EXHIBIT (e)(2)
AMERICAN CENTURY INVESTMENT SERVICES, INC.
AMERICAN CENTURY SERVICES, LLC
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DEALER/AGENCY AGREEMENT
Ladies and Gentlemen:
American Century Investment Services, Inc. ("Distributor") is the
distributor and American Century Services, LLC ("Transfer Agent") is the
transfer agent (collectively with the Distributor, "we" or "us") of the shares
of the American Century family of mutual funds (collectively, the "Funds," and
individually, a "Fund"). Distributor has the right, as agent for the Funds, to
arrange for the sale of shares of the Funds to dealers or the public, or both.
We invite you to make shares of the various classes of the Funds available to
your customers upon the following terms and conditions:
1. AVAILABILITY OF FUND SHARES. Distributor agrees to cause the Funds to
sell to, redeem from and exchange for you shares of beneficial interest
("Shares") of one or more classes of the Funds, subject to the terms and
conditions of this Agreement, each Fund's then-current prospectus and statement
of additional information and any supplements thereto (collectively the
"Prospectus"), any limitations imposed by any of the Funds or the investment
advisor of the Funds. To the extent that a Prospectus contains provisions that
are inconsistent with the terms of this Agreement, the terms of the Prospectus
shall control.
2. PURCHASE AND SALE OF FUND SHARES. (a) The public offering price at which
you may offer the Shares is the net asset value thereof plus any sales charge
applicable to such Shares (the "Sales Charge"), as computed from time to time as
described in the then-current Prospectus of the applicable class of the relevant
Fund. You agree to make Shares of the Funds available to your customers subject
to minimum investment requirements applicable to each order, unless you register
your customer purchases in your name and omnibus account as nominee. You further
acknowledge and agree that tracking and application of any Sales Charge,
including any scheduled variation in, or elimination of, such Sales Charge, is
your responsibility and will be charged uniformly to all offerees in the class
specified in the Prospectus. You understand that all orders are subject to
acceptance or rejection by us or the Funds in the sole discretion of either.
(b) Each transaction is always made subject to confirmation by us at the
offering price next computed after receipt of the order. Subject to Sections
2(d), 2(h) and 2(i) below, orders to purchase, redeem and exchange Fund Shares
("Orders") received by you prior to the price time for each Fund as set forth in
its Prospectus (the "Price Time"), generally the close of regular trading (the
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"Close of Trading") on the New York Stock Exchange (the "Exchange") on any given
business day (currently 4:00 p.m. Eastern time) (each a "Business Day"), and
transmitted to the Transfer Agent either (1) prior to the Price Time on such
Business Day or (2) pursuant to the National Securities Clearing Corporation's
("NSCC") Mutual Fund Settlement, Entry and Redemption Verification ("Fund/SERV")
system, and in accordance with Section 7 hereof, will be executed at the net
asset value determined as of the relevant Fund's Price Time on the Business Day
you received such Order. Any Orders transmitted to the Transfer Agent after a
Fund's Price Time on a Business Day will be executed at the net asset value
determined as of that Fund's Price Time on the next Business Day.
(c) The day as of which an Order is executed pursuant to the provisions set
forth above is referred to as the "Trade Date."
(d) Any Order by you for the purchase of Shares of the Funds through us
shall be accepted at the time when it is received by Transfer Agent or any
clearinghouse agency we may designate from time to time, unless rejected by
Transfer Agent. We will not accept any Order from you that is placed on a
conditional basis or is subject to any delay or contingency prior to execution.
(e) Subject to Section 2(g) hereof, with respect to the Funds, the Shares
of which are indicated in that Fund's Prospectus as being sold with a Sales
Charge (the "Load Funds"), you will be allowed the concessions from the public
offering price provided in such Load Fund's Prospectus and/or periodic
instruction from us. If a Load Fund is sold but the front-end load is waived,
you will not receive any concession. With respect to the Funds, the Shares of
which are indicated in that Fund's Prospectus as being sold with a contingent
deferred sales charge or early withdrawal charge (the "CDSC Funds"), you will be
paid a concession as disclosed in such CDSC Fund's Prospectus and/or periodic
instructions from us. If a CDSC Fund is sold but the CDSC is waived, you will
not receive any concession. All dealer concessions are subject to change without
notice by us and will comply with any changes in regulatory requirements. You
agree that you will not combine customer orders to reach breakpoints in
concessions for any purpose whatsoever unless authorized by the Prospectus or by
us in writing.
