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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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__________________
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FORM N-1A
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__________________
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 65
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 67
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(Check appropriate box or boxes.)
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__________________
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American Century Target Maturities Trust
(Exact Name of Registrant as Specified in Charter)
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__________________
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4500 MAIN STREET, KANSAS CITY, MISSOURI 64111
(Address of Principal Executive Offices) (Zip Code)
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REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (816) 531-5575
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CHARLES A. ETHERINGTON
4500 MAIN STREET, KANSAS CITY, MISSOURI 64111
(Name and Address of Agent for Service)
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Approximate Date of Proposed Public Offering: February 1, 2020
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It is proposed that this filing will become effective (check appropriate box)
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immediately upon filing pursuant to paragraph (b)
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on February 1, 2020, at 8:30 a.m. Central pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of rule 485.
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If appropriate, check the following box:
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☐
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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The Securities and Exchange Commission has
not approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
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Fund Summary – Zero Coupon 2020 Fund
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3
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Investment Objective
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3
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Fees and Expenses
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3
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Principal Investment Strategies
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3
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Principal Risks
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4
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Fund Performance
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5
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Portfolio Management
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6
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Purchase and Sale of Fund Shares
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6
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Tax Information
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6
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Payments to Broker-Dealers and Other Financial Intermediaries
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6
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Fund Summary – Zero Coupon 2025 Fund
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7
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Investment Objective
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7
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Fees and Expenses
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7
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Principal Investment Strategies
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7
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Principal Risks
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8
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Fund Performance
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9
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Portfolio Management
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10
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Purchase and Sale of Fund Shares
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10
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Tax Information
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10
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Payments to Broker-Dealers and Other Financial Intermediaries
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10
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Objectives, Strategies and Risks
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11
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Management
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14
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Investing Directly with American Century Investments
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16
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Investing Through a Financial Intermediary
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18
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Additional Policies Affecting Your Investment
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20
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Share Price and Distributions
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24
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Taxes
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26
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Multiple Class Information
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28
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Financial Highlights
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29
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Shareholder Fees (fees paid directly from your investment)
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Investor
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Advisor
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Maximum Annual Account Maintenance Fee
(waived if eligible investments total at least $10,000)
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$25
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None
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1 year
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3 years
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5 years
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10 years
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Investor Class
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$56
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$177
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$308
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$690
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Advisor Class
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$82
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$256
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$445
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$990
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The fund’s anticipated growth rate is an estimate of the annualized rate of growth of the fund that an investor may expect from the purchase date to the fund’s weighted average maturity date.
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The anticipated value at maturity is an estimate of the fund’s net asset value as of the fund’s weighted average maturity date. It is based on the maturity values of the zero-coupon securities held by the fund.
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Interest Rate Risk – Investments in debt securities are sensitive to interest rate changes and zero coupon securities are more sensitive to interest rate changes than traditional coupon-bearing securities. Generally, when interest rates rise, the fund’s share value will decline. The opposite is true when interest rates decline. Funds with longer weighted average maturities are more sensitive to interest rate changes. A period of rising interest rates may negatively affect the fund’s performance. Additionally, in extreme low interest rate environments, the fund’s expenses may exceed the yields on the securities in which the fund invests, resulting in a negative anticipated growth rate (AGR). You may lose money as a result of holding fund shares with a negative AGR.
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Unanticipated Capital Gains or Losses – When shareholders redeem their shares before the target maturity date, the fund may need to liquidate holdings to meet these redemptions and unanticipated capital gains or losses may result. The fund will distribute these capital gains or losses to all shareholders.
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Zero-Coupon U.S. Treasury Correlation – Although the fund’s investment policies are designed to provide an investment that is similar to investing in a zero-coupon U.S. Treasury security that matures in the year 2020, a precise forecast of the fund’s final maturity value and yield to maturity is not possible.
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Market Risk – The value of the securities owned by the fund may go up and down, sometimes rapidly or unpredictably.
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Principal Loss – At any given time your shares may be worth less than the price you paid for them. In other words, it is possible to lose money by investing in the fund.
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Average Annual Total Returns
For the calendar year ended December 31, 2019 |
1 year
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5 years
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10 years
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Investor Class Return Before Taxes
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2.74%
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1.58%
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4.32%
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Return After Taxes on Distributions
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1.03%
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-0.19%
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2.51%
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Return After Taxes on Distributions and Sale of Fund Shares
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1.68%
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0.54%
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2.75%
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Advisor Class Return Before Taxes
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2.49%
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1.33%
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4.06%
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11/15/2020 STRIPS Issue
(reflects no deduction for fees, expenses or taxes)
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3.38%
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2.00%
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4.67%
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ICE BofAML 10+ Year U.S. Treasury Index
(reflects no deduction for fees, expenses or taxes)
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14.31%
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4.05%
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6.87%
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Shareholder Fees (fees paid directly from your investment)
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Investor
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Advisor
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Maximum Annual Account Maintenance Fee
(waived if eligible investments total at least $10,000)
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$25
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None
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1 year
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3 years
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5 years
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10 years
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Investor Class
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$56
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$177
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$308
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$690
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Advisor Class
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$82
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$256
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$445
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$990
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The fund’s anticipated growth rate is an estimate of the annualized rate of growth of the fund that an investor may expect from the purchase date to the fund’s weighted average maturity date.
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The anticipated value at maturity is an estimate of the fund’s net asset value as of the fund’s weighted average maturity date. It is based on the maturity values of the zero-coupon securities held by the fund.
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•
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Interest Rate Risk – Investments in debt securities are sensitive to interest rate changes and zero coupon securities are more sensitive to interest rate changes than traditional coupon-bearing securities. Generally, when interest rates rise, the fund’s share value will decline. The opposite is true when interest rates decline. Funds with longer weighted average maturities are more sensitive to interest rate changes. A period of rising interest rates may negatively affect the fund’s performance. Additionally, in extreme low interest rate environments, the fund’s expenses may exceed the yields on the securities in which the fund invests, resulting in a negative anticipated growth rate (AGR). You may lose money as a result of holding fund shares with a negative AGR.
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Unanticipated Capital Gains or Losses – When shareholders redeem their shares before the target maturity date, the fund may need to liquidate holdings to meet these redemptions and unanticipated capital gains or losses may result. The fund will distribute these capital gains or losses to all shareholders.
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Zero-Coupon U.S. Treasury Correlation – Although the fund’s investment policies are designed to provide an investment that is similar to investing in a zero-coupon U.S. Treasury security that matures in the year 2025, a precise forecast of the fund’s final maturity value and yield to maturity is not possible.
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Market Risk – The value of the securities owned by the fund may go up and down, sometimes rapidly or unpredictably.
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Principal Loss – At any given time your shares may be worth less than the price you paid for them. In other words, it is possible to lose money by investing in the fund.
