[Federal Register Volume 64, Number 225 (Tuesday, November 23, 1999)]
[Notices]
[Pages 65739-65744]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-30436]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-24137; 812-11820]


American Century Mutual Funds, Inc., et al.; Notice of 
Application

November 16, 1999.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for an order under the Investment Company 
Act of 1940 (the ``Act'') under (i) section 6(c) of the Act granting an 
exemption from sections 18(f) and 21(b) of the Act; (ii) section 
12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of 
the Act; (iii) sections 6(c) and 17(b) of the Act granting an exemption 
from sections 17(a)(1) and 17(a)(3) of the Act, and (iv) section 17(d) 
of the Act and rule 17d-1 under the Act to permit certain joint 
arrangements.

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SUMMARY OF APPLICATION: Applicants request an order that would permit 
certain registered investment companies to participate in a joint 
lending and borrowing facility.

Applicants: American Century Mutual Funds, Inc.; American Century World 
Mutual Funds, Inc.; American Century Premium Reserves, Inc.; American 
Century Capital Portfolios, Inc.; American Century Strategic Asset 
Allocations, Inc.; American Century Quantitative Equity Funds; American 
Century Target Maturities Trust; American Century Government Income 
Trust; American Century Investment Trust; American Century Municipal 
Trust; American Century California Tax-Free and Municipal Funds; 
American Century International Bond Funds (collectively, the ``Retail 
Funds''); American Century Variable Portfolios, Inc. (the ``Insurance 
Fund''); American Century Investment Management, Inc. (``American 
Century''); any person controlling, controlled by, or under common 
control with American Century (together with American Century, an 
``American Century Adviser''); and any open-end management investment 
company registered under the Act for which an American Century Adviser 
serves as investment adviser.\1\

    \1\ All existing Funds (defined below) that currently intend to 
rely on the order have been named as applicants, and any other 
existing or future Funds that subsequently rely on the order will 
comply with the terms and conditions in the application.
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FILING DATES: The application was filed on October 25, 1999. Applicants 
have agreed to file an amendment, the substance of which is reflected 
in this notice, during the notice period.

Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the SEC orders a hearing. Interested 
persons may request a hearing by writing to the SEC's Secretary and 
serving applicants with a copy of the request, personally or by mail. 
Hearing requests should be received by the SEC by 5:30 p.m. on December 
13, 1999 and should be accompanied by proof of service on applicants, 
in the form of an affidavit or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons who wish to 
be notified of a hearing may request notification by writing to the 
SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549-
0609. Applicants, American Century Investments, 1665 Charleston Road, 
Mountain View, CA 94043.


[[Page 65740]]


FOR FURTHER INFORMATION CONTACT: Mary T. Geffroy, Senior Counsel, at 
(202) 942-0553, or Nadya Roytblat, Assistant Director, at (202) 942-
0564 (Office of Investment Company Regulation, Division of Investment 
Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch, 450 Fifth Street, NW., Washington, DC, 
20549-0102. (tel. 202-942-8090).