(f) Certain of the classes of certain Funds have adopted distribution plans
pursuant to which Distributor, on behalf of each such Fund, will pay a
distribution fee and, for some classes, a service fee to dealers in accordance
with the provisions of such Funds' distribution plans. The service fee is paid
in accordance with Section 2(g) hereof as additional consideration for,
depending on the class, all individual shareholder services, including account
maintenance services, or administrative services provided by you to shareholders
of the applicable Fund. The distribution fee is paid to the broker of record as
consideration for the distribution services the broker of record provides to its
clients, including receiving and answering correspondence, assisting investors
in completing application forms and selecting dividend and other account
options, providing facilities to answer questions from clients about the Funds,
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and other past and continuing services to clients. The provisions and terms of
these Funds' distribution plans are described in their respective Prospectuses,
and you hereby agree that we have made no representations to you with respect to
the distribution plans of such Funds in addition to, or conflicting with, the
description set forth in their respective Prospectuses. No dealer discount or
concession is applicable to Shares representing reinvested dividends and
distributions. No interest will accrue on amounts represented by uncashed dealer
discount, concession, service fee or distribution fee checks.
(g) Notwithstanding any other provision hereof, any dealer concessions,
service fees or other payments described herein shall be paid only to the broker
of record pursuant to our records, whether that broker is the executing or
clearing broker. Only one broker may be designated as the broker of record on
any account.
(h) Any Order placed by you for the purchase of Shares of a Fund is subject
to the timely receipt by Transfer Agent of all required documents in good order.
If such documents are not received within a reasonable time after the Order is
placed, the Order is subject to cancellation, in which case you agree to be
responsible for any loss resulting to the Fund or to us from such cancellation.
(i) Notwithstanding Section 2(b) above, if the Securities and Exchange
Commission ("SEC") adopts a rule, or a law is enacted, that changes the
requirements for intermediaries with regard to accepting Orders on behalf of the
Funds, the timing of transmitting Orders to the Funds' Transfer Agent, or
otherwise affects the way Orders are accepted, transmitted or priced, Section
2(b) shall be deemed to be automatically amended to comply with such new rule or
law.
(j) You represent and warrant that you will consider all guidelines from
the National Association of Securities Dealers ("NASD") and the SEC when
determining whether a Fund is appropriate for a client, and which class is most
appropriate. You further represent and warrant that you will recommend Shares
only for those clients for whom the investment is suitable according to any such
guidelines current at the time of the recommendation.
3. REDEMPTIONS. If any Shares of any of the Load Funds sold to you under
the terms of this Agreement are redeemed by the Fund or repurchased for the
account of the Funds or are tendered to the Funds for redemption or repurchase
within seven (7) Business Days after the Trade Date of your original purchase
order therefor, you agree to pay forthwith to Distributor the full amount of the
concession, if any, allowed to you on the original sale.
4. REPRESENTATIONS. (a) You represent that (i) you are registered as a
broker and/or dealer under the Securities Exchange Act of 1934, as amended, and
are licensed and qualified as a broker and/or dealer or otherwise authorized to
offer and sell the Shares under the laws of each jurisdiction in which the
Shares will be offered and sold by you, or are a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, as amended, and in either case
are duly authorized to engage in the activities to be performed by you
hereunder; (ii) your agents and employees are and will remain duly registered
and licensed to offer and sell Shares in those jurisdictions in which you do so;
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and (iii) if you are a broker/dealer, you are a member in good standing of the
("NASD") and agree to maintain such membership (or in the alternative, that you
are a foreign dealer not required to be an NASD member). You agree to abide by
all applicable state and federal laws and the rules and regulations of the SEC,
the NASD, and any other authorized regulatory agency that are binding upon
underwriters and dealers in the distribution of securities of open-end
investment companies, including, without limitation, Rule 2830 (formerly Article
III, Section 26) of the NASD Conduct Rules, all of which are incorporated herein
as if set forth in full, or you represent that you are exempt from compliance
with such laws, rules and regulations. You agree not to sell or offer for sale
Shares in any state or jurisdiction where they have not been qualified for sale
(as stated in such Fund's then-current Prospectus) or in which you are not
qualified as a broker, dealer or bank. You agree to notify us immediately if you
cease to be registered or licensed as a broker and/or dealer or fail to remain
as a member in good standing of the NASD, or if you cease to be a bank, as
defined above.