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Average Annual Total Returns
For the calendar year ended December 31, 2019 |
1 year
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5 years
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10 years
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Investor Class Return Before Taxes
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7.10%
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2.78%
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6.56%
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Return After Taxes on Distributions
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5.45%
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1.17%
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4.77%
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Return After Taxes on Distributions and Sale of Fund Shares
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4.26%
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1.46%
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4.57%
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Advisor Class Return Before Taxes
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6.83%
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2.52%
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6.30%
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11/15/2025 STRIPS Issue
(reflects no deduction for fees, expenses or taxes)
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7.38%
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3.13%
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6.92%
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ICE BofAML 10+ Year U.S. Treasury Index
(reflects no deduction for fees, expenses or taxes)
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14.31%
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4.05%
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6.87%
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A fund’s anticipated growth rate is an estimate of the annualized rate of growth of the fund that an investor may expect from the purchase date to the fund’s weighted average maturity date.
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The anticipated value at maturity is an estimate of a fund’s net asset value as of the fund’s weighted average maturity date. It is based on the maturity values of the zero-coupon securities held by the fund.
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Anticipated Values at Maturity
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9/30/2015
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9/30/2016
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9/30/2017
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9/30/2018
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9/30/2019
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Zero Coupon 2020
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$108.08
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$108.10
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$108.15
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$108.13
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$108.03
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Zero Coupon 2025
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$115.63
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$115.46
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$116.05
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$116.23
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$116.22
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This table is designed to show the narrow ranges in which each fund’s AVM varies over time. There is no guarantee that a fund’s AVM will fluctuate as little in the future.
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The portfolio managers may begin buying traditional coupon-bearing securities consistent with a fund’s investment objective and strategy.
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As a fund’s zero-coupon securities mature, the proceeds from the retirement of these securities may be invested in zeros, traditional coupon-bearing debt securities and cash equivalent securities.
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Each fund will be liquidated near the end of its maturity year.
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Management Fees Paid by the Funds to the Advisor as a Percentage
of Average Net Assets for the Most Recent Fiscal Year Ended September 30, 2019
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Investor Class
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Advisor Class
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Zero Coupon 2020
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0.54%
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0.54%
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Zero Coupon 2025
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0.54%
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0.54%
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Personal accounts include individual accounts, joint accounts, UGMA/UTMA accounts, personal trusts, Coverdell Education Savings Accounts, IRAs (including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and certain other retirement accounts. If you have only business, business retirement, employer-sponsored or American Century Investments Brokerage accounts, you are currently not subject to this fee, but you may be subject to other fees.
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American Century Investments bank information: Commerce Bank N.A., Routing No. 101000019, Account No. 2804918
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Your American Century Investments account number and fund name
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Your name
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The contribution year (for IRAs only)
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Dollar amount
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4500 Main Street, Kansas City, MO — 8 a.m. to 5 p.m., Monday – Friday
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4917 Town Center Drive, Leawood, KS — 8 a.m. to 5 p.m., Monday – Friday; 8 a.m. to noon, Saturday
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1665 Charleston Road, Mountain View, CA — 8 a.m. to 5 p.m., Monday – Friday
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Financial intermediaries include banks, broker-dealers, insurance companies, plan sponsors and financial professionals.
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minimum investment requirements
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exchange policies
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fund choices
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cutoff time for investments
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trading restrictions
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self-directed accounts on transaction-based platforms that may or may not charge a transaction fee
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employer-sponsored retirement plans
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broker-dealer sponsored fee-based wrap programs or other fee-based advisory accounts
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insurance products and bank/trust products where fees are being charged
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Broker-dealer sponsored wrap program accounts and/or fee-based advisory accounts
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No minimum
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Coverdell Education Savings Account
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$2,0001
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Employer-sponsored retirement plans2
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No minimum
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1
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The minimum initial investment for shareholders investing through financial intermediaries is $250. Financial intermediaries may have different minimums for their clients.
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2
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For this purpose, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs.
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Your redemption or distribution check or automatic redemption is made payable to someone other than the account owners;
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Your redemption proceeds or distribution amount is sent by EFT (ACH or wire) to a destination other than your personal bank account;
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You are transferring ownership of an account over $100,000;
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You change your address and request a redemption over $100,000 within seven days;
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You request proceeds from redemptions, dividends, or distributions be sent to an address or financial institution differing from those on record; or
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You make a redemption or other transaction request via telephone, and we are unable to verify your identity.
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within seven days of the purchase; or
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within 30 days of the purchase, if it happens more than once per year.
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purchases of shares through reinvested distributions (dividends and capital gains);
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redemption of shares to pay fund or account fees;
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CheckWriting redemptions;
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redemptions requested following the death of a registered shareholder;
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transactions through automatic purchase or redemption plans;
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transfers and re-registrations of shares within the same fund;
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shares exchanged from one share class to another within the same fund;
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transactions by 529 college savings plans and funds of funds (however shareholders of American Century’s funds of funds are subject to the limitations); and
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reallocation or rebalancing transactions in broker-dealer sponsored fee-based wrap and advisory programs.
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The net asset value, or NAV, of each class of the fund is the current value of the class’s assets, minus any liabilities, divided by the number of shares of the class outstanding.
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Capital gains are increases in the values of capital assets, such as stocks or bonds, from the time the assets are purchased.
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cash; or
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shares of another American Century Investments mutual fund.
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Qualified dividend income is a dividend received by a fund from the stock of a domestic or qualifying foreign corporation, provided that the fund has held the stock for a required holding period and the stock was not on loan at the time of the dividend.
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share price at the beginning of the period
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investment income and capital gains or losses
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distributions of income and capital gains paid to investors
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reverse share split
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share price at the end of the period
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Total Return – the overall percentage of return of the fund, assuming the reinvestment of all distributions
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Expense Ratio – the operating expenses of the fund as a percentage of average net assets
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Net Income Ratio – the net investment income of the fund as a percentage of average net assets
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Portfolio Turnover – the percentage of the fund’s investment portfolio that is replaced during the period
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For a Share Outstanding Throughout the Years Ended September 30 (except as noted)
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Per-Share Data
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Ratios and Supplemental Data
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Income From
Investment Operations:
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Distributions From:
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Ratio to Average
Net Assets of:
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Net Asset
Value,
Beginning
of Period
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Net
Investment Income (Loss)(1)
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Net Realized and Unrealized Gain (Loss)
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Total From
Investment Operations |
Net
Investment Income |
Net
Realized Gains |
Total
Distributions |
Reverse Share Split
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Net Asset
Value, End of Period |
Total
Return(2)
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Operating
Expenses |
Net
Investment Income (Loss) |
Portfolio
Turnover Rate |
Net Assets,
End of
Period (in thousands)
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Investor Class
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2019
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$103.11
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4.25
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(0.73)
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3.52
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(4.15)
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—
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(4.15)
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4.15
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$106.63
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3.41%
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0.55%
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4.06%
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13%
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$133,398
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2018
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$104.19
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3.86
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(4.94)
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(1.08)
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(3.37)
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(0.39)
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(3.76)
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3.76
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$103.11
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(1.04)%
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0.55%
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3.73%
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5%
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$143,214
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2017
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$105.20
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3.53
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(4.54)
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(1.01)
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(3.16)
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(3.17)
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(6.33)
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6.33
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$104.19
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(0.96%)
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0.55%
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3.40%
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10%
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$170,288
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2016
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$101.97
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3.18
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0.05
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3.23
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(3.10)
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(2.03)
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(5.13)
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5.13
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$105.20
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3.17%
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0.56%
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3.08%
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43%
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$189,667
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2015
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$97.29
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3.65
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1.03
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4.68
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(3.40)
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(2.75)
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(6.15)
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6.15
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$101.97
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4.81%
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0.55%
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3.64%
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39%
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$189,734
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Advisor Class
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2019
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$98.18
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3.80
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(0.70)
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3.10
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(3.89)
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—
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(3.89)
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3.89
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$101.28
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3.15%
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0.80%
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3.81%
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13%
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$2,632
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2018
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$99.46
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3.42
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(4.70)
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(1.28)
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(3.11)
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(0.39)
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(3.50)
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3.50
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$98.18
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(1.29)%
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0.80%
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3.48%
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5%
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$2,354
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2017
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$100.68
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3.11
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(4.33)
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(1.22)
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(2.90)
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(3.17)
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(6.07)
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6.07
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$99.46
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(1.20)%
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0.80%
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3.15%
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10%
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$3,388
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2016
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$97.83
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2.80
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0.05
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2.85
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(2.84)
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(2.03)
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(4.87)
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4.87
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$100.68
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2.90%
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0.81%
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2.83%
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43%
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$6,094
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2015
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$93.57
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3.28
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0.98
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4.26
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(3.15)
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(2.75)
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(5.90)
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5.90
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$97.83
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4.56%
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0.80%
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3.39%
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39%
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$6,026
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Notes to Financial Highlights
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(1)
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Computed using average shares outstanding throughout the period.
