DISTRIBUTION AGREEMENT
TWENTIETH CENTURY MUTUAL FUNDS
THIS DISTRIBUTION AGREEMENT is made and entered into this ____ day of
__________, 19__, 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 TWENTIETH CENTURY SECURITIES, INC.
("Distributor"), a Delaware corporation.
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 Funds (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, 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 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. 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 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. Investor Class, Institutional Class and Single 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 or the
Institutional Class of shares or funds that offer a single class of
shares.
b. Advisor 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 Advisor Class of such Funds, and 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 be
compensated by IRC, not by the Funds.
Section 3. Expenses
a. Distributor or one of its affiliates 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 September 3, 1996, 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. Distributor or one of its affiliates shall pay all expenses incurred by
it in connection with the performance of its shareholder and
administrative services duties under the Shareholder Services Plan,
dated as of September 3, 1996, with respect to the Service Class of the
Funds' shares and under the Master Distribution and Shareholder
Services Plan, dated as of September 3, 1996, with respect to the
Distribution Class, including, but not limited to, (A) receiving,
aggregating and processing purchase, exchange and redemption request
from beneficial owners of Service Class shares (including contract
owners of insurance products that utilize the Funds as underlying
investment media) and placing purchase, exchange and redemption orders
with the Funds' transfer agent; (B) providing shareholders with a
service that invests the assets of their accounts in shares pursuant to
specific or pre-authorized instructions; (C) processing dividend
payments from a Fund on behalf of shareholders and assisting
shareholders in changing dividend options, account designations and
addresses; (D) providing and maintaining elective services such as
check writing and wire transfer services; (E) acting as shareholder of
record and nominee for beneficial owners; (F) maintaining account
records for shareholders and/or other beneficial owners; (G) issuing
confirmations of transactions; (H) providing subaccounting with respect
to shares beneficially owned by customers of third parties or providing
the information to a Fund as necessary for such subaccounting; (I)
preparing and forwarding shareholder communications from the Funds
(such as proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to shareholders
and/or other beneficial owners; (J) providing other similar
administrative and sub-transfer agency services; and (K) paying
"service fees," as contemplated by the Rules of Fair Practice of the
NASD. Shareholder Services do not include those activities and expenses
that are primarily intended to result in the sale of additional shares
of the Service Class of the Funds.
c. In addition to paying the above expenses with respect to the Advisor
Class and the Service 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 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. Any obligations of Distributor hereunder may be performed by one or
more affiliates of Distributor.
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.
TWENIETH CENTURY SECURITIES, INC. Distribution Agreement
TWENTIETH CENTURY SECURITIES, INC.
By:-------------------------------
Xxxxx X. Xxxxxxx III
President
TCI PORTFOLIOS, INC.
TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
TWENTIETH CENTURY INVESTORS, INC.
TWENTIETH CENTURY PREMIUM RESERVES, INC.
TWENTIETH CENTURY STRATEGIC ASSET
ALLOCATIONS, INC.
TWENTIETH CENTURY WORLD INVESTORS, INC.
By:--------------------------------
Xxxxxxx X. Xxxxx
Executive Vice President of
each of the Issuers
TWENTIETH CENTURY SECURITIES, INC. Distribution Agreement
SCHEDULE A
Companies and Funds Covered by this Distribution Agreement
Fund Date of Agreement
---- -----------------
TCI PORTFOLIOS, INC.
TCI Advantage September 3, 1996
TCI Balanced September 3, 1996
TCI Growth September 3, 1996
TCI International September 3, 1996
TCI Value September 3, 1996
TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
Twentieth Century Equity Income September 3, 1996
Twentieth Century Value September 3, 1996
TWENTIETH CENTURY INVESTORS, INC.
Balanced Investors September 3, 1996
Cash Reserve September 3, 1996
Growth Investors September 3, 1996
Heritage Investors September 3, 1996
Intermediate-Term Bond September 3, 1996
Limited-Term Bond September 3, 1996
Long-Term Bond September 3, 1996
Select Investors September 3, 1996
U.S. Governments Intermediate-Term September 3, 1996
U.S. Governments Short-Term September 3, 1996
Ultra Investors September 3, 1996
Vista Investors September 3, 1996
Giftrust Investors September 3, 1996
Tax Exempt Short-Term September 3, 1996
Tax Exempt Intermediate-Term September 3, 1996
Tax Exempt Long-Term September 3, 1996
Twentieth Century New Opportunities Fund September 3, 1996
TWENTIETH CENTURY PREMIUM RESERVES, INC.
Twentieth Century Premium Government Reserve September 3, 1996
Twentieth Century Premium Capital Reserve September 3, 1996
Twentieth Century Premium Managed Bond September 3, 1996
TWENTIETH CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
Strategic Allocation: Aggressive September 3, 1996
Strategic Allocation: Conservative September 3, 1996
Strategic Allocation: Moderate September 3, 1996
TWENTIETH CENTURY WORLD INVESTORS, INC.
Twentieth Century Emerging Markets Fund September 3, 1996
Twentieth Century International Equity September 3, 1996
Twentieth Century International Discovery Fund September 3, 1996
TWENTIETH CENTURY SECURITIES, INC. Distribution Agreement
SCHEDULE B
Investor Class and Single Class Funds
Fund Date of Agreement
---- -----------------
TCI PORTFOLIOS, INC.