(b) Should you provide brokerage clearing services to broker-dealers or
other financial intermediaries who wish to sell Shares to their clients
("Originating Firms"), you represent that you and each such Originating Firm are
parties to a clearing agreement which conforms in all respects to the
requirements of Rule 3230 of the NASD Conduct Rules or, as applicable, the rules
of a national securities exchange. In connection with your provision of such
brokerage clearing services, you acknowledge and agree that we have no
responsibility for determining whether Shares are suitable for clients of your
Originating Firms.
(c) Distributor represents that (i) it is registered as a broker/dealer
under the Securities Exchange Act of 1934, as amended, and is licensed and
qualified as a broker and/or dealer or otherwise authorized to offer and sell
the Shares under the laws of each jurisdiction in which the Shares will be
offered, and (ii) it is a member in good standing of the NASD and agrees to
maintain such membership, Distributor will notify you immediately if it ceases
to be registered or licensed as a broker and/or dealer or fails to remain as a
member in good standing of the NASD.
(d) Transfer Agent represents that (i) it is the transfer agent for all of
the Shares of the Funds, (ii) it is registered with the Securities and Exchange
Commission under the Securities and Exchange Act of 1934, (iii) it is is a
member in good standing of the Stock Transfer Association and (iv) it is
responsible for compliance with all federal and state laws applicable to a
transfer agent. Transfer Agency will notify you immediately if it ceases to be
registered or a member in good standing of the regulatory entities stated above.
5. COMPLIANCE PROCEDURES AND SALES MATERIALS. (a) "Sales Material," as used
herein, shall include, without limitation, promotional materials, sales
literature, advertisements, press releases, announcements, research reports,
market letters, performance reports or summaries, and other similar materials,
including sales materials intended for wholesale use (i.e., Investment
Professional Use Only) or retail use.
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(b) Neither you nor any person associated with you shall give any
information or make any representation concerning the Funds or the Shares except
those contained in the then-current Prospectus or any Sales Materials furnished
by us or the Funds or approved by us or the Funds in writing in advance for use
in connection therewith (except that Sales Materials provided by us that are
designated as being for Investment Professional Use Only may not be disseminated
to the public). Any Sales Materials, if distributed, must be accompanied by or
preceded by the appropriate Fund's then-current prospectus. You agree that any
information given or representations made on the basis of any Sales Materials
shall be consistent with the related information and representations contained
in the applicable Fund's Prospectus.
(c) You agree to use your best efforts in the proper instruction and
training of all sales personnel employed by you in order that the Shares will be
made available in accordance with the terms and conditions of this Agreement,
the Prospectus, and all applicable laws, rules and regulations.
(d) If you hold Shares in omnibus accounts, we will arrange for the
delivery of Prospectuses, periodic reports, proxy materials and other materials
that are required by law to be sent to a Fund's Shareholders ("Fund Related
Materials") to the extent such delivery is required by applicable law, and will
bear the cost of such delivery. If you hold Shares in shareholder level
accounts, you are responsible for the delivery of Fund Related Materials to your
client to the extent such delivery is required by applicable law, and you will
bear the cost of such delivery. We will provide you with the appropriate number
of such materials as requested by you from time to time. In the purchase of
Shares through us, you are entitled to rely only on the information contained in
the Fund Related Materials..
(e) You agree to provide us with continuous reasonable access to your
offices, representatives and sales personnel, at meetings, in person and via
telephone or the world wide web, and further agree to provide us with sales
reporting information in reasonable detail, including identification of the
offices and representatives responsible for each Order.