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(2)
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Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
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Notes to Financial Highlights
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(1)
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Computed using average shares outstanding throughout the period.
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(2)
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Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized.
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This statement of additional information adds to the discussion in the funds’ prospectus dated February 1, 2020 but is not a prospectus. The statement of additional information should be read in conjunction with the funds’ current prospectus. If you would like a copy of the prospectus, please contact us at the address or telephone numbers listed on the back cover or visit American Century Investments’ website at americancentury.com.
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This statement of additional information incorporates by reference
certain information that appears in the funds’ annual report,
which is delivered to all investors. You may obtain a free copy
of the funds’ annual report by calling 1-800-345-2021.
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The Funds’ History
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2
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Fund Investment Guidelines
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2
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Fund Investments and Risks
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2
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Investment Strategies and Risks
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2
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Investment Policies
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6
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Temporary Defensive Measures
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8
|
|
|
Portfolio Turnover
|
8
|
|
|
Disclosure of Portfolio Holdings
|
8
|
|
|
Management
|
12
|
|
|
Board of Trustees
|
12
|
|
|
Officers
|
18
|
|
|
Code of Ethics
|
19
|
|
|
Proxy Voting Policies
|
19
|
|
|
The Funds’ Principal Shareholders
|
19
|
|
|
Service Providers
|
20
|
|
|
Investment Advisor
|
20
|
|
|
Portfolio Managers
|
22
|
|
|
Transfer Agent and Administrator
|
24
|
|
|
Sub-Administrator
|
24
|
|
|
Distributor
|
24
|
|
|
Custodian Bank
|
25
|
|
|
Securities Lending Agent
|
25
|
|
|
Independent Registered Public Accounting Firm
|
25
|
|
|
Brokerage Allocation
|
25
|
|
|
Regular Broker-Dealers
|
26
|
|
|
Information About Fund Shares
|
26
|
|
|
Fund Liquidations
|
27
|
|
|
Multiple Class Structure
|
27
|
|
|
Valuation of a Fund’s Securities
|
29
|
|
|
Taxes
|
29
|
|
|
Federal Income Tax
|
29
|
|
|
State and Local Taxes
|
30
|
|
|
Financial Statements
|
30
|
|
|
|
|
|
|
Appendix A – Principal Shareholders
|
A-1
|
|
|
Appendix B – Payments to Dealers
|
B-1
|
|
|
Appendix C – Buying and Selling Fund Shares
|
C-1
|
|
|
Appendix D – Explanation of Fixed-Income Securities Ratings
|
D-1
|
|
|
Appendix E – Proxy Voting Policies
|
E-1
|
|
|
Fund
|
Ticker Symbol
|
Inception Date
|
|
Zero Coupon 2020 Fund
|
|
|
|
Investor Class
|
BTTTX
|
12/29/1989
|
|
Advisor Class
|
ACTEX
|
10/19/1998
|
|
Zero Coupon 2025 Fund
|
|
|
|
Investor Class
|
BTTRX
|
02/15/1996
|
|
Advisor Class
|
ACTVX
|
06/01/1998
|
|
(1)
|
no more than 25% of its total assets are invested in the securities of a single issuer (other than the U.S. government or a regulated investment company), and
|
|
(2)
|
with respect to at least 50% of its total assets, no more than 5% of its total assets are invested in the securities of a single issuer (other than the U.S. government or a regulated investment company) and it does not own more than 10% of the outstanding voting securities of a single issuer.
|
|
(1)
|
the type and amount of collateral that must be received by the fund;
|
|
(2)
|
the circumstances under which additions to that collateral must be made by borrowers;
|
|
(3)
|
the return to be received by the fund on the loaned securities;
|
|
(4)
|
the limitations on the percentage of fund assets on loan; and
|
|
(5)
|
the credit standards applied in evaluating potential borrowers of portfolio securities.
|
|
(1)
|
Maintaining a weighted average maturity within the fund’s target maturity year;
|
|
(2)
|
Investing at least 90% of assets in securities that mature within one year of the fund’s target maturity year;
|
|
(3)
|
Investing a substantial portion of assets in Treasury STRIPS (the most liquid Treasury zero and in their equivalents);
|
|
(4)
|
Under normal conditions, maintaining a cash balance of less than 1%;
|
|
(5)
|
Executing portfolio transactions necessary to accommodate net shareholder purchases or redemptions on a daily basis; and
|
|
(6)
|
Whenever feasible, contacting several U.S. government securities dealers for each intended transaction in an effort to obtain the best price on each transaction.
|
|
|
AVM
|
=
|
NAV
|
(
|
1+AGR
2
|
)
|
2T
|
|
|
Anticipated Growth Rate
|
9/30/2015
|
9/30/2016
|
9/30/2017
|
9/30/2018
|
9/30/2019
|
|
Zero Coupon 2020
|
1.18%
|
0.67%
|
1.23%
|
2.35%
|
1.32%
|
|
Zero Coupon 2025
|
1.93%
|
1.39%
|
1.92%
|
2.66%
|
1.31%
|
|
Anticipated Value at Maturity
|
9/30/2015
|
9/30/2016
|
9/30/2017
|
9/30/2018
|
9/30/2019
|
|
Zero Coupon 2020
|
$108.08
|
$108.10
|
$108.15
|
$108.13
|
$108.03
|
|
Zero Coupon 2025
|
$115.63
|
$115.46
|
$116.05
|
$116.23
|
$116.22
|
|
•
|
3% of the total voting stock of any one investment company;
|
|
•
|
5% of the fund’s total assets with respect to any one investment company; and
|
|
•
|
10% of a fund’s total assets in the aggregate.
|
|
Subject
|
Policy
|
|
Senior Securities
|
A fund may not issue senior securities, except as permitted under the Investment Company Act.