Applicants' Representations

    1. The Retail Funds and the Insurance Fund are registered under the 
Act as open-end management investment companies. The Retail Funds are 
organized as Maryland corporations, Massachusetts business trusts, and 
a California corporation. The Insurance Fund is organized as a Maryland 
corporation. The Retail Funds and the Insurance Fund have, 
respectively, sixty-six and six separate portfolios (each a ``Fund''). 
American Century is registered as an investment adviser under the 
Investment Advisers Act of 1940. American Century is a wholly-owned 
subsidiary of American Century Companies, Inc. Each Fund has entered 
into an investment advisory agreement with American Century. American 
Century also provides administrative services to the Funds.
    2. Each Fund and American Century have obtained an order under 
section 17(d) and rule 17d-1 permitting the Funds and certain other 
registered investment companies to deposit uninvested cash balances 
that remain at the end of a trading day in one or more joint trading 
accounts (each a ``Joint Account'') to be used to enter into short-term 
investments. The Funds and American Century also obtained an order to 
permit them to invest their cash balances in one or more of the Funds 
that are money market funds that comply with rule 2a-7 of the Act (the 
``Money Market Funds'').
    3. Some Funds may lend money to banks or other entities by entering 
into repurchase agreements or purchasing other short-term instruments, 
either directly or through the Joint Account. Other Funds may borrow 
money from the same or other banks for temporary purposes to satisfy 
redemption requests or to cover unanticipated cash shortfalls such as a 
trade ``fail'' in which cash payment for a portfolio security sold by a 
Fund has been delayed. Currently, the Funds have credit arrangements 
with their custodians (i.e., overdraft protection) under which the 
custodians may, but are not obligated to, lend money to the Funds to 
meet the Funds' temporary cash needs. In addition, the Funds have a 
small, limited-purpose committed line of credit which could be drawn 
upon to meet redemptions.
    4. If the Funds were to borrow money from their custodians under 
their current arrangements or under other credit arrangements with a 
bank, the Funds would pay interest on the borrowed cash at a rate which 
would be significantly higher than the rate that would be earned by 
other (non-borrowing) Funds on investments in repurchase agreements and 
other short-term instruments of the same maturity as the bank loan. 
Applicants believe this differential represents the bank's profit for 
serving as a middleman between a borrower and lender. Other bank loan 
arrangements, such as committed lines of credit, would require the 
Funds to pay substantial commitment fees in addition to the interest 
rate to be paid by the borrowing Fund.
    5. Applicants request an order that would permit the Funds to enter 
into lending agreements (``Interfund Lending Agreements'') under which 
the Funds would lend money directly to and borrow money directly from 
each other through a credit facility for temporary purposes 
(``Interfund Loan''). Applicants believe that the proposed credit 
facility would substantially reduce the Funds' potential borrowing 
costs and enhance their ability to earn higher rates of interest on 
short-term lendings. Although the proposed credit facility would 
substantially reduce the Funds' need to borrow from banks, the Funds 
might also continue to maintain committed lines of credit or other 
borrowing arrangements with banks. The funds also would continue to 
maintain overdraft protection currently provided by their custodians.
    6. Applicants anticipate that the credit facility would provide a 
borrowing Fund with significant savings when the cash position of the 
Fund is insufficient to meet temporary cash requirements. This 
situation could arise when redemptions exceed anticipated volumes and 
the Funds have insufficient cash on hand to satisfy such redemptions. 
When the Funds liquidate portfolio securities to meet redemption 
requests, which normally are effected immediately, they often do not 
receive payment in settlement for up to three days (or longer for 
certain foreign transactions). The credit facility would provide a 
source of immediate, short-term liquidity pending settlement of the 
sale of portfolio securities.
    7. Applicants also propose using the credit facility when a sale of 
securities fails due to circumstances such as a delay in the delivery 
of cash to the Fund's custodian or improper delivery instructions by 
the broker effecting the transaction. Sales fails may present a cash 
shortfall if the Fund has undertaken to purchase a security with the 
proceeds from securities sold. When the Fund experiences a cash 
shortfall due to a sales fail, the custodian typically extends 
temporary credit to cover the shortfall and the Fund incurs overdraft 
charges. Alternatively, the Fund could fail on its intended purchase 
due to lack of funds from the previous sale, resulting in additional 
cost to the Fund, or sell a security on a same day settlement basis, 
earning a lower return on the investment. User of the credit facility 
under these circumstances would enable the Fund to have access to 
immediate short-term liquidity without incurring custodian overdraft or 
other charges.
    8. While borrowing arrangements with banks will continue to be 
available to cover unanticipated redemptions and sales fails, under the 
proposed credit facility a borrowing Fund would pay lower interest 
rates than those offered by banks on short term loans. In addition, 
Funds making short-term cash loans directly to other Funds would earn 
interest at a rate higher than they otherwise could obtain from 
investing their cash through the Joint Account in repurchase agreements 
or in the Money Market Funds. Thus, applicants believe that the 
proposed credit facility would benefit both borrowing and lending 
Funds.
    9. The interest rate charged to the Funds on any Interfund Loan 
(the ``Interfund Loan Rate'') would be the average of the Repo Rate and 
the Bank Loan Rate, as defined below. The Repo Rate for any day would 
be the highest rate available from investments in overnight repurchase 
agreements through the Joint Account. The Bank Loan Rate for any day 
would be calculated by an American Century Adviser each day an 
Interfund Loan is made according to a formula established by the 
directors of the Funds (the ``Directors'') designed to approximate the 
lowest interest rate at which bank short-term loans would be available 
to the Funds. The formula would be based upon a publicly available rate 
(e.g., Federal Funds plus 25 basis points) and would vary with this 
rate so as to reflect changing bank loan rates. Each Fund's Directors 
periodically would review the continuing appropriateness of using the 
publicly available rate, as well as the relationship between the Bank 
Loan Rate and current bank loan rates that would be available to the 
Funds. The initial formula and any subsequent