6. ABUSIVE TRADING AND REDEMPTION FEE FUNDS.
(a) You acknowledge that you have received and reviewed information
regarding our abusive trading policy and Funds that charge redemption fees
("Redemption Fee Funds"). You represent and warrant that you have a policy
designed to prevent abusive trading, (including market timing) in the mutual
funds you offer, and that you will provide us with a copy of such policy upon
our reasonable request.
(b) You covenant and agree that should we identify abusive trading
practices in any of your accounts, you will cooperate with us in seeking to
eliminate such abusive trading activity. In addition, you agree to provide
detailed transaction activity upon our request.
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(c) If at any time you offer Redemption Fee Funds through accounts trading
at the shareholder level, we will track and assess the appropriate redemption
fee for you. If at any time you offer one or more Redemption Fee Funds through
an omnibus account, you agree to sign a Redemption Fee Payment Agreement with
Distributor which sets forth additional details with respect to Redemption Fee
Fund availability and payment obligations.
7. PROCESSING OF TRANSACTIONS.
(a) If transactions in Fund Shares are to be settled through the NSCC's
Fund/SERV system, the following provisions shall apply:
(1) Each party to this Agreement represents that it or one of its
affiliates has entered into the Standard Networking Agreement with the NSCC
and it desires to participate in the programs offered by the NSCC Fund/SERV
system which provide (i) an automated process whereby shareholder purchases
and redemptions, exchanges and transactions of mutual fund shares are
executed through the Fund/SERV system, and (ii) a centralized and
standardized communication system for the exchange of customer-level
information and account activity through the Fund/SERV Networking system
("Networking").
(2) For each Fund/SERV transaction, including transactions
establishing accounts with us or our affiliates, you shall provide the
Funds and us with all information necessary or appropriate to establish and
maintain each Fund/SERV transaction (and any subsequent changes to such
information), which you hereby certify is and shall remain true and
correct. You shall maintain documents required by us or the Funds to effect
Fund/SERV transactions. Each instruction shall be deemed to be accompanied
by a representation by you that it has received proper authorization from
each person whose purchase, redemption, account transfer or exchange
transaction is effected as a result of such instruction.
(3) At all times each party shall maintain insurance coverage that is
reasonable and customary in light of all its responsibilities hereunder and
under applicable law. Such coverage shall insure for losses resulting from
the criminal acts, errors or omissions of each party's employees and
agents.
(4) The parties agree to participate in Networking with each other
under the terms of the Standard Networking Agreement, except that (i) the
section relating to governing law is hereby amended by deleting the second
sentence of such section, and (ii) the section relating to arbitration of
disputes is hereby deleted and shall be of no force and effect among the
parties.
(5) You represent and warrant that all instructions, questions and
other correspondence concerning the accounts for which trades are made in
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accordance with this SECTION 7(a) shall come from you, and that individual
account holders shall contact you, rather than contact us or the Funds
directly, with instructions, questions and requests concerning the Funds.
You further represent and warrant that you, rather than us or the Funds,
has reporting responsibility to your clients for confirmations of
transactions and monthly, quarterly and year-end statements.
(b) If transactions in Fund Shares are to be settled directly with the
Transfer Agent, the procedures relating to the processing and settlement of
Orders shall be subject to such instructions as we may forward to you from time
to time. Payment for purchase transactions shall be made by wire transfer or
through a clearinghouse agency approved by us to the applicable Fund custodial
account designated by us on the Business Day next following the Trade Date. Any
such wire transfers shall be instituted by your bank prior to 4:00 p.m. Eastern
time and received by the Funds prior to 6:00 p.m. Eastern time on the Business
Day next following the Trade Date. If payment for Fund Shares purchased is not
timely received, the Fund may cancel the Order or, at our option, resell the
Shares to the applicable Fund at the then prevailing net asset value and you
shall be responsible for all costs to us, the Funds or any affiliate of the
Funds resulting from such resale. You shall be responsible for any loss,
expense, liability or damage, including loss of profit suffered by us and/or the
respective Funds resulting from delay or failure to make timely payment for such
Shares or cancellation of any trade, or for any Orders that are processed on an
"as of" basis as an accommodation to you. You shall not be entitled to any gains
generated thereby.