XXX Xxxxxxxxx0 Xxxxxxxxx 0, 0000
XXX Xxxxxxxx0 September 3, 1996
TCI Growth1 September 3, 1996
TCI International1 September 3, 1996
TCI Value1 September 3, 1996
TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
Twentieth Century Equity Income2 September 3, 1996
Twentieth Century Value2 September 3, 1996
TWENTIETH CENTURY INVESTORS, INC.
Balanced Investors2 September 3, 1996
Cash Reserve2 September 3, 1996
Growth Investors2 September 3, 1996
Heritage Investors2 September 3, 1996
Intermediate-Term Bond2 September 3, 1996
Limited-Term Bond2 September 3, 1996
Long-Term Bond2 September 3, 1996
Select Investors2 September 3, 1996
U.S. Governments Intermediate-Term2 September 3, 1996
U.S. Governments Short-Term2 September 3, 1996
Ultra Investors2 September 3, 1996
Vista Investors2 September 3, 1996
Giftrust Investors1 September 3, 1996
Tax Exempt Short-Term1 September 3, 1996
Tax Exempt Intermediate-Term1 September 3, 1996
Tax Exempt Long-Term1 September 3, 1996
Twentieth Century New Opportunities Fund1 September 3, 1996
TWENTIETH CENTURY PREMIUM RESERVES, INC.
Twentieth Century Premium Government Reserve1 September 3, 1996
Twentieth Century Premium Capital Reserve1 September 3, 1996
Twentieth Century Premium Managed Bond1 September 3, 1996
TWENTIETH CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
Strategic Allocation: Aggressive2 September 3, 1996
Strategic Allocation: Conservative2 September 3, 1996
Strategic Allocation: Moderate2 September 3, 1996
TWENTIETH CENTURY WORLD INVESTORS, INC.
Twentieth Century Emerging Markets Fund2 September 3, 1996
Twentieth Century International Equity2 September 3, 1996
Twentieth Century International Discovery Fund2 September 3, 1996
-------------------------------
1 Single Class of Shares
2 Multiple Classes of Shares
TWENTIETH CENTURY SECURITIES, INC. Distribution Agreement
SCHEDULE C
Institutional Class Funds
Fund Date of Agreement
---- -----------------
TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
Twentieth Century Equity Income September 3, 1996
Twentieth Century Value September 3, 1996
TWENTIETH CENTURY INVESTORS, INC.
Balanced Investors September 3, 1996
Growth Investors September 3, 1996
Heritage Investors September 3, 1996
Select Investors September 3, 1996
Ultra Investors September 3, 1996
Vista Investors September 3, 1996
TWENTIETH CENTURY WORLD INVESTORS, INC.
Twentieth Century Emerging Markets Fund September 3, 1996
Twentieth Century International Equity September 3, 1996
Twentieth Century International Discovery Fund September 3, 1996
TWENTIETH CENTURY SECURITIES, INC. Distribution Agreement
SCHEDULE D
Service Class Funds
Fund Date of Agreement
---- -----------------
TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
Twentieth Century Equity Income September 3, 1996
Twentieth Century Value September 3, 1996
TWENTIETH CENTURY INVESTORS, INC.
Balanced Investors September 3, 1996
Cash Reserve September 3, 1996
Growth Investors September 3, 1996
Heritage Investors September 3, 1996
Intermediate-Term Bond September 3, 1996
Limited-Term Bond September 3, 1996
Long-Term Bond September 3, 1996
Select Investors September 3, 1996
U.S. Governments Intermediate-Term September 3, 1996
U.S. Governments Short-Term September 3, 1996
Ultra Investors September 3, 1996
Vista Investors September 3, 1996
TWENTIETH CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
Strategic Allocation: Aggressive September 3, 1996
Strategic Allocation: Conservative September 3, 1996
Strategic Allocation: Moderate September 3, 1996
TWENTIETH CENTURY WORLD INVESTORS, INC.
Twentieth Century Emerging Markets Fund September 3, 1996
Twentieth Century International Equity September 3, 1996
Twentieth Century International Discovery Fund September 3, 1996
TWENTIETH CENTURY SECURITIES, INC. Distribution Agreement
SCHEDULE E
Advisor Class Funds
Fund Date of Agreement
---- -----------------
TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
Twentieth Century Equity Income September 3, 1996
Twentieth Century Value September 3, 1996
TWENTIETH CENTURY INVESTORS, INC.
Balanced Investors September 3, 1996
Cash Reserve September 3, 1996
Growth Investors September 3, 1996
Heritage Investors September 3, 1996
Intermediate-Term Bond September 3, 1996
Limited-Term Bond September 3, 1996
Long-Term Bond September 3, 1996
Select Investors September 3, 1996
U.S. Governments Intermediate-Term September 3, 1996
U.S. Governments Short-Term September 3, 1996
Ultra Investors September 3, 1996
Vista Investors September 3, 1996
TWENTIETH CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
Strategic Allocation: Aggressive September 3, 1996
Strategic Allocation: Conservative September 3, 1996
Strategic Allocation: Moderate September 3, 1996
TWENTIETH CENTURY WORLD INVESTORS, INC.
Twentieth Century Emerging Markets Fund September 3, 1996
Twentieth Century International Equity September 3, 1996
Twentieth Century International Discovery Fund September 3, 1996