[[Page 65741]]

modifications to the formula would be subject to the approval of each 
Fund's Directors.
    10. The credit facility would be administered by American Century's 
money market investment professionals (including the portfolio manager 
for the Money Market Funds and fund accounting department 
(collectively, the ``Cash Management Team''). Under the proposed credit 
facility, the portfolio managers for each participating Fund may 
provide standing instructions to participate daily as a borrower or 
lender. As ion the case of the Joint Account, the American Century 
Adviser on each business day would collect data on the uninvested cash 
and borrowing requirements of all participating Funds from the Funds' 
custodians. Once it had determined the aggregate amount of cash 
available for loans and borrowing demand, the Cash Management Team 
would allocate loans among borrowing Funds without any further 
communication from portfolio managers (other than the Money Market Fund 
portfolio manager on the Cash Management Team). Applicants expect far 
more available uninvested cash each day than borrowing demand. All 
allocations will require approval of at least one member of the Cash 
Management Team who is not the Money Market Funds' portfolio manager. 
After the American Century Adviser has allocated cash for Interfund 
Loans, it will invest any remaining cash in accordance with the 
standing instructions from portfolio managers or return remaining 
amounts for investment directly by the portfolio manager of the Money 
Market Funds. The Money Market Funds typically would not participate as 
borrowers because they rarely need to borrow cash to meet redemptions.
    11. The Cash Management Team would allocate borrowing demand and 
cash available for lending among the Funds on what the Team believed to 
be an equitable basis, subject to certain administrative procedures 
applicable to all Funds, such the time of filing requests to 
participate, minimum loan lot sizes, and the need to minimize the 
number of transactions and associated administrative costs. To reduce 
transaction costs, each loan normally would be allocated in a manner 
intended to minimize the number of participants necessary to complete 
the loan transaction. The method of allocation and related 
administrative procedures would be approved by each Fund's Directors, 
including a majority of Directors who are not ``interested persons'' of 
the funds, as defined in section 2(a)(19) of the Act (``Independent 
Directors''), to ensure that both borrowing and lending Funds 
participate on an equitable basis.
    12. The American Century Adviser would (i) Monitor the Interfund 
Loan Rates charged and the other terms and conditions of the loans, 
(ii) Ensure compliance with each Fund's investment policies and 
limitations, (iii) Ensure equitable treatment of each Fund, and (iv) 
Make quarterly reports to the Directors concerning any transactions by 
the Fund under the credit facility and the interest rates charged.
    13. The American Century Adviser would administer the credit 
facility as part of its duties under its existing management or 
advisory and service contract with each Fund and would receive no 
additional fee as compensation for its services. The American Century 
Adviser of companies affiliated with it may collect standard ricing, 
recordkeeping, bookkeeping and accounting fees applicable to repurchase 
and lending transactions generally, including transactions effected 
through the credit facility. Fees would be no higher than those 
applicable for comparable bank loan transactions.
    14. Each Fund's participation in the proposed credit facility will 
be consistent with its organizational documents and its investment 
policies and limitations. The prospectus of each Fund discloses that 
the Fund may borrow money for temporary purposes in amounts up to 25% 
of its total assets. Each non-Money Market Fund may mortgage or pledge 
securities ad security for borrowings in amounts up to 15% of its net 
assets. Each of the Money Market Funds may mortgage or pledge 
securities only to secure permitted borrowings. As a fundamental 
policy, each Fund may lend securities or other assets if, as a result, 
no more than 25% of its total assets would be lent to other parties.
    15. The prospectus of each Fund currently discloses that Funds 
advised by American Century intend to seek permission form the SEC to 
borrow money from or lend money to each other. If applicants' requested 
order is granted, the statement of additional information of each Fund 
will disclose all material facts about intended participation in the 
credit facility.
    16. In connection with the credit facility, applicants request an 
order under (i) section 6(c) of the act granting relief from sections 
18(f) and 21(b) of the Act; (ii) section 12d)(1)(J) of the Act granting 
relief from section 12(d)(1) of the Act; (iii) sections 6(c) and 17(b) 
of the Act granting relief from sections from sections 17(a)(1) and 
17(a)(3) of the Act; and (iv) section 17(d) of the Act and rule 17d-1 
under the Act to permit certain joint arrangements.

