AMERICAN CENTURY INVESTMENT SERVICES, INC.
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT is made and entered into by and between
each of the open-end management investment companies listed on SCHEDULE A,
attached hereto, as of the dates noted on such SCHEDULE A, together with all
other open end management investment companies subsequently established and made
subject to this Agreement in accordance with SECTION 11 (the "Issuers") and
AMERICAN CENTURY INVESTMENT SERVICES, INC., a Delaware corporation
("Distributor").
WHEREAS, the common stock of each of the Issuers 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, the Boards of Directors of the Issuers (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
Each 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, and will receive, by mail, telex, telephone, and/or
such other method as may be agreed upon between Distributor and Issuers, 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. Promotional 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 also 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. Retail 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 Retail Class or the Services Class of
shares.
b. Distribution Class and Service Class Shares. For the services provided
and expenses incurred by Distributor as described in SECTION 2 AND
SECTION 3 of the Master Distribution and Shareholder Services Plan
adopted by the Board with respect to the Distribution Class of such
Funds, Distributor shall receive the compensation described in SECTION
1 of such Plan. For the services provided and expenses incurred by
Distributor as described in SECTION 2 of the Shareholder Services Plan
adopted by the Board with respect to the Service Class of such Funds,
Distributor shall receive the compensation described in SECTION 1 of
such Plan.
Section 3. Expenses
a. Distributor shall pay all expenses incurred by it in connection with
the performance of its distribution duties hereunder and under the
Master Distribution and Shareholder Services Plan, dated as of August
1, 1997, with respect to the Advisor Class of the Funds' shares,
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; (M) the payment of "service
fees", as contemplated by the Rules of Fair Practice of the National
Association of Securities Dealers , Inc.; and (N) 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, Distributor 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 the Funds'
investment adviser, 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.
Section 5. Affiliation With The Funds
Subject to and in accordance with each Fund's formative documents, 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
affect 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 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 or trustees 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, AND E) shall be amended to
reflect the deletion of such Fund and its various classes.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
indicated on SCHEDULE A.
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
AMERICAN CENTURY TARGET MATURITIES TRUST
Attest:
/*/Xxxxxxx X. Xxxx /*/Xxxxx X. Xxxxxx
Secretary President and Chief Executive Officer
Attest: AMERICAN CENTURY INVESTMENT SERVICES, INC.
/*/Xxxxxxx X. Xxxxx /*/Xxxxx X. Xxxxxxx III
Secretary President and Chief Executive Officer
Schedule A
COMPANIES AND FUNDS COVERED BY DISTRIBUTION AGREEMENT
--------------------------------------------------------------------------------- ----------------------------------
Registered Investment Company and Funds Date
--------------------------------------------------------------------------------- ----------------------------------
American Century California Tax-Free and Municipal Funds
Xxxxxx California High Yield Municipal Fund August 1, 1997
Xxxxxx California Insured Tax-Free Fund August 1, 1997
Xxxxxx California Intermediate-Term Tax-Free Fund August 1, 1997
Xxxxxx California Limited-Term Tax-Free Fund August 1, 1997
Xxxxxx California Long-Term Tax-Free Fund August 1, 1997
Xxxxxx California Municipal Money Market Fund August 1, 1997
Xxxxxx California Tax-Free Money Market Fund August 1, 1997
American Century Government Income Trust
Xxxxxx Capital Preservation Fund August 1, 1997
Xxxxxx GNMA Fund August 1, 1997
Xxxxxx Government Agency Money Market Fund August 1, 1997
Xxxxxx Inflation-Adjusted Treasury Fund August 1, 1997
Xxxxxx Intermediate-Term Treasury Fund August 1, 1997
Benham Long-Term Treasury Fund August 1, 1997
Xxxxxx Short-Term Government Fund August 1, 1997
Xxxxxx Short-Term Treasury Fund August 1, 1997
American Century International Bond Funds
Xxxxxx International Bond Fund August 1, 1997
American Century Investment Trust
Xxxxxx Prime Money Market Fund August 1, 1997
American Century Municipal Trust
Xxxxxx Arizona Intermediate-Term Municipal Fund August 1, 1997
Xxxxxx Florida Intermediate-Term Municipal Fund August 1, 1997
Xxxxxx Florida Municipal Money Market Fund August 1, 1997
Xxxxxx Intermediate-Term Tax-Free Fund August 1, 1997
Xxxxxx Limited-Term Tax-Free Fund August 1, 1997
Benham Long-Term Tax-Free Fund August 1, 1997
Xxxxxx Tax-Free Money Market Fund August 1, 1997
American Century Quantitative Equity Funds
American Century Equity Growth Fund August 1, 1997
American Century Global Gold Fund August 1, 1997
American Century Global Natural Resources Fund August 1, 1997
American Century Income & Growth Fund August 1, 1997
American Century Utilities Fund August 1, 1997
American Century Target Maturities Trust
Xxxxxx Target Maturities Trust: 2000 August 1, 1997
Xxxxxx Target Maturities Trust: 2005 August 1, 1997
Xxxxxx Target Maturities Trust: 2010 August 1, 1997
Xxxxxx Target Maturities Trust: 2015 August 1, 1997
Xxxxxx Target Maturities Trust: 2020 August 1, 1997
Xxxxxx Target Maturities Trust: 2025 August 1, 1997
--------------------------------------------------------------------------------- ----------------------------------
By executing this Schedule A, each Fund executes the Distribution Agreement to
which it is attached and all of its Exhibits and amendments as of the date
specified above.
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
AMERICAN CENTURY INVESTMENT SERVICES, INC. AMERICAN CENTURY TARGET MATURITIES TRUST
/*/Xxxxx X. Xxxxxxx III /*/Xxxxx X. Xxxxxx
President and Chief Executive Officer President and Chief Executive Officer
Schedule B
FUNDS FEATURING MULTIPLE CLASSES OF SHARES
------------------------------------------------------------------ --------------- -------------- ----------------
Investor Advisor Institutional
Fund Class Class Class
American Century Equity Growth Fund X X X
American Century Global Gold Fund X X
American Century Global Natural Resources Fund X X
American Century Income & Growth Fund X X X
American Century Utilities Fund X X
Xxxxxx GNMA Fund X X
Xxxxxx Government Agency Money Market Fund X X
Xxxxxx Intermediate-Term Treasury Fund X X
Xxxxxx International Bond Fund X X
Benham Long-Term Treasury Fund X X
Xxxxxx Short-Term Government Fund X X
Xxxxxx Short-Term Treasury Fund X X
Xxxxxx Target Maturities Trust: 2000 X X
Xxxxxx Target Maturities Trust: 2005 X X
Xxxxxx Target Maturities Trust: 2010 X X
Xxxxxx Target Maturities Trust: 2015 X X
Xxxxxx Target Maturities Trust: 2020 X X
Xxxxxx Target Maturities Trust: 2025 X X
------------------------------------------------------------------ --------------- -------------- ----------------
Dated: August 1, 0000
XXXXXXXX XXXXXXX XXXXXXXXXX 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
AMERICAN CENTURY INVESTMENT SERVICES, INC. AMERICAN CENTURY TARGET MATURITIES TRUST
As executed on behalf of the above in As executed on behalf of the above in
Schedule A by Schedule A by
Xxxxx X. Xxxxxxx III Xxxxx X. Xxxxxx
President and Chief Executive Officer President and Chief Executive Officer