|
|
Borrowing
|
A fund may not borrow money, except that a fund may borrow for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33⅓% of the fund’s total assets (including the amount borrowed) less liabilities (other than borrowings).
|
|
Lending
|
A fund may not lend any security or make any other loan if, as a result, more than 33⅓% of the fund’s total assets would be lent to other parties, except (i) through the purchase of debt securities in accordance with its investment objective, policies and limitations or (ii) by engaging in repurchase agreements with respect to portfolio securities.
|
|
Real Estate
|
A fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. This policy shall not prevent a fund from investing in securities or other instruments backed by real estate or securities of companies that deal in real estate or are engaged in the real estate business.
|
|
Concentration
|
A fund may not concentrate its investments in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities).
|
|
Underwriting
|
A fund may not act as an underwriter of securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities.
|
|
Commodities
|
A fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, provided that this limitation shall not prohibit the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities.
|
|
Control
|
A fund may not invest for purposes of exercising control over management.
|
|
(a)
|
there is no limitation with respect to obligations issued or guaranteed by the U.S. government, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions and repurchase agreements secured by such obligations, (except that an Industrial Development Bond backed only by the assets and revenues of a non-governmental user will be deemed to be an investment in the industry represented by such user),
|
|
(b)
|
wholly owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of the parents,
|
|
(c)
|
utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry, and
|
|
(d)
|
personal credit and business credit businesses will be considered separate industries.
|
|
Subject
|
Policy
|
|
Leveraging
|
A fund may not purchase additional investment securities at any time during which outstanding borrowings exceed 5% of the total assets of the fund.
|
|
Liquidity
|
A fund may not purchase any security or enter into a repurchase agreement if, as a result, more than 15% of its net assets would be invested in illiquid securities. Illiquid securities include repurchase agreements not entitling the holder to payment of principal and interest within seven days, and securities that are illiquid by virtue of legal or contractual restrictions on resale or the absence of a readily available market.
|
|
Short Sales
|
A fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.
|
|
Margin
|
A fund may not purchase securities on margin, except to obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions involving futures, options (puts, calls, etc.), swaps, short sales, forward contracts, commitment agreements, and other similar investment techniques shall not be deemed to constitute purchasing securities on margin.
|
|
•
|
U.S. government securities and repurchase agreements collateralized by U.S. government securities; and
|
|
•
|
money market funds.
|
|
•
|
Aetna Inc.
|
|
•
|
Alight Solutions LLC
|
|
•
|
AllianceBernstein L.P.
|
|
•
|
American Fidelity Assurance Co.
|
|
•
|
Ameritas Life Insurance Corporation
|
|
•
|
AMP Capital Investors Limited
|
|
•
|
Annuity Investors Life Insurance Company
|
|
•
|
Aon Hewitt Investment Consulting
|
|
•
|
Athene Annuity & Life Assurance Company
|
|
•
|
AUL/American United Life Insurance Company
|
|
•
|
AXA Equitable Funds Management Group, LLC
|
|
•
|
Bell Globemedia Publishing
|
|
•
|
Bellwether Consulting, LLC
|
|
•
|
BNY Mellon Performance & Risk Analytics, LLC
|
|
•
|
Brighthouse Life Insurance Company
|
|
•
|
Callan Associates, Inc.
|
|
•
|
Calvert Asset Management Company, Inc.
|
|
•
|
Cambridge Associates, LLC
|
|
•
|
Cambridge Financial Services, Inc.
|
|
•
|
Capital Cities, LLC
|
|
•
|
Charles Schwab & Co., Inc.
|
|
•
|
Cleary Gull Inc.
|
|
•
|
Commerce Bank
|
|
•
|
Connecticut General Life Insurance Company
|
|
•
|
Corestone Investment Managers AG
|
|
•
|
Corning Incorporated
|
|
•
|
Curcio Webb LLC
|
|
•
|
Deutsche AM Distributors, Inc.
|
|
•
|
Eckler Partners Ltd.
|
|
•
|
Electra Information Systems, Inc.
|
|
•
|
EquiTrust Life Insurance Company
|
|
•
|
Farm Bureau Life Insurance Company
|
|
•
|
FCA US LLC
|
|
•
|
FIL Investment Management
|
|
•
|
Fidelity Workplace Services, LLC
|
|
•
|
Finance-Doc Multimanagement AG
|
|
•
|
Fund Evaluation Group, LLC
|
|
•
|
Gavion, LLC
|
|
•
|
Government Employees Pension Service
|
|
•
|
Great-West Financial Retirement Plan Services, LLC
|
|
•
|
The Guardian Life Insurance Company of America
|
|
•
|
ICMA Retirement Corporation
|
|
•
|
Intel Corporation
|
|
•
|
InvesTrust Consulting, LLC
|
|
•
|
Iron Capital Advisors
|
|
•
|
Jefferson National Life Insurance Company
|
|
•
|
JLT Investment Management Limited
|
|
•
|
John Hancock Financial Services, Inc.
|
|
•
|
Kansas City Life Insurance Company
|
|
•
|
Kiwoom Asset Management
|
|
•
|
Kmotion, Inc.
|
|
•
|
Korea Investment Management Co. Ltd.
|
|
•
|
Korea Teachers Pension
|
|
•
|
Legal Super Pty Ltd.
|
|
•
|
The Lincoln National Life Insurance Company
|
|
•
|
Lipper Inc.
|
|
•
|
Marquette Associates
|
|
•
|
Massachusetts Mutual Life Insurance Company
|
|
•
|
Mercer Investment Management, Inc.
|
|
•
|
Merrill Lynch
|
|
•
|
Midland National Life Insurance Company
|
|
•
|
Minnesota Life Insurance Company
|
|
•
|
Modern Woodmen of America
|
|
•
|
Montana Board of Investments
|
|
•
|
Morgan Stanley Smith Barney LLC
|
|
•
|
Morningstar Investment Management LLC
|
|
•
|
Morningstar, Inc.
|
|
•
|
Morningstar Investment Services, Inc.
|
|
•
|
MUFG Union Bank, NA
|
|
•
|
Mutual of America Life Insurance Company
|
|
•
|
National Life Insurance Company
|
|
•
|
Nationwide Financial
|
|
•
|
NEPC
|
|
•
|
The Newport Group
|
|
•
|
Nomura Asset Management U.S.A. Inc.
|
|
•
|
Nomura Securities International, Inc.
|
|
•
|
The Northern Trust Company
|
|
•
|
Northwestern Mutual Life Insurance Co.
|
|
•
|
NYLIFE Distributors, LLC
|
|
•
|
Old Mutual Global Investors (UK) Limited
|
|
•
|
Pacific Life Insurance Company
|
|
•
|
Pavilion Advisory Group Inc.
|
|
•
|
Principal Life Insurance Company
|
|
•
|
Prudential Financial
|
|
•
|
RidgeWorth Capital Management, Inc.
|
|
•
|
Rocaton Investment Advisors, LLC
|
|
•
|
RSM US Wealth Management LLC
|
|
•
|
RVK, Inc.
|
|
•
|
S&P Financial Communications
|
|
•
|
Security Benefit Life Insurance Co.
|
|
•
|
Shinhan BNP Paribas Asset Management
|
|
•
|
SP-Fund Management Ltd.