Applicants' Legal Analysis

    1. Section 17(a)(3) generally prohibits any affiliated person, or 
affiliated person of an affiliated person, from borrowing money or 
other property from a registered investment company. Section 21(b) 
generally prohibits any registered management investment company from 
lending money or other property to any person if that person controls 
or is under common control with the company. Section 2(a)(3)(C) of the 
Act defines an ``affiliated person'' of another person, in part, to be 
any person directly or indirectly controlling, controlled by, or under 
common control with, the other person. Applicants state that the Funds 
may be under common control by virtue of having an American Century 
Adviser as their common investment adviser.
    2. Section 6(c) provides that an exemptive order may be granted 
where an exemption is necessary or appropriate in the public interest 
and consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the Act. Section 17(b) 
authorizes the SEC to exempt a proposed transaction from section 17(a) 
provided that the terms of the transaction, including the consideration 
to be paid or received, are fair and reasonable and do not involve 
overreaching on the part of any person concerned, and the transaction 
is consistent with the policy of the investment company as recited in 
its registration statement and with the general purposes of the Act. 
Applicants believe that the proposed arrangements satisfy these 
standards for the reasons discussed below.
    3. Applicants submit that sections 17(a)(3) and 21(b) of the Act 
were intended to prevent a party with potential adverse interests to 
and influence over the investment decisions of a registered investment 
company from causing or inducing the investment company to engage in 
lending transactions that unfairly inure to the benefit of such party 
and that are detrimental to the best interests of the investment 
company and its shareholders. Applicants assert that the proposed 
credit facility transactions do not raise these concerns because (i) an 
American Century Adviser would administer the program as a 
disinterested fiduciary (e.g., a fiduciary with no financial interest 
in the amount or the number of transactions generated by the facility); 
(ii) all Interfund Loans

[[Page 65742]]