(c) You agree not to withhold placing Orders received from any customers
for the purchase or sale of Shares so as to profit yourself as a result of such
withholding. You shall not purchase Shares through us except for the purpose of
covering purchase Orders received by you, or for your bona fide investment. You
agree to purchase Shares only from the Funds or your customers. If you purchase
Shares from your customers, you will pay such customers not less than the
applicable redemption price as established by the relevant Fund's then-current
Prospectus.
8. ADDITIONAL COVENANTS.
(a) Each party shall comply with all provisions of federal and state laws,
rules and regulations applicable to its respective activities under this
Agreement. All obligations of each party under this Agreement are subject to
compliance with applicable federal and state laws.
(b) You covenant and agree that all Orders transmitted to us, whether by
telephone, telecopy, or other electronic transmission acceptable to us, shall be
sent by or under the authority and direction of a person designated by you as
being duly authorized to act on behalf of the owner of the Shares held in your
accounts. We shall be entitled to rely on the existence of such authority and to
assume that any person transmitting Orders for the purchase, redemption or
transfer of Fund Shares on your behalf is "an appropriate person" as used in
Sections 8-107 and 8-401 of the Uniform Commercial Code with respect to the
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transmission of instructions regarding Fund Shares on behalf of the owner of
such Fund Shares. You shall maintain the confidentiality of all passwords and
security procedures issued, installed or otherwise put in place with respect to
the use of remote computer terminals and assume full responsibility for the
security therefor. You further agree to be responsible for the accuracy of all
data you transmit by telephone, telecopy or other electronic transmission
acceptable to us.
(c) You covenant and agree that all Orders received and transmitted by you
hereunder on any Business Day will be based upon instructions that you received
from a client in proper form prior to the Price Time of the relevant Fund on
that Business Day. You shall time stamp all Orders or otherwise maintain records
that will enable you to demonstrate compliance with this SECTION 8(c) hereof.
Further, upon our reasonable request, you will provide evidence reasonably
satisfactory to the Funds' Board of Directors to demonstrate your compliance
with Rule 22c-1 requirements and provide us with copies of your internal control
report, if one is obtained. You agree to promptly return any requested
certification of such practices, and understand that if you do not we may
require you to stop trading through the NSCC (if applicable) and send all trades
directly to us by each Fund's Price Time on any Business Day.
9. RELATIONSHIP OF PARTIES. You understand and agree that in performing
your services covered by this Agreement, you are acting on your own behalf and
as agent for your customers, and we are in no way responsible for the manner of
your performance or for any of your acts or omissions in connection therewith.
Except to the extent specifically set forth herein, nothing in this Agreement
shall be construed to constitute you or any of your agents, employees or
representatives as our agent, partner, or employee, or the agent or employee of
the Funds. Distributor has full authority to take such action as we deem
advisable in respect of all matters pertaining to the distribution of the
Shares. Our obligations under this Agreement are subject to all the provisions
of the distribution agreements entered into between Distributor and the Funds.
We shall not be under any obligation to you, except for obligations expressly
assumed by us under this Agreement.
10. INDEMNITY.
(a) We agree to indemnify and hold harmless you and your officers,
directors, employees, agents, affiliates and each person, if any, who controls
you within the meaning of the Securities Act of 1933 (collectively, the
"Indemnified Parties" for purposes of this Section 10(a)) against any losses,
claims, expenses, damages or liabilities (including amounts paid in settlement
thereof) or litigation expenses (including legal and other expenses)
(collectively, "Losses"), to which the Indemnified Parties may become subject,
insofar as such Losses result from a breach by us of a material provision of
this Agreement. We will reimburse any legal or other expenses reasonably
incurred by the Indemnified Parties in connection with investigating or
defending any such Losses. We shall not be liable for indemnification hereunder
if such Losses are attributable to your negligence or misconduct in performing
your obligations under this Agreement.
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(b) You agree to indemnify and hold harmless Distributor, Transfer Agent
and the Funds, and our respective officers, directors, employees, agents,
affiliates and each person, if any, who controls us or the Funds within the
meaning of the Securities Act of 1933 (collectively, the "Indemnified Parties"
for purposes of this SECTION 10(b)) against any Losses to which the Indemnified
Parties may become subject, insofar as such Losses result from (i) a breach by
you of a material provision of this Agreement, or (ii) your sales practices and
procedures, including the provision of any information not provided or approved
by us in accordance with Section 5 hereof. You agree to reimburse any legal or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. You shall not be liable for
indemnification hereunder if such Losses are attributable to our negligence or
misconduct in performing our obligations under this Agreement.