|
|
•
|
State Street Global Exchange
|
|
•
|
SunTrust Bank
|
|
•
|
Symetra Life Insurance Company
|
|
•
|
Tokio Marine Asset Management Co., Ltd.
|
|
•
|
Towers Watson Investment Services, Inc.
|
|
•
|
Towers Watson Limited
|
|
•
|
UBS Financial Services, Inc.
|
|
•
|
UBS Wealth Management
|
|
•
|
Valic Financial Advisors Inc.
|
|
•
|
VALIC Retirement Services Company
|
|
•
|
Vestek Systems, Inc.
|
|
•
|
Voya Retirement Insurance and Annuity Company
|
|
•
|
Wells Fargo Bank, N.A.
|
|
•
|
Wilshire Associates Incorporated
|
|
•
|
Zeno Consulting Group, LLC
|
|
Name (Year of Birth)
|
Position(s) Held with Funds
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
Number of American Century Portfolios Overseen by Trustee
|
Other Directorships Held During Past 5 Years
|
|
Interested Trustee
|
|
|
|
|
|
|
Jonathan S. Thomas
(1963) |
Trustee
|
Since 2007
|
President and Chief Executive Officer, ACC (2007 to present). Also serves as Chief Executive Officer, ACS; Executive Vice President, ACIM; Director, ACC, ACIM and other ACC subsidiaries
|
117
|
BioMed Valley Discoveries, Inc.
|
|
•
|
oversee the performance of the funds;
|
|
•
|
oversee the quality of the advisory and shareholder services provided by the advisor;
|
|
•
|
review annually the fees paid to the advisor for its services;
|
|
•
|
monitor potential conflicts of interest between the funds and their affiliates, including the advisor;
|
|
•
|
oversee custody of assets and the valuation of securities; and
|
|
•
|
oversee the funds’ compliance program.
|
|
•
|
Shareholder’s name, the fund name, number of fund shares owned and length of period held;
|
|
•
|
Name, age and address of the candidate;
|
|
•
|
A detailed resume describing, among other things, the candidate’s educational background, occupation, employment history, financial knowledge and expertise and material outside commitments (e.g., memberships on other boards and committees, charitable foundations, etc.);
|
|
•
|
Any other information relating to the candidate that is required to be disclosed in solicitations of proxies for election of trustees in an election contest pursuant to Regulation 14A under the Securities Exchange Act of 1934;
|
|
•
|
A supporting statement that (i) describes the candidate’s reasons for seeking election to the board and (ii) documents his/her qualifications to serve as a trustee; and
|
|
•
|
A signed statement from the candidate confirming his/her willingness to serve on the board.
|
|
Name of Trustee
|
Total Compensation for Service as Trustee of the Funds1
|
Total Compensation for Service as Directors/Trustees for the American
Century Investments Family of Funds2
|
|
Tanya S. Beder
|
$1,852
|
$270,000
|
|
Jeremy I. Bulow
|
$1,886
|
$275,000
|
|
Anne Casscells
|
$1,783
|
$260,000
|
|
Ronald J. Gilson
|
$2,538
|
$405,000
|
|
Frederick L.A. Grauer
|
$1,852
|
$270,000
|
|
Jonathan D. Levin
|
$1,783
|
$260,000
|
|
Peter F. Pervere
|
$1,921
|
$280,000
|
|
John B. Shoven
|
$1,852
|
$270,000
|
|
1
|
Includes compensation paid to the trustees for fiscal year ended September 30, 2019, and also includes amounts deferred at the election of the trustees under the American Century Mutual Funds’ Independent Directors’ Deferred Compensation Plan.
|
|
2
|
Includes compensation paid to each trustee for his or her service as director/trustee for eight (in the case of Mr. Gilson, nine) investment companies in the American Century Investments family of funds. The total amount of deferred compensation included in the table is as follows: Ms. Cascells, $260,000; and Mr. Pervere, $28,000.
|
|
•
|
either the funds’ Board of Trustees, or a majority of the outstanding voting securities of such fund (as defined in the Investment Company Act) and
|
|
•
|
the vote of a majority of the trustees of the funds who are not parties to the agreement or interested persons of the advisor, cast in person at a meeting called for the purpose of voting on such approval.
|
|
1
|
Includes $136.0 million in Zero Coupon 2020 and $135.4 million in Zero Coupon 2025.
|
|
Fund
|
Benchmarks
|
Peer Group
|
|
Zero Coupon 2020
|
11/15/2020 STRIPS Issue
|
N/A
|
|
Zero Coupon 2025
|
11/15/2025 STRIPS Issue
|
N/A
|
|
•
|
applicable commission rates and other transaction costs charged by the broker-dealer
|
|
•
|
value of research provided to the advisor by the broker-dealer (including economic forecasts, fundamental and technical advice on individual securities, market analysis, and advice, either directly or through publications or writings, as to the value of securities, availability of securities or of purchasers/sellers of securities)
|
|
•
|
timeliness of the broker-dealer’s trade executions
|
|
•
|
efficiency and accuracy of the broker-dealer’s clearance and settlement processes
|
|
•
|
broker-dealer’s ability to provide data on securities executions
|
|
•
|
financial condition of the broker-dealer
|
|
•
|
the quality of the overall brokerage and customer service provided by the broker-dealer
|
|
•
|
rates quoted by broker-dealers
|
|
•
|
the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved
|
|
•
|
the ability of a broker-dealer to execute large trades while minimizing market impact
|
|
•
|
the complexity of a particular transaction
|
|
•
|
the nature and character of the markets on which a particular trade takes place
|
|
•
|
the level and type of business done with a particular firm over a period of time
|
|
•
|
the ability of a broker-dealer to provide anonymity while executing trades
|
|
•
|
historical commission rates
|
|
•
|
rates that other institutional investors are paying, based on publicly available information
|
|
Zero Coupon 2020
|
$6,039
|
|
Zero Coupon 2025
|
$3,330
|
|
(a)
|
providing individualized and customized investment advisory services, including the consideration of shareholder profiles and specific goals;
|
|
(b)
|
creating investment models and asset allocation models for use by shareholders in selecting appropriate funds;
|
|
(c)
|
conducting proprietary research about investment choices and the market in general;
|
|
(d)
|
periodic rebalancing of shareholder accounts to ensure compliance with the selected asset allocation;
|
|
(e)
|
consolidating shareholder accounts in one place;
|
|
(f)
|
paying service fees for providing personal, continuing services to investors, as contemplated by the Conduct Rules of FINRA; and
|
|
(g)
|
other individual services.
|
|
(a)
|
paying of sales commissions, on-going commissions and other payments to brokers, dealers, financial institutions or others who sell Advisor Class shares pursuant to selling agreements;
|
|
(b)
|
compensating registered representatives or other employees of the distributor who engage in or support distribution of the funds’ Advisor Class shares;
|
|
(c)
|
compensating and paying expenses (including overhead and telephone expenses) of the distributor;
|
|
(d)
|
printing prospectuses, statements of additional information and reports for other-than-existing shareholders;
|
|
(e)
|
preparing, printing and distributing 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)
|
providing facilities to answer questions from prospective shareholders about fund shares;
|
|
(h)
|
complying with federal and state securities laws pertaining to the sale of fund shares;
|
|
(i)
|
assisting shareholders in completing application forms and selecting dividend and other account options;
|
|
(j)
|
providing other reasonable assistance in connection with the distribution of fund shares;
|
|
(k)
|
organizing and conducting sales seminars and payments in the form of transactional and compensation or promotional incentives;
|
|
(l)
|
profit on the foregoing; and
|
|
(m)
|
such other distribution and services activities as the advisor determines may be paid for by the funds pursuant to the terms of the agreement between the trust and the funds’ distributor and in accordance with Rule 12b-1 of the Investment Company Act.
|
|
Fund/Class
|
Shareholder
|
Percentage of
Outstanding Shares
Owned Of Record
|
|
Zero Coupon 2020
|
||
|
Investor Class
|
||
|
|
Charles Schwab & Co. Inc.