would consist only of uninvested cash reserves that the Fund otherwise 
would invest in short-term repurchase agreements or other short-term 
instruments either directly or through the Joint Account or in the 
Money Market funds; (iii) the Interfund Loans would not involve a 
greater risk than such other investments; (iv) the lending Fund would 
receive interest at a rate higher than it could obtain through such 
other investments; and (v) the borrowing Fund would pay interest at a 
rate lower than otherwise available to it under its bank loan 
agreements and avoid the up-front commitment fees associated with 
committed lines of credit. Moreover, applicants believe that the other 
conditions in the application would effectively preclude the 
possibility of any Fund obtaining an undue advantage over any other 
Fund.
    4. Section 17(a)(1) generally prohibits an affiliated person of a 
registered investment company, or an affiliated person of an affiliated 
person, from selling any securities or other property to the company. 
Section 12(d)(1) of the Act generally makes it unlawful for a 
registered investment company to purchase or otherwise acquire any 
security issued by any other investment company except in accordance 
with the limitations set forth in that section. Applicants believe that 
the obligation of a borrowing Fund to repay an Interfund Loan may 
constitute a security under sections 17(a)(1) and 12(d)(1). Section 
12(d)(1)(J) provides that the SEC may exempt persons or transactions 
from any provision of section 12(d)(1) if and to the extent such 
exception is consistent with the public interest and the protection of 
investors. Applicants contend that the standards under sections 6(c), 
17(b) and 12(d)(1) are satisfied for all the reasons set forth above in 
support of their request for relief from sections 17(a)(3) and 21(b) 
and for the reasons discussed below.
    5. Applicants state that section 12(d) was intended to prevent the 
pyramiding of investment companies in order to avoid duplicative costs 
and fees attendant upon multiple layers of investment companies. 
Applicants submit that the proposed credit facility does not involve 
these abuses. Applicants note that there would be no duplicative costs 
or fees to the Funds or shareholders, and that the American Century 
Adviser would receive no additional compensation for its services in 
administering the credit facility. Applicants also note that the 
purpose of the proposed credit facility is to provide economic benefits 
for all the participating Funds.
    6. Section 18(f)(1) prohibits open-end investment companies from 
issuing any senior security except that a company is permitted to 
borrow from any bank; provided, that immediately after any such 
borrowing there is an asset coverage of at least 300 per centum for all 
borrowings of the company. Under section 18(g) of the Act, the term 
``senior security'' includes any bond, debenture, note, or similar 
obligation or instrument constituting a security and evidencing 
indebtedness. Applicants request exemptive relief from section 18(f)(1) 
to the limited extent necessary to implement the credit facility 
(because the lending Funds are not banks).
    7. Applicants believe that granting relief under section 6(c) is 
appropriate because the Funds would remain subject to the requirement 
of section 18(f)(1) that all borrowings of the Fund, including combined 
credit facility and bank borrowings, have at least 300% asset coverage. 
Based on the conditions and safeguards described in the application, 
applicants also submit that to allow the Funds to borrow from other 
Funds pursuant to the proposed credit facility is consistent with the 
purposes and policies of section 18(f)(1).
    8. Section 17(d) and rule 17d-1 generally prohibit any affiliated 
person of a registered investment company, or affiliated person of an 
affiliated person, when acting as principal, from effecting any joint 
transaction in which the company participates unless the transaction is 
approved by the SEC. Rule 17d-1 provides that in passing upon 
applications for exemptive relief from section 17(d), the SEC will 
consider whether the participation of a registered investment company 
in a joint enterprise on the basis proposed is consistent with the 
provisions, policies, and purposes of the Act and the extent to which 
the company's participation is on a basis different from or less 
advantageous than that of other participants.
    9. Applicants submit that the purpose of section 17(d) is to avoid 
overreaching by an unfair advantage to investment company insiders. 
Applicants believe that the credit facility is consistent with the 
provisions, policies and purposes of the Act in that it offers both 
reduced borrowing costs and enhanced returns on loaned funds to all 
participating Funds and their shareholders. Applicants note that each 
Fund would have an equal opportunity to borrow and lend on equal terms 
consistent with its investment policies and fundamental investment 
limitations. Applicants therefore believe that each Fund's 
participation in the credit facility will be on terms which are no 
different from or less advantageous than that of other participating 
Funds.

Applicants' Conditions

    Applicants agree that the order granting the requested relief will 
be subject to the following conditions:
    1. The Interfund Loan Rates to be charged to the funds under the 
credit facility will be the average of the Repo Rate and Bank Loan 
Rate.
    2. On each business day, the American Century Adviser will compare 
the Bank Loan Rate with the Repo Rate and will make cash available for 
Interfund Loans only if the Interfund Loan Rate is (a) More favorable 
to the lending Fund than the Repo Rate; (b) More favorable to the 
lending Fund than the yield on the Money Market Funds (``MMF Yield'') 
(for those Funds that invest in the Money Market Funds); and (c) More 
favorable to the borrowing Fund than the Bank Loan Rate.
    3. If a Fund has outstanding borrowings, any Interfund Loans to the 
Fund (a) Will be at an interest rate equal to or lower than any 
outstanding bank loan, (b) Will be secured at least on an equal 
priority basis with at least an equivalent percentage of collateral to 
loan value as any outstanding bank loan that requires collateral, (c) 
Will have a maturity no longer than any outstanding bank loan (and in 
any event not over seven days), and (d) Will provide that, if an event 
of default occurs under any agreement evidencing an outstanding bank 
loan to the fund, that event of default will automatically (without 
need for action or notice by the lending Fund) constitute an immediate 
event of default under the Interfund Lending Agreement entitling the 
lending Fund to call the Interfund Loan (and exercise all rights with 
respect to any collateral) and that such call will be made if the 
lending bank exercises its right to call its loan under its agreement 
with the borrowing Fund.
    4. A Fund may make an unsecured borrowing through the credit 
facility if its outstanding borrowings from all sources immediately 
after the interfund borrowing total 10% or less of its total assets, 
provided that if the Fund has a secured loan outstanding from any other 
lender, including but not limited to another Fund, the Fund's interfund 
borrowing will be secured on at least an equal priority basis with at 
least an equivalent percentage of collateral to loan value as any 
outstanding loan that requires collateral. If a Fund's total 
outstanding borrowings immediately after interfund borrowing would be 
greater than 10% of its total assets, the Fund may borrow through the 
credit facility on a secured basis only. A Fund

