EXHIBIT 99.e
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made and entered into this 31st day of
August, 2004, by and between AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
(the "Issuer"), a Maryland corporation and AMERICAN CENTURY INVESTMENT SERVICES,
INC. ("Distributor"), a Delaware corporation.
WHEREAS, the common stock of the Issuer is currently divided into a number
of separate series of shares, or funds, each corresponding to a distinct
portfolio of securities, and many of which are also divided into multiple
classes of shares; and
WHEREAS, Distributor is a registered as a broker-dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 and is
a member of the National Association of Securities Dealers, Inc.; and
WHEREAS, American Century Investment Management, Inc. ("ACIM") is the
registered investment adviser to the Issuer; and
WHEREAS, the Board of Director of the Funds (collectively, the "Board")
wish to engage the Distributor to act as the distributor of the Funds;
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties agree as follows:
SECTION 1. GENERAL RESPONSIBILITIES
Issuer hereby engages Distributor to act as exclusive distributor of the shares
of each class of its separate series, and any other series and classes as may be
designated from time to time hereafter (the "Funds"). The Funds subject to this
Distribution Agreement are identified on SCHEDULE A, as the same may be amended
from time to time. Sales of a Fund's shares shall be made only to investors
residing in those states in which such Fund is registered. After effectiveness
of each Fund's registration statement, Distributor will hold itself available to
receive, as agent for the Funds, and will receive, by mail, telex, telephone,
and/or such other method as may be agreed upon between Distributor and Issuer,
orders for the purchase of Fund shares, and will accept or reject such orders on
behalf of the Funds in accordance with the provisions of the applicable Fund's
prospectus. Distributor will be available to transmit such orders as are so
accepted to the Fund's transfer agent as promptly as possible for processing at
the shares' net asset value next determined in accordance with the prospectuses.
a. OFFERING PRICE. All shares sold by Distributor under this Agreement shall
be sold at the net asset value per share ("Net Asset Value") determined in
the manner described in each Fund's prospectus, as it may be amended from
time to time, next computed after the order is accepted by Distributor or
its agents or affiliates. Each Fund shall determine and promptly furnish to
Distributor a statement of the Net Asset Value of shares of said Fund's
series at least once on each day on which the Fund is open for business, as
described in its current prospectus.
b. PROMOTION SUPPORT. Each Fund shall furnish to Distributor for use in
connection with the sale of its shares such written information with
respect to said Fund as Distributor may reasonably request. Each Fund
represents and warrants that such information, when authenticated by the
signature of one of its officers, shall be true and correct. Each Fund
shall furnish to Distributor copies of its reports to its shareholders and
such additional information regarding said Fund's financial condition as
Distributor may reasonably request. Any and all representations, statements
and solicitations respecting a Fund's shares made in advertisements, sales
literature and in any other manner whatsoever shall be limited to and
conform in all respects to the information provided hereunder.
c. REGULATORY COMPLIANCE. Each Fund shall furnish to Distributor copies of its
current form of prospectus, as filed with the SEC, in such quantity as
Distributor may reasonably request from time to time, and authorizes
Distributor to use the prospectus in connection with the sale of such
Fund's shares. All such sales shall be initiated by offer of, and conducted
in accordance with, such prospectus and all of the provisions of the
Securities Act of 1933, the Investment Company Act of 1940 ("1940 Act") and
all the rules and regulations thereunder. Distributor shall furnish
applicable federal and state regulatory authorities with any information or
reports related to its services under this Agreement which such authorities
may lawfully request in order to ascertain whether the Funds' operations
are being conducted in a manner consistent with any applicable law or
regulations.
d. ACCEPTANCE. All orders for the purchase of its shares are subject to
acceptance by each Fund.
SECTION 2. COMPENSATION
a. INVESTOR CLASS AND INSTITUTIONAL CLASS SHARES. Except for the promises of
the Funds contained in this Agreement and their performance thereof,
Distributor shall not be entitled to compensation for its services
hereunder with respect to the Investor Class and Institutional Class of
shares.
b. ADVISOR CLASS AND R CLASS SHARES. For the services provided and expenses
incurred by Distributor as described in SECTION 2 AND SECTION 3 of the
relevant Master Distribution and Individual Shareholder Services Plan
adopted by the Board with respect to the Advisor Class and R Class of such
Funds, Distributor shall be compensated as set forth in such Master
Distribution and Individual Shareholder Services Plan. Distributor shall
not be entitled to any other compensation for its services hereunder with
respect to the Advisor Class and R Class of shares.