San Francisco, California
|
18%
|
|
|
National Financial Services LLC
Jersey City, New Jersey
|
12%
|
|
Advisor Class
|
||
|
|
M L P F & S
Jacksonville, Florida
|
43%
|
|
|
Pershing LLC
Jersey City, New Jersey
|
26%
|
|
|
National Financial Services LLC
Jersey City, New Jersey
|
17%
|
|
Zero Coupon 2025
|
||
|
Investor Class
|
||
|
|
Charles Schwab & Co. Inc.
San Francisco, California
|
17%
|
|
|
National Financial Services LLC
Jersey City, New Jersey
|
12%
|
|
Advisor Class
|
||
|
|
M L P F & S
Jacksonville, Florida
|
24%
|
|
|
Mid Atlantic Trust Company
Pittsburgh, Pennsylvania
Includes 14.27% registered for the benefit of The New York Preparatory 401k Profit Sharing Plan & Trust
|
16%
|
|
|
Ascensus Trust Co
Fargo, North Dakota Includes 12.80% registered for the benefit of Animal Family Veterinary Care Center
|
13%
|
|
|
Charles Schwab & Co. Inc.
San Francisco, California
|
11%
|
|
|
Pershing LLC
Jersey City, New Jersey
|
9%
|
|
|
National Financial Services LLC
Jersey City, New Jersey
|
8%
|
|
|
Ameritrade Inc. FEBO
Omaha, Nebraska
|
7%
|
|
|
MSSB LLC
New York, New York
|
5%
|
|
•
|
401(a) plans
|
|
•
|
pension plans
|
|
•
|
profit sharing plans
|
|
•
|
401(k) plans (including plans with a Roth 401(k) feature, SIMPLE 401(k) plans and Solo 401(k) plans)
|
|
•
|
money purchase plans
|
|
•
|
target benefit plans
|
|
•
|
Taft-Hartley multi-employer pension plans
|
|
•
|
SERP and “Top Hat” plans
|
|
•
|
ERISA trusts
|
|
•
|
employee benefit plans and trusts
|
|
•
|
employer-sponsored health plans
|
|
•
|
457 plans
|
|
•
|
KEOGH or HR(10) plans
|
|
•
|
employer-sponsored 403(b) plans (including plans with a Roth 403(b) feature)
|
|
•
|
nonqualified deferred compensation plans
|
|
•
|
nonqualified excess benefit plans
|
|
•
|
nonqualified retirement plans
|
|
Moody’s Investors Service, Inc. Global Long-Term Rating Scale
|
|
|
Category
|
Definition
|
|
Aaa
|
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
|
|
Aa
|
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
|
|
A
|
Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
|
|
Baa
|
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
|
|
Ba
|
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
|
|
B
|
Obligations rated B are considered speculative and are subject to high credit risk.
|
|
Caa
|
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
|
|
Ca
|
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
|
|
C
|
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
|
|
Standard & Poor’s Corporate Short-Term Note Ratings
|
|
|
Category
|
Definition
|
|
A-1
|
A short-term obligation rated ‘A-1’ is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
|
|
A-2
|
A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
|
|
A-3
|
A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
|
|
B
|
A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments.
|
|
C
|
A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
|
|
D
|
A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor’s believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.
|
|
Moody’s Global Short-Term Rating Scale
|
|
|
Category
|
Definition
|
|
P-1
|
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
|
|
P-2
|
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
|
|
P-3
|
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
|
|
NP
|
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
|
|
Fitch Investors Service, Inc. Short-Term Ratings
|
|
|
Category
|
Definition
|
|
F1
|
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
|
|
F2
|
Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
|
|
F3
|
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
|
|
B
|
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
|
|
C
|
High short-term default risk. Default is a real possibility.
|
|
RD
|
Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
|
|
D
|
Default Indicates a broad-based default event for an entity, or the default of a short-term obligation.
|
|
Standard & Poor’s Municipal Short-Term Note Ratings
|
|
|
Category
|
Definition
|
|
SP-1
|
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
|
|
SP-2
|
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
|
|
SP-3
|
Speculative capacity to pay principal and interest.
|
|
Moody’s US Municipal Short-Term Debt Ratings
|
|
|
Category
|
Definition
|
|
MIG 1
|
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
|
|
MIG 2
|
This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
|
|
MIG 3
|
This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
|
|
SG
|
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
|
|
Moody’s Demand Obligation Ratings
|
|
|
Category
|
Definition
|
|
VMIG 1
|
This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
|
|
VMIG 2
|
This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
|
|
VMIG 3
|
This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
|
|
SG
|
This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
|
|
A.
|
General Principles
|
|
B.
|
Specific Proxy Matters
|
|
(1)
|
Generally. The Advisor will generally support the election of directors that result in a board made up of a majority of independent directors. In general, the Advisor will vote in favor of management's director nominees if they are running unopposed. The Advisor believes that management is in the best possible position to evaluate the qualifications of directors and the needs and dynamics of a particular board. The Advisor of course maintains the ability to vote against any candidate whom it feels is not qualified or if there are specific concerns about the individual, such as allegations of criminal wrongdoing or breach of fiduciary responsibilities. Additional information the Advisor may consider concerning director nominees include, but is not limited to, whether (1) there is an adequate explanation for repeated absences at board meetings, (2) the nominee receives non-board fee compensation, or (3) there is a family relationship between the nominee and the company’s chief executive officer or controlling shareholder. When management's nominees are opposed in a proxy contest, the Advisor will evaluate which nominees' publicly-announced management policies and goals are most likely to maximize shareholder value, as well as the past performance of the incumbents.
|
|
(2)
|
Committee Service. The Advisor will withhold votes for non-independent directors who serve on the audit, compensation, and/or nominating committees of the board.
|
|
(3)
|
Classification of Boards. The Advisor will support proposals that seek to declassify boards. Conversely, the Advisor will oppose efforts to adopt classified board structures.
|
|
(4)
|
Majority Independent Board. The Advisor will support proposals calling for a majority of independent directors on a board. The Advisor believes that a majority of independent directors can help to facilitate objective decision making and enhances accountability to shareholders.
|
|
(5)
|
Majority Vote Standard for Director Elections. The Advisor will vote in favor of proposals calling for directors to be elected by an affirmative majority of the votes cast in a board election, provided that the proposal allows for a plurality voting standard in the case of contested elections. The Advisor may consider voting against such shareholder proposals where a company’s board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to receive the support of the majority of the votes cast in an uncontested election.