[[Page 65743]]

may not borrow through the credit facility or from any other source if 
its total outstanding borrowings immediately after the interfund 
borrowing would be more than 25% of its total assets.
    5. Before any Fund that has outstanding interfund borrowings may, 
through additional borrowings, cause its outstanding borrowings from 
all sources to exceed 10% of its total assets, the Fund must first 
secure each outstanding Interfund Loan by the pledge of segregated 
collateral with a market value at least equal to 102% of the 
outstanding principal value of the loan. If the total outstanding 
borrowings of a Fund with outstanding Interfund Loans exceeds 10% of 
its total assets for any other reason (such as decline in net asset 
value or because of shareholder redemptions), the Fund will within one 
business day thereafter: (a) Repay all its outstanding Interfunds 
Loans, (b) Reduce its outstanding indebtedness to 10% or less of its 
total assets, or (c) Secure each outstanding Interfund Loan by the 
pledge of segregated collateral with a market value at least equal to 
102% of the outstanding principal value of the loan until the Fund's 
total outstanding borrowings cease to exceed 10% of its total assets, 
at which time the collateral called for by this condition (5) shall no 
longer be required. Until each Interfund Loan that is outstanding at 
any time that a Fund's total outstanding borrowings exceeds 10% is 
repaid or the Fund's total outstanding borrowings cease to exceed 10% 
of its total assets, the Fund will mark the value of the collateral to 
market each day and will pledge such additional collateral as is 
necessary to maintain the market value of the collateral that secures 
each outstanding Interfund Loan at least equal to 102% of the 
outstanding principal value of the loan.
    6. No equity, taxable bond or Money Market Fund may lend to another 
Fund through the credit facility if the loan would cause its aggregate 
outstanding loans through the credit facility to exceed 5%, 7.5% or 
10%, respectively, of its net assets at the time of the loan.
    7. A Fund's Interfund Loans to any one Fund shall not exceed 5% of 
the lending Fund's net assets.
    8. The duration of Interfund Loans will be limited to the time 
required to receive payment for securities sold to cover either 
shareholder redemptions or sales fails, but in no event more than seven 
days. Loans effected within seven days of each other will be treated as 
separate loan transactions for purposes of this condition.
    9. A Fund's borrowings through the credit facility, as measured on 
the day the most recent loan was made, will not exceed the greater of 
125% of the Fund's total net cash redemptions and 102% of sales fails 
for the preceding seven calendar days.
    10. Each Interfund Loan may be called on one business day's notice 
by the lending Fund and may be repaid on any day by the borrowing Fund.
    11. A Fund's participation in the credit facility must be 
consistent with its investment policies and limitations and 
organizational documents.
    12. The Cash Management Team will calculate total Fund borrowing 
and lending demand through the credit facility, and allocate loans on 
an equitable basis among the Funds without intervention of the 
portfolio manager of the Fund (except the portfolio manager of the 
Money Market Funds acting in her or his capacity as a member of the 
Cash Management Team). All allocations will require approval of at 
least one member of the Cash Management Team who is not the Money 
Market Funds' portfolio manager. The Cash Management Team will not 
solicit cash for the credit facility from any Fund or prospectively 
publish or disseminate loan demand data to portfolio managers (except 
to the extent that the portfolio manager of the Money Market Funds has 
access to loan demand data). The American Century Adviser will invest 
any amounts remaining after satisfaction of borrowing demand in 
accordance with the standing instructions from portfolio managers or 
return remaining amounts for investment directly by the portfolio 
manager of the Money Market Funds.
    13. An American Century Adviser will monitor the Interfund Loan 
Rates charged and the other terms and conditions of the Interfund Loans 
and will make a quarterly report to the Directors concerning the 
participation of the Funds in the credit facility and the terms and 
other conditions of any extensions of credit thereunder.
    14. The Directors of each Fund, including a majority of the 
Independent Directors: (a) Will review no less frequently than 
