify whether position
 
SPECIMEN SIGNATURE
   
is with Fund or Investment
   
   
Adviser)
   
         
         
         
         
         
         
         
         
         
         

 
Authorized Verifiers
Please Type or Print

Please provide a listing of Fund officers or other individuals who will be CALLED BACK to verify the initiation of repetitive wires of $10 million or more and all non-repetitive wire instructions:
 
NAME
 
CALLBACK PHONE NUMBER
 
DOLLAR LIMITATION (IF ANY)
         
         
         
         
         
         
         
         
         
         

 
 
 

 
                                                        
REMOTE ACCESS SERVICES ADDENDUM
TO MASTER CUSTODIAN CONTRACT

ADDENDUM to that certain Master Custodian Contract (the “Custodian Agreement”) between each management investment company identified on Appendix A thereto or made subject thereto pursuant to Section 18.5 thereof (each, a “Customer”) and State Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”).

State Street has developed and/or utilizes proprietary or third-party accounting and other systems in conjunction with the services that State Street provides to the Customer.  In this regard, State Street maintains certain information in databases under its ownership and/or control that it makes available to its customers (the “Remote Access Services”).

The Services

State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties who agree to abide by the terms of this Addendum (“Authorized Designees”) with access to State Street proprietary and third-party systems as may be offered by State Street from time to time (each, a “System”) on a remote basis.

Security Procedures

The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures as may be issued or required from time to time by State Street or its third-party vendors for use of the System and access to the Remote Access Services.  The Customer is responsible for any use and/or misuse of the System and Remote Access Services by its Authorized Designees.  The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief.  The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street and State Street may restrict access of the System and Remote Access Services by the Customer or any Authorized Designee for security reasons or noncompliance with the terms of this Addendum at any time.

Fees

Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties.  The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street).  Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

Proprietary Information/Injunctive Relief

The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and
 
 
i

 
intellectual property rights of State Street and third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third-party vendors (the “Proprietary Information”).  The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended.  The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum.  The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street’s customer.

The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance, copy or otherwise create derivative works based upon the System; nor will the Customer or Customer’s Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

Limited Warranties

State Street represents and warrants that it is the owner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein.  Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS” without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services.  State Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Infringement

 
ii

 
State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding.  Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation.  This section constitutes the sole remedy available to the Customer for the matters described in this section.

Termination

Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days' prior written notice   in the case of notice of termination by State Street to the Customer or thirty (30) days' notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination.  This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer.  The Customer’s use of any third-party System is contingent upon its compliance with any terms and conditions of use of such System imposed by such third party and State Street’s continued access to, and use of, such third-party System.  In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services.  The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Miscellaneous

This Addendum constitutes the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services.  This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

By its execution of the Custodian Agreement, the Customer: (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum; (b) accepts responsibility for its and its Authorized Designees’ compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.
 
 
 

iii
Exhibit (g)(3)
 
State Street Bank and Trust Company

American Century Investment Management, Inc. – August 1, 2011
Custody FEE SCHEDULE
 
This fee schedule is for services provided by State Street Bank and Trust Company or its affiliates (“State Street”) to American Century pursuant to certain custodian agreements dated as of July 29, 2011 and August 1, 2011 (the “Custody Agreements”), as may be amended, supplemented, restated or otherwise modified from time to time.  This fee schedule shall apply to all funds, portfolios or accounts that may be party or become subject to the Custody Agreements from time to time (the “Funds”).
 
I. Custody Fees and Services

 
Annual Fee
Domestic Net Asset Based Fee on a Complex-wide Basis
 
First $20 Billion
0.10 Basis Points
Thereafter
0.05 Basis Points

The fees above include the following Custody services:
 
·
Safe-keep Assets
 
·
Monitor and Process Corporate Actions
 
·
Deliver Proxy Voting Material
 
·
Collect Income
 
·
Facilitate Tax Services For Portfolio Investments
 
·
Provide Market Information
 
·
Maintain Global Custody Network
 
 
Confidential
 
 

 
State Street Bank and Trust Company

American Century Investment Management, Inc. – August 1, 2011
Custody FEE SCHEDULE

 
COUNTRY
HOLDING CHARGES IN BASIS POINTS (ANNUAL FEE)
TRANSACTION CHARGES
(PER TRADE)
 