SECTION 3. EXPENSES
a. Distributor or one of its affiliates or designees shall pay all expenses
incurred by it in connection with the performance of its distribution
duties hereunder and under the
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applicable Master Distribution and Individual Shareholder Services Plans,
including, but not limited to (A) payment of sales commission, ongoing
commissions and other payments to brokers, dealers, financial institutions
or others who sell Advisor Class shares pursuant to selling agreements; (B)
compensation to registered representatives or other employees of
Distributor who engage in or support distribution of the Funds' Advisor
Class shares; (C) compensation to, and expenses (including overhead and
telephone expenses) of, Distributor; (D) the printing of prospectuses,
statements of additional information and reports for other than existing
shareholders; (E) the preparation, printing and distribution of sales
literature and advertising materials provided to the Funds' shareholders
and prospective shareholders; (F) receiving and answering correspondence
from prospective shareholders, including distributing prospectuses,
statements of additional information, and shareholder reports; (G) the
providing of facilities to answer questions from prospective investors
about Fund shares; (H) complying with federal and state securities laws
pertaining to the sale of Fund shares; (I) assisting investors in
completing application forms and selecting dividend and other account
options; (J) the providing of other reasonable assistance in connection
with the distribution of Fund shares; (K) the organizing and conducting of
sales seminars and payments in the form of transactional compensation or
promotional incentives; (L) profit on the foregoing; and (M) such other
distribution and services activities as the Issuers determine may be paid
for by the Issuers pursuant to the terms of this Agreement and in
accordance with Rule 12b-1 of the 1940 Act.
b. In addition to paying the above expenses with respect to the Advisor Class
and R Class, Distributor or an affiliate shall pay all expenses incurred
with respect to the Funds' other classes in connection with their
registration under the Securities Act of 1933 and the 1940 Act, the
qualification of such shares for sale in each jurisdiction designated by
ACIM, the issue and transfer of such shares (including the expenses of
confirming purchase and redemption orders and of supplying the information,
prices and other data to be furnished by the Funds under this Agreement),
the registration of Distributor as a broker, and the registration and
qualification of its officers, directors and representatives under
applicable federal and state laws.
SECTION 4. INDEPENDENT CONTRACTOR
Distributor shall be an independent contractor. Neither Distributor nor any of
its officers, trustees, employees or representatives is or shall be an employee
of a Fund in connection with the performance of Distributor's duties hereunder.
Distributor shall be responsible for its own conduct and the employment,
control, compensation and conduct of its agents and employees, and for any
injury to such agents or employees or to others through its agents and
employees. Any obligations of Distributor hereunder may be performed by one or
more affiliates of Distributor.
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SECTION 5. AFFILIATION WITH THE FUNDS
Subject to and in accordance with each Fund's formative documents and Section 10
of the 1940 Act, it is understood: that the directors, officers, agents and
shareholders of the Funds are or may be interested in Distributor as directors,
officers, or shareholders of Distributor; that directors, officers, agents or
shareholders of Distributor are or may be interested in the Funds as directors,
officers, shareholders (directly or indirectly) or otherwise; and that the
effect of any such interest shall be governed by the 1940 Act and SECTION 4.
SECTION 6. BOOKS AND RECORDS
It is expressly understood and agreed that all documents, reports, records,
books, files and other materials ("Fund Records") relating to this Agreement and
the services to be performed hereunder shall be the sole property of the Funds
and that such property, to the extent held by Distributor, shall be held by
Distributor as agent during the effective term of this Agreement. All Fund
Records shall be delivered to the applicable Fund upon the termination of this
Agreement, free from any claim or retention of rights by Distributor.
SECTION 7. SERVICES NOT EXCLUSIVE
The services of Distributor to the Funds hereunder are not to be deemed
exclusive, and Distributor shall be free to render similar services to others.
SECTION 8. RENEWAL AND TERMINATION
a. TERM AND ANNUAL RENEWAL. The term of this Agreement shall be from the date
of its approval by the vote of a majority of the Board of each Issuer, and
it shall continue in effect from year to year thereafter only so long as
such continuance is specifically approved at least annually by the vote of
a majority of its Board, and the vote of a majority of said directors who
are neither parties to the Agreement nor interested persons of any such
party, cast at a meeting called for the purpose of voting on such approval.