quarterly the Fund's participation in the credit facility during the 
preceding quarter for compliance with the conditions of any order 
permitting such transactions; (b) Will establish the Bank Loan Rate 
formula used to determine the Interfund Loan Rate and review no less 
frequently than annually the continuing appropriateness of such Bank 
Loan Rate formula; and (c) Will review no less frequently than annually 
the continuing appropriateness of the Fund's participation in the 
credit facility.
    15. In the event an Interfund Loan is not paid according to its 
terms and such default is not cured within two business days from its 
maturity or from the time the lending Fund makes a demand for payment 
under the provisions of the Interfund Lending Agreement, the American 
Century Adviser will promptly refer such loan for arbitration to an 
independent arbitrator selected by the Directors of any Fund involved 
in the loan who will serve as arbitrator of disputes concerning 
Interfund Loans.\2\ The arbitrator will resolve any problem promptly, 
and the arbitrator's decision will be binding on both Funds. The 
arbitrator will submit, at least annually, a written report to the 
Directors setting forth a description of the nature of any dispute and 
the actions taken by the Funds to resolve the dispute.
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    \2\ If the dispute involves Funds with separate Boards of 
Directors, the Directors of each Fund will select an independent 
arbitrator that is satisfactory to each party.
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    16. Each Fund will maintain and preserve for a period of not less 
than six years from the end of the fiscal year in which any transaction 
under the credit facility occurred, the first two years in an easily 
accessible place, written records of all such transactions setting 
forth a description of the terms of the transaction, including the 
amount, the maturity, and the rate of interest on the loan, the rate of 
interest available at the time on short-term repurchase agreements and 
commercial bank borrowings, the MMF Yield, and such other information 
presented to the Fund's Directors in connection with the review 
required by conditions 13 and 14.
    17. The American Century Adviser will prepare and submit to the 
Directors for review an initial report describing the operations of the 
credit facility and the procedures to be implemented to ensure that all 
Funds are treated fairly. After the commencement of operations of the 
credit facility, the American Century Adviser will report on the 
operations of the credit facility at the Directors' quarterly meetings.
    In addition, for two years following the commencement of the credit 
facility, the independent public accountant for each Fund shall prepare 
an annual report that evaluates any American Century Adviser's 
assertion that it has established procedures reasonably designed to 
achieve compliance with the conditions of the order. The report shall 
be prepared in accordance with the Statements on Standards for 
Attestation Engagements No. 3 and it shall be filed pursuant to Item 
77Q3 of Form N-SAR. In particular, the report

[[Page 65744]]

shall address procedures designed to achieve the following objectives: 
(a) That the Interfund Loan Rate will be higher than the Repo Rate, and 
the MMF Yield, but lower than the Bank Loan Rate; (b) compliance with 
the collateral requirements as set forth in the application; (c) 
compliance with the percentage limitations on interfund borrowing and 
lending; (d) allocation of interfund borrowing and lending demand in an 
equitable manner and in accordance with procedures established by the 
Directors; and (e) That the Interfund Loan Rate does not exceed the 
interest rate on any third party borrowings of a borrowing Fund at the 
time of the Interfund Loan.
    After the final report is filed, the Fund's external auditors, in 
connection with their Fund audit examinations, will continue to review 
the operation of the credit facility for compliance with the conditions 
of the application and their review will form the basis, in part, of 
the auditor's report on internal accounting controls in Form N-SAR.
    18. No Fund will participate in the credit facility upon receipt of 
requisite regulatory approval unless, it has fully disclosed in its 
statement of additional information all material facts about its 
intended participation.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-30436 Filed 11-22-99; 8:45 am]
BILLING CODE 8010-01-M