|
|
(6)
|
Withholding Campaigns. The Advisor will support proposals calling for shareholders to withhold votes for directors where such actions will advance the principles set forth in paragraphs (1) through (5) above.
|
|
(1)
|
Advisory Vote on Compensation. The Advisor believes there are more effective ways to convey concerns about compensation than through an advisory vote on compensation (such as voting against specific excessive incentive plans or withholding votes from compensation committee members). The Advisor will consider and vote on a case-by-case basis on say-on-pay proposals and will generally support management proposals unless specific concerns exist, including if the Advisor concludes that executive compensation is (i) misaligned with shareholder interests, (ii) unreasonable in amount, or (iii) not in the aggregate meaningfully tied to the company’s performance.
|
|
(2)
|
Frequency of Advisory Votes on Compensation. The Advisor generally supports the triennial option for the frequency of say-on-pay proposals, but will consider management recommendations for an alternative approach.
|
|
•
|
Provide for immediate vesting of all stock options in the event of a change of control of the company without reasonable safeguards against abuse (see "Anti-Takeover Proposals" below);
|
|
•
|
Reset outstanding stock options at a lower strike price unless accompanied by a corresponding and proportionate reduction in the number of shares designated. The Advisor will generally oppose adoption of stock option plans that explicitly or historically permit repricing of stock options, regardless of the number of shares reserved for issuance, since their effect is impossible to evaluate;
|
|
•
|
Establish restriction periods shorter than three years for restricted stock grants;
|
|
•
|
Do not reasonably associate awards to performance of the company; or
|
|
•
|
Are excessively dilutive to the company.
|
|
C.
|
Use of Proxy Advisory Services
|
|
D.