COUNTRY
HOLDING CHARGES IN BASIS POINTS (ANNUAL FEE)
TRANSACTION CHARGES
(PER TRADE)
Argentina
12.0
$45
 
Lebanon
45.0
$102
Australia
1.3
$20
 
Lithuania
20.0
$40
Austria
2.0
$25
 
Luxembourg
2.0
$39
Bahrain
40.0
$99
 
Malaysia
5.5
$25
Bangladesh
30.0
$111
 
Mauritius
30.0
$120
Belgium
1.5
$23
 
Mexico
5.0
$30
Bermuda
20.0
$75
 
Morocco
30.0
$93
Bolivia
20.0
$45
 
Namibia
35.0
$65
Botswana
35.0
$96
 
Netherlands
1.3
$15
Brazil
7.5
$35
 
New Zealand
2.0
$26
Bulgaria
25.0
$72.50
 
Nigeria
30.0
$75
Canada
1.0
$7.75
 
Norway
4.0
$15
Cayman Islands
35.0
$75
 
Oman
40.0
$45
Cedel/Clearstream
1.5
$12
 
Pakistan
25.0
$115
Chile
20.0
$50
 
Peru
20.0
$93
China
15.0
$65
 
Philippines
10.0
$40
Colombia
35.0
$105
 
Poland
15.0
$50
Costa Rica
25.0
$50
 
Portugal
2.0
$25
Croatia
35.0
$80
 
Puerto Rico
7.0
$70
Cyprus
30.0
$75
 
Qatar
40.0
$90
Czech Republic
15.0
$35
 
Romania
25.0
$80
Denmark
2.0
$30
 
Russia
17.5
$55
Ecuador
35.0
$75
 
Singapore
3.0
$30
Egypt
20.0
$55
 
Slovak Republic
25.0
$80
Estonia
30.0
$40
 
Slovenia
30.0
$80
Euroclear
1.0
$12
 
South Africa
3.0
$20
Finland
2.0
$28
 
South Korea
6.0
$37
France
1.1
$12
 
Spain
4.0
$20
Germany
1.0
$12
 
Sri Lanka
22.0
$85
Ghana
35.0
$72.75
 
Swaziland
35.0
$35
Greece
10.0
$61
 
Sweden
2.0
$25
Hong Kong
2.0
$15
 
Switzerland
1.5
$22
Hungary
20.0
$50
 
Taiwan
10.0
$57
Iceland
16.0
$40
 
Thailand
10.0
$40
India
17.5
$40
 
Trinidad & Tobago
45.0
$75
Indonesia
8.0
$51
 
Tunisia
40.0
$84
Ireland
2.5
$20
 
Turkey
15.0
$53
Israel
15.0
$50
 
Ukraine
34.0
$110
Italy
1.5
$15
 
United Arab Emirates
30.0
$85
Ivory Coast
35.0
$110
 
United Kingdom
1.0
$7.50
Jamaica
30.0
$70
 
Uruguay
40.0
$85
Japan
1.0
$10
 
Venezuela
35.0
$120
Jordan
25.0
$117
 
Vietnam
20.0
$75
Kazakhstan
40.0
$75
 
Zambia
35.0
$120
Kenya
30.0
$93
 
Zimbabwe
35.0
$110
Latvia
10.0
$40
       
             

The holdings basis points charge is calculated using the month end asset value for each market invested.
 
Confidential
 
 

 

State Street Bank and Trust Company

American Century Investment Management, Inc. – August 1, 2011
Custody FEE SCHEDULE

II. Terms

Subject to the conditions outlined below, this fee schedule shall be effective from August 1, 2011, through July 31, 2016.


III. Payment of Fees

The above fees will be charged monthly against a Fund’s demand deposit account maintained with State Street five (5) days after the invoice is mailed to the Fund’s offices.   To the extent that custody fees are paid directly by American Century Investment Management, Inc. on behalf of a Fund, fees will not be charged against the applicable Fund’s demand deposit account.


IV. Signatures

American Century Investment Management, inc.
 
State Street Bank and Trust Company
By:                /s/ Jon W. Zindel
Name:          Jon W. Zindel
Title:            Senior Vice President
Date:            7/12/2011
By:             /s/ W. Andrew Fry
Name:       W. Andrew Fry
Title:         Senior Vice President
Date:         13 July 2011
 

on behalf of each of the Funds
 
 
By:                /s/ Robert J. Leach
Name:          Robert J. Leach
Title:            Treasurer
Date:            7/13/2011
 

Confidential
Exhibit (j)
 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated May 19, 2011, relating to the financial statements and financial highlights which appear in the March 31, 2011 Annual Reports to Shareholders of the American Century Government Income Trust, which are also incorporated by reference into the Registration Statement.  We also consent to the references to us under the headings "Financial Highlights", "Independent Registered Public Accounting Firm", "Financial Statements", "Annual and Semiannual Reports", and "Summary Prospectus" in such Registration Statement.
 

/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
July 25, 2011