EXHIBIT 99.h1
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT, made as of August 31, 2004, is by and between AMERICAN
CENTURY ASSET ALLOCATION PORTFOLIOS, INC., a Maryland corporation ("ACAAP"), and
AMERICAN CENTURY SERVICES CORPORATION, INC., a Missouri corporation
("Services").
1. By action of its Board of Directors taken on August 17, 2004, ACAAP
appointed Services as its transfer agent, and Services accepted such
appointment.
2. As transfer agent for ACAAP, Services shall perform all the functions
usually performed by transfer agents of investment companies, in accordance with
the policies and practices of ACAAP as disclosed in its prospectus or otherwise
communicated to Services from time to time, including, but not limited to, the
following:
(a) Recording the ownership, transfer, conversion and cancellation of
ownership of shares of ACAAP on the books of ACAAP;
(b) Causing the issuance, transfer, conversion and cancellation of stock
certificates of ACAAP;
(c) Establishing and maintaining records of accounts;
(d) Computing and causing to be prepared and mailed or otherwise delivered
to shareholders payment of redemption proceeds due from ACAAP on
redemption of shares and notices of reinvestment in additional shares
of dividends, stock dividends or stock splits declared by ACAAP on
shares of ACAAP;
(e) Furnishing to shareholders such information as may be reasonably
required by ACAAP, including confirmation of shareholder transactions
and appropriate income tax information;
(f) Addressing and mailing to shareholders prospectuses, annual and
semiannual reports; addressing and mailing proxy materials for
shareholder meetings prepared by or on behalf of ACAAP, and tabulating
the proxy votes;
(g) Replacing allegedly lost, stolen or destroyed stock certificates in
accordance with and subject to usual and customary procedures and
conditions;
(h) Maintaining such books and records relating to transactions effected
by Services pursuant to this Agreement as are required by the
Investment Company Act of 1940, or by rules or regulations thereunder,
or by any other applicable provisions of law, to be maintained by
ACAAP or its transfer agent with respect to such transactions;
preserving, or causing to be preserved, any such books and records for
such periods as may be required by any such law, rule or regulation;
furnishing ACAAP such information as to such transactions and at such
times as may be reasonably required by it to comply with applicable
laws and regulations, including but not limited to the laws of the
several states of the United States;
(i) Dealing with and answering all correspondence from or on behalf of
shareholders relating to its functions under this Agreement.
3. ACAAP may perform on site inspection of records and accounts and perform
audits directly pertaining to ACAAP shareholder accounts serviced by Services
hereunder at Services' facilities in accordance with reasonable procedures at
the frequency necessary to show proper administration of this agreement and the
proper audit of ACAAP's financial statements. Services will cooperate with
ACAAP's auditors and the representatives of appropriate regulatory agencies and
furnish all reasonably requested records and data.
4. (a) Services will at all times exercise due diligence and good faith in
performing its duties hereunder. Services will make every reasonable effort and
take all reasonably available measures to assure the adequacy of its personnel
and facilities as well as the accurate performance of all services to be
performed by it hereunder within the time requirements of any applicable
statutes, rules or regulations or as disclosed in ACAAP's prospectus.
(b) Services shall not be responsible for, and ACAAP agrees to indemnify
Services, for any losses, damages or expenses (including reasonable counsel fees
and expenses) (a) resulting from any claim, demand, action or suit not resulting
from Services failure to exercise good faith or due diligence and arising out of
or in connection with Services' duties on behalf of the fund hereunder; (b) for
any delay, error, or omission by reason or circumstance beyond its control,
including acts of civil or military authority, national emergencies, labor
difficulties (except with response to Services employees), fire, mechanical
breakdowns beyond its control, floor or catastrophe, act of God, insurrection,
war, riot or failure beyond its control of transportation, communication or
power supply; or (c) for any action taken or omitted to be taken by Services in
good faith in reliance on (i) the authenticity of any instrument or
communication reasonably believed by it to be genuine and to have been properly
made and signed or endorsed by an appropriate person, or (ii) the accuracy of
any records or information provided to it by ACAAP, (iii) any authorization or
instruction contained in any officers' instruction, or (iv) any advise of
counsel approved by ACAAP who may be internally employed counsel or outside
counsel, in either case for ACAAP or Services.
5. Services shall not look to ACAAP for compensation for its services
described herein. It shall be compensated entirely by American Century
Investment Management, Inc., pursuant to the management agreement between
American Century Investment Management, Inc. and ACAAP, which requires American
Century Investment Management, Inc. to pay, with certain exceptions, all of the
expenses of ACAAP.
6. (a) This Agreement may be terminated by either party at any time without
penalty upon giving the other party 60 days written notice (which notice may be
waived by either party).
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(b) Upon termination, Services will deliver to ACAAP all microfilm
records pertaining to shareholder accounts of ACAAP, and all records of
shareholder accounts in machine readable form in the format in which they are
maintained by Services.
(c) All data processing programs used by Services in connection with the
performance of its duties under this Agreement are the sole and exclusive
property of Services, and after the termination of this Agreement, ACAAP shall
have no right to use the same.
IN WITNESS WHEREOF, the parties have executed this instrument as of the day
and year first above written.
AMERICAN CENTURY ASSET
ALLOCATION PORTFOLIOS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxx
Vice President
AMERICAN CENTURY SERVICES CORPORATON
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Senior Vice President
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