"Approved at least annually" shall mean approval occurring, with respect to
the first continuance of the Agreement, during the 90 days prior to and
including the date of its termination in the absence of such approval, and
with respect to any subsequent continuance, during the 90 days prior to and
including the first anniversary of the date upon which the most recent
previous annual continuance of the Agreement became effective. The
effective date of the Agreement with respect to each Fund is identified in
the Schedules attached to this Agreement.
b. TERMINATION. This Agreement may be terminated at any time, without payment
of any penalty, by a Fund's Board, upon 60 days' written notice to
Distributor, and by Distributor upon 60 days' written notice to the Fund.
This Agreement shall terminate automatically in the event of its
assignment. The term "assignment" shall have the meaning set forth
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for such term in Section 2(a)(4) of the 1940 Act.
SECTION 9. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or similar authority, the remainder of this
Agreement shall not be affected thereby.
SECTION 10. APPLICABLE LAW
This Agreement shall be construed in accordance with the laws of the State of
Missouri.
SECTION 11. AMENDMENT
This Agreement and the Schedules forming a part hereof may be amended at any
time by a writing signed by each of the parties hereto. In the event that the
Board of any additional funds indicate by resolution that such funds are to be
made parties to this Agreement, whether such funds were in existence at the time
of the effective date of this Agreement or subsequently formed, SCHEDULE A
hereto shall be amended to reflect the addition of such new funds and such new
funds shall thereafter become parties hereto. In the event that such new funds
issue multiple classes of shares, SCHEDULES B, C D AND E, as appropriate, shall
be amended to reflect the addition of such new funds' classes. In the event that
any of the Funds listed on SCHEDULE A terminates its registration as a
management investment company, or otherwise ceases operations, SCHEDULE A (and,
as appropriate, SCHEDULES B, C, D OR E) shall be amended to reflect the deletion
of such Fund and its various classes.
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
Senior Vice President
AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxxxx
Vice President
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SCHEDULE A
COMPANIES AND FUNDS COVERED BY THIS DISTRIBUTION AGREEMENT
FUND DATE OF AGREEMENT
---- -----------------
AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
My Retirement 2015 Portfolio August 31, 2004
My Retirement 2025 Portfolio August 31, 2004
My Retirement 2035 Portfolio August 31, 2004
My Retirement 2045 Portfolio August 31, 2004
My Retirement Income Portfolio August 31, 2004
One Choice Portfolio: Very Conservative August 31, 2004
One Choice Portfolio: Conservative August 31, 2004
One Choice Portfolio: Moderate August 31, 2004
One Choice Portfolio: Aggressive August 31, 2004
One Choice Portfolio: Very Aggressive August 31, 2004
page A-1
SCHEDULE B
INVESTOR CLASS FUNDS
FUND DATE OF AGREEMENT
---- -----------------
AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
My Retirement 2015 Portfolio August 31, 2004
My Retirement 2025 Portfolio August 31, 2004
My Retirement 2035 Portfolio August 31, 2004
My Retirement 2045 Portfolio August 31, 2004
My Retirement Income Portfolio August 31, 2004
One Choice Portfolio: Very Conservative August 31, 2004
One Choice Portfolio: Conservative August 31, 2004
One Choice Portfolio: Moderate August 31, 2004
One Choice Portfolio: Aggressive August 31, 2004
One Choice Portfolio: Very Aggressive August 31, 2004
page B-1
SCHEDULE C
INSTITUTIONAL CLASS FUNDS
FUND DATE OF AGREEMENT
---- -----------------
AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
My Retirement 2015 Portfolio August 31, 2004
My Retirement 2025 Portfolio August 31, 2004
My Retirement 2035 Portfolio August 31, 2004
My Retirement 2045 Portfolio August 31, 2004
My Retirement Income Portfolio August 31, 2004
page C-1
SCHEDULE D
ADVISOR CLASS FUNDS
FUND DATE OF AGREEMENT
---- -----------------
AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
My Retirement 2015 Portfolio August 31, 2004
My Retirement 2025 Portfolio August 31, 2004
My Retirement 2035 Portfolio August 31, 2004
My Retirement 2045 Portfolio August 31, 2004
My Retirement Income Portfolio August 31, 2004
page D-1
SCHEDULE E
R CLASS FUNDS
FUND DATE OF AGREEMENT
---- -----------------
AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
My Retirement 2015 Portfolio August 31, 2004
My Retirement 2025 Portfolio August 31, 2004
My Retirement 2035 Portfolio August 31, 2004
My Retirement 2045 Portfolio August 31, 2004
My Retirement Income Portfolio August 31, 2004
page E-1