(c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this SECTION 10. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 10 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnifying party assumes the defense of any such action, the
indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability of the
indemnified parties in such action, or permit a default or consent to the entry
of any judgment in respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such claimant an
unconditional release from all liability in respect of such claim.
11. AMENDMENT. This Agreement may be amended by mutual agreement of the
parties in writing.
12. TERMINATION. Any party may cancel this Agreement upon 30 days' prior
written notice to the other. This Agreement shall terminate automatically
without notice if (a) Distributor ceases to be a member of the NASD, (b) you
cease to be a member of the NASD, breach any provision of Section 2830 of the
NASD Conduct Rules, or you cease to be a bank, as defined above, or (c) upon any
attempted assignment hereof. This Agreement may be terminated at any time as to
any Fund by a vote by a majority of the independent directors or trustees of
that Fund. We reserve the right, in our sole discretion and without prior
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notice, to suspend sales of Shares of the Funds in any state or other
jurisdiction, or to withdraw entirely the offering of Shares of the Funds, or to
modify or amend the terms of our offering of Fund Shares.
13. NOTICES AND COMMUNICATIONS. All communications and notices to us should
be sent to our General Counsel at the address set forth on page one above. Any
communication or notice to you will be mailed to you at the address specified by
you below or will be sent by telecopy if a phone number is provided below.
14. ASSIGNABILITY. This Agreement is not assignable or transferable.
15. NON-EXCLUSIVITY. Each party acknowledges and agrees that this Agreement
and the arrangement described herein are intended to be non-exclusive and that
each of the parties is free to enter into similar agreements and arrangements
with other entities.
16. PRIVACY PROCEDURES. Each of the parties to this Agreement affirms that
it has procedures in place reasonably designed to protect the privacy of
non-public customer information and it will maintain such information that it
may acquire pursuant to this Agreement in confidence and in accord with all
applicable privacy laws. Each of the parties agrees not to use, or permit the
use of, any such customer information for any purpose except to carry out the
terms of this Agreement and/or pursuant to any exceptions set forth in such
privacy laws. This provision shall survive the termination of this Agreement.
17. ANTI-MONEY LAUNDERING PROVISION. The parties hereto will comply with
all applicable laws and regulations aimed at preventing, detecting and reporting
money laundering and suspicious transactions, including, without limitation,
applicable provisions of the Bank Secrecy Act and the USA PATRIOT Act of 2001,
as well as regulations administered by the U.S. Department of the Treasury's
Office of Foreign Asset Control. In addition, you agree to take all necessary
and appropriate steps, consistent with applicable laws and regulations, to
obtain, verify, and retain information with regard to investor and/or account
owner identification and source of funds for your customers.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the matters dealt with herein, and
supersedes all previous agreements, written or oral, with respect to such
matters, specifically including any Selected Dealer Agreement, Financial
Institution Agency Agreement, and any Addendum to a Selected Dealer Agreement or
Financial Institution Agency Agreement, between the parties hereto.
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If the foregoing correctly sets forth our understanding, please indicate
your agreement to and acceptance thereof by signing below, whereupon this
Agreement shall become a binding agreement between us as of the latest date
indicated.
AMERICAN CENTURY AMERICAN CENTURY INVESTMENT
SERVICES, LLC SERVICES, INC.
By: By:
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Name: Name:
-------------------------------- -----------------------------
Title: Title:
-------------------------------- -----------------------------
Date: Date:
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We agree to and accept the terms of the foregoing Agreement.
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By:
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Name:
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Title:
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Date:
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Legal Notices should be sent to:
Address:
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Attention:
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Phone No.:
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Telecopy No.:
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Concession and 12b-1 Payments should be sent to:
Address:
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Attention:
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Phone:
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Telecopy No.:
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Firm C.R.D. #:
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Distributor has assigned the following Dealer number to the Company:
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