|
Monitoring Potential Conflicts of Interest
|
|
Name and Principal
Business Address*
|
Positions and Offices
With Underwriter
|
Positions and Offices
With Registrant
|
|
|
|
|
|
Name and Principal
Business Address*
|
Positions and Offices
With Underwriter
|
Positions and Offices
With Registrant
|
|
Joe Schultz
|
Director, President and Chief Executive Officer
|
none
|
|
|
|
|
|
Karen Heath-Wade
|
Director and Senior Vice President
|
none
|
|
|
|
|
|
Mark Najarian
|
Director and Senior Vice President
|
none
|
|
|
|
|
|
Gary P. Kostuke
|
Senior Vice President
|
none
|
|
|
|
|
|
Richard T. Luchinsky
|
Senior Vice President
|
none
|
|
|
|
|
|
Michael J. Raddie
|
Senior Vice President
|
none
|
|
|
|
|
|
Brian Schappert
|
Senior Vice President
|
none
|
|
|
|
|
|
Elizabeth A. Young
|
Chief Privacy Officer, Senior AML Officer and Vice President
|
none
|
|
|
|
|
|
Ward D. Stauffer
|
Secretary
|
Secretary
|
|
|
|
|
|
Charles A. Etherington
|
Assistant Secretary and
General Counsel
|
Senior Vice President and
General Counsel
|
|
|
|
|
|
Brian L. Brogan
|
Assistant Secretary
|
Assistant Vice President
|
|
|
|
|
|
Otis H. Cowan
|
Assistant Secretary
|
Assistant Vice President and
Assistant Secretary
|
|
|
|
|
|
Janet A. Nash
|
Assistant Secretary
|
none
|
|
|
|
|
|
David H. Reinmiller
|
Assistant Secretary
|
Vice President
|
|
|
|
|
|
Robert Allen
|
Vice President
|
none
|
|
|
|
|
|
Ryan Ander
|
Vice President
|
none
|
|
|
|
|
|
Matthew R. Beck
|
Vice President
|
none
|
|
|
|
|
|
Stacey L. Belford
|
Vice President
|
none
|
|
|
|
|
|
Michael Bell
|
Vice President
|
none
|
|
|
|
|
|
Bradley Bendle
|
Vice President
|
none
|
|
|
|
|
|
Stacy Bernstein
|
Vice President
|
none
|
|
|
|
|
|
Andrew M. Billingsley
|
Vice President
|
none
|
|
|
|
|
|
James D. Blythe
|
Vice President
|
none
|
|
|
|
|
|
Don Bonder
|
Vice President
|
none
|
|
|
|
|
|
Karyn Bostick
|
Vice President
|
none
|
|
|
|
|
|
Scott Boughton
|
Vice President
|
non
|
|
|
|
|
|
Emily Brockmeier
|
Vice President
|
none
|
|
|
|
|
|
Bruce W. Caldwell
|
Vice President
|
none
|
|
|
|
|
|
Name and Principal
Business Address*
|
Positions and Offices
With Underwriter
|
Positions and Offices
With Registrant
|
|
Justin Chilcote
|
Vice President
|
none
|
|
|
|
|
|
Alan D. Chingren
|
Vice President
|
none
|
|
|
|
|
|
Donell Chisolm
|
Vice President
|
none
|
|
|
|
|
|
Chatten Cowherd
|
Vice President
|
none
|
|
|
|
|
|
D. Alan Critchell, Jr.
|
Vice President
|
none
|
|
|
|
|
|
Jesse Daniels
|
Vice President
|
none
|
|
|
|
|
|
Terry Daugherty
|
Vice President
|
none
|
|
|
|
|
|
Mario Davila
|
Vice President
|
none
|
|
|
|
|
|
Mark Davis
|
Vice President
|
none
|
|
|
|
|
|
Shane Dawe
|
Vice President
|
none
|
|
|
|
|
|
Ellen DeNicola
|
Vice President
|
none
|
|
|
|
|
|
Glenn Dial
|
Vice President
|
none
|
|
|
|
|
|
David P. Donovan
|
Vice President
|
none
|
|
|
|
|
|
Gabriel Dorman
|
Vice President
|
none
|
|
|
|
|
|
Ryan C. Dreier
|
Vice President
|
none
|
|
|
|
|
|
Devon Drew
|
Vice President
|
none
|
|
|
|
|
|
Megan Ekleberry
|
Vice President
|
none
|
|
|
|
|
|
Kevin G. Eknaian
|
Vice President
|
none
|
|
|
|
|
|
Sean Ensminger
|
Vice President
|
none
|
|
|
|
|
|
Gregg Erdman
|
Vice President
|
none
|
|
|
|
|
|
Christopher Van Evans
|
Vice President
|
none
|
|
|
|
|
|
Jill A. Farrell
|
Vice President
|
none
|
|
|
|
|
|
Peter Foley
|
Vice President
|
none
|
|
|
|
|
|
Samuel Foley
|
Vice President
|
none
|
|
|
|
|
|
Nathan Freeman
|
Vice President
|
none
|
|
|
|
|
|
Michael C. Galkoski
|
Vice President
|
none
|
|
|
|
|
|
Diane Gallagher
|
Vice President
|
none
|
|
|
|
|
|
Glenn Godin
|
Vice President
|
none
|
|
|
|
|
|
Stephen Gongola
|
Vice President
|
none
|
|
|
|
|
|
Wendy Goodyear
|
Vice President
|
none
|
|
|
|
|
|
Timothy R. Guay
|
Vice President
|
none
|
|
|
|
|
|
Name and Principal
Business Address*
|
Positions and Offices
With Underwriter
|
Positions and Offices
With Registrant
|
|
Brett G. Hart
|
Vice President
|
none
|
|
|
|
|
|
Juliana Hastings
|
Vice President
|
none
|
|
|
|
|
|
Tom Horning
|
Vice President
|
none
|
|
|
|
|
|
Robert O. Houston
|
Vice President
|
none
|
|
|
|
|
|
Jennifer Ison
|
Vice President
|
none
|
|
|
|
|
|
Christopher T. Jackson
|
Vice President
|
none
|
|
|
|
|
|
Michael A. Jackson
|
Vice President
|
none
|
|
|
|
|
|
Delia Kiely
|
Vice President
|
none
|
|
|
|
|
|
Matthew S. Kives
|
Vice President
|
none
|
|
|
|
|
|
Matthew Kobata
|
Vice President
|
none
|
|
|
|
|
|
Joshua Kurtz
|
Vice President
|
none
|
|
|
|
|
|
Kyle Langan
|
Vice President
|
none
|
|
|
|
|
|
Jeffrey Leone
|
Vice President
|
none
|
|
|
|
|
|
Dennis Logan
|
Vice President
|
none
|
|
|
|
|
|
Brian Mayfield
|
Vice President
|
none
|
|
|
|
|
|
Thomas C. McCarthy
|
Vice President
|
none
|
|
|
|
|
|
Walter McGhee
|
Vice President
|
none
|
|
|
|
|
|
Alastair McKibbin
|
Vice President
|
none
|
|
|
|
|
|
Tod McMichael
|
Vice President
|
none
|
|
|
|
|
|
Ariella Menegon
|
Vice President
|
none
|
|
|
|
|
|
Marek Michejada
|
Vice President
|
none
|
|
|
|
|
|
Christopher M. Monachino
|
Vice President
|
none
|
|
|
|
|
|
Theodore Moran
|
Vice President
|
none
|
|
|
|
|
|
Nate Morris
|
Vice President
|
none
|
|
|
|
|
|
Susan M. Morris
|
Vice President
|
none
|
|
|
|
|
|
Michael Nelligan
|
Vice President
|
none
|
|
|
|
|
|
Andrew Nepomuceno
|
Vice President
|
none
|
|
|
|
|
|
Kelly A. Ness
|
Vice President
|
none
|
|
|
|
|
|
John E. O’Connor
|
Vice President
|
none
|
|
|
|
|
|
Brad O’Neill
|
Vice President
|
none
|
|
|
|
|
|
Scott Pawlich
|
Vice President
|
none
|
|
Name and Principal
Business Address*
|
Positions and Offices
With Underwriter
|
Positions and Offices
With Registrant
|
|
|
|
|
|
Christy A. Poe
|
Vice President
|
none
|
|
|
|
|
|
Nathan Proctor
|
Vice President
|
none
|
|
|
|
|
|
William Rader
|
Vice President
|
none
|
|
|
|
|
|
Blake Reardon
|
Vice President
|
none
|
|
|
|
|
|
Cheryl Redline
|
Vice President and Treasurer
|
none
|
|
|
|
|
|
Gerald M. Rossi
|
Vice President
|
none
|
|
|
|
|
|
Erik Schneberger
|
Vice President
|
none
|
|
|
|
|
|
Michael Schoonmaker
|
Vice President
|
none
|
|
|
|
|
|
Brian Schweisberger
|
Vice President
|
none
|
|
|
|
|
|
Matthew Sennet
|
Vice President
|
none
|
|
|
|
|
|
Paul Shahrokhi
|
Vice President
|
none
|
|
|
|
|
|
Tracey L. Shank
|
Vice President
|
none
|
|
|
|
|
|
Amy D. Shelton
|
Vice President and Chief Compliance Officer
|
Vice President and Chief Compliance Officer
|
|
|
|
|
|
Steven Silverman
|
Vice President
|
none
|
|
|
|
|
|
Richard Smith
|
Vice President
|
none
|
|
|
|
|
|
Debra K. Stalnaker
|
Vice President
|
none
|
|
|
|
|
|
Michael T. Sullivan
|
Vice President
|
none
|
|
|
|
|
|
Adam Tabor
|
Vice President
|
none
|
|
|
|
|
|
Lindsey Thompson
|
Vice President
|
none
|
|
|
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Francis Tighe
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Vice President
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none
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Tina Ussery-Franklin
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Vice President
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none
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Ryan VanSickle
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Vice President
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none
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Sean Walker
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Vice President
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none
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Todd Williams
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Vice President
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none
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Justin Wingate
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Vice President
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none
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John Brereton Young
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Vice President
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none
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EXHIBIT
NUMBER
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DESCRIPTION OF DOCUMENT
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EXHIBIT (b)
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Amended and Restated Bylaws, dated June 19, 2019
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EXHIBIT (j)
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, dated January 27, 2020.
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(a)
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The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.
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(b)
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The record date for determining shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action by the Board of Trustees has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Trustees has been taken, shall be at the close of business on the day on which the Board of Trustees adopts the resolution relating to that action.
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(a)
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Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
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(b)
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Receive votes, ballots or consents;
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(c)
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Hear and determine all challenges and questions in any way arising in connection with the right to vote;
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(d)
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Count and tabulate all votes or consents;
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(e)
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Determine when the polls shall close;
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(f)
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Determine the result; and
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(g)
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Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
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(a)
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the approval of any action which under applicable law also requires shareholders' approval or approval of the outstanding shares, or requires approval by a majority of the entire Board or certain members of said Board;
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(b)
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the filling of vacancies on the Board of Trustees or in any committee;
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(c)
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the fixing of compensation of the trustees for serving on the Board of Trustees or on any committee;
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(d)
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the amendment or repeal of the Declaration of Trust or of the Bylaws or the adoption of new Bylaws;
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(e)
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the amendment or repeal of any resolution of the Board of Trustees which by its express terms is not so amendable or repealable; or
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(f)
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the appointment of any other committees of the Board of Trustees or the members of these committees.
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(a)
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there is a final decision on the merits by a court or other body before whom the Proceeding was brought that the Indemnitee was not liable by reason of Disabling Conduct; or
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(b)
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in the absence of such decision, the trustees, based upon a review of the facts, forms a reasonable belief that the Indemnitee was not liable by reason of Disabling Conduct, which reasonable belief may be formed:
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(i)
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by the vote of a majority of a quorum of trustees who are neither “interested persons” of the Trust as defined in Article 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or
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(ii)
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based on a written opinion of independent legal counsel.
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(a)
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obtains assurances that the advance will be repaid by (A) the Trust receiving collateral from the Indemnitee for his undertaking or (B) the Trust obtaining insurance against losses arising by reason of any lawful advances; or
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(b)
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has a reasonable belief that the Indemnitee has not engaged in Disabling Conduct and will ultimately be found entitled to indemnification, which reasonable belief may be formed:
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(i)
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by a majority of a quorum of trustees who are neither “interested persons” of the Trust as defined in Article 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or
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(ii)
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based upon a written opinion of an independent legal counsel that in turn is based on counsel’s review of readily available facts (which review shall not require a full trial-type inquiry).
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