EX-99.E1 16 ex-distributionagmt.htm AMENDED/RESTATED DISTRIBUTION AGREEMENT AMENDED RESTATED DISTRIBUTION AGREEMENT
                                                                  EXHIBIT (e)(1)


                   AMENDED AND RESTATED DISTRIBUTION AGREEMENT

     THIS  DISTRIBUTION  AGREEMENT  is made  and  entered  into  this 4th day of
September,   2007,  by  and  between  AMERICAN  CENTURY   INVESTMENT   TRUST,  a
Massachusetts  business trust (the "Issuer"),  and AMERICAN  CENTURY  INVESTMENT
SERVICES, INC., a Delaware corporation ("Distributor").

     WHEREAS,  the Issuer is an investment  company  registered as such with the
Securities and Exchange  Commission  ("SEC") under the Investment Company Act of
1940,  whose common stock is currently  divided into a number of separate series
of shares, each corresponding to a distinct portfolio of securities, and many of
which are also divided into multiple classes of shares;

     WHEREAS,  Distributor is a registered as a broker-dealer with the SEC under
the Securities Exchange Act of 1934 and is a member of the National  Association
of Securities Dealers, Inc.;

     WHEREAS,  the Issuer has entered into an  investment  management  agreement
with American  Century  Investment  Management,  Inc.,  American  Century Global
Investment  Management,  Inc.  (each  referred  to herein as the  "Advisor,"  as
applicable),  or both for the provision of investment  advisory  services by the
Advisor to the Issuer;

     WHEREAS,  the Boards of  Trustees  of the Issuer  (the  "Board")  wishes to
engage the  Distributor to act as the distributor of the shares of each class of
the  Issuer's  separate  series,  and any other  series  and  classes  as may be
designated  from time to time hereafter (the  "Funds"),  in accordance  with the
terms of this Agreement.

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
the parties agree as follows:

SECTION 1. GENERAL RESPONSIBILITIES

Issuer hereby engages Distributor to act as exclusive  distributor of the shares
of each class of the Funds.  The Funds subject to this  Agreement as of the date
hereof are  identified  on SCHEDULE A, which may be amended from time to time in
accordance with SECTION 11 below. 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 Fund,  and will receive by mail,
telex, telephone, or such other method as may be agreed upon between Distributor
and Issuer,  orders for the purchase of Fund  shares,  and will accept or reject
such  orders on  behalf of the Fund in  accordance  with the  provisions  of the
applicable Fund's prospectus.  Distributor will be available to transmit orders,
as promptly as possible  after it accepts  such orders,  to the Fund's  transfer
agent  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 one or
more of its  affiliates  or  designees.  Each Fund shall  determine and promptly
furnish to  Distributor  a statement of the Net Asset Value of each class of the
Fund's  shares  at least  once each day that 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 authorize  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
promulgated  thereunder.  Distributor shall furnish applicable federal and state
regulatory  authorities  with any information or reports related to its services
under this  Agreement  that such  authorities  may lawfully  request in order to
ascertain  whether  the  Funds'  operations  are  being  conducted  in a  manner
consistent with any applicable law or regulations.

     d.  ACCEPTANCE.  All orders for the  purchase  of its shares are subject to
acceptance by each Fund.

SECTION 2. COMPENSATION

     a. INVESTOR CLASS AND INSTITUTIONAL CLASS OF SHARES.  Distributor shall not
be entitled to  compensation  for its  services  hereunder  with  respect to the
Investor Class and Institutional Class of shares.

     B. ADVISOR CLASS, A CLASS, B CLASS, C CLASS, AND R CLASS OF SHARES. For the
services  provided  and  expenses  incurred by  Distributor  as described in the
Master  Distribution  and  Shareholder  Services  Plan adopted by the Board with
respect  to the  Advisor  Class,  and the  Master  Distribution  and  Individual
Shareholder Services Plan with respect to each of the A Class, B Class, C Class,
and R Class of each Fund (the "12b-1 Plan"), as applicable, Distributor shall be
compensated by the Fund's Advisor, not by the Fund.



                                       2



SECTION 3. EXPENSES

     a.  Distributor,  or one or more of its affiliates or designees,  shall pay
all  expenses  incurred  by  it  in  connection  with  the  performance  of  its
distribution duties hereunder and under the 12b-1 Plan for each applicable class
offered by a Fund that is subject to a 12b-1 Plan (the "Class"),  including, but
not limited to (A) payment of asset-based sales charges,  including  commission,
ongoing   commissions  and  other  payments  to  brokers,   dealers,   financial
institutions or others who sell the Class shares pursuant to Selling Agreements;
(B) compensation to registered representatives or other employees of Distributor
who engage in or support  distribution of the Class shares; (C) compensation to,
and expenses (including  overhead and telephone  expenses) of, Distributor;  (D)
printing of prospectuses,  statements of additional  information and reports for
other than existing shareholders; (E) preparation,  printing and distribution of
sales literature and advertising  materials provided to the Fund's  shareholders
and prospective  shareholders;  (F) receiving and answering  correspondence from
prospective  shareholders,  including distributing  prospectuses,  statements of
additional information, and shareholder reports; (G) the provision 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 provision of other reasonable  assistance in
connection with the  distribution of Fund shares;  (K) organizing and conducting
of sales  seminars and  payments in the form of  transactional  compensation  or
promotional  incentives;  (L) profit on the  foregoing;  (M) payment of "service
fees",  as  contemplated  by the Rule 2830 of the Conduct  Rules of the National
Association of Securities  Dealers,  Inc.; and (N) such other  distribution  and
services  activities  as the  Issuer  determines  may be paid for by the  Issuer
pursuant to the terms of this Agreement and in accordance with Rule 12b-1 of the
1940 Act.

     b. In addition  to paying the above  expenses  with  respect to each Class,
Distributor,  or one or more  of its  affiliates  or  designees,  shall  pay all
expenses  incurred  with respect to the other classes of each Fund 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
appropriate  Advisor,  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, trustees 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 of the Distributor's affiliates or designees.



                                       3



SECTION 5. AFFILIATION WITH THE FUNDS

Subject to and in accordance with each Fund's formative documents and Section 10
of the 1940 Act,  it is  understood:  that the  trustees,  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 trustees,
officers,  shareholders  (directly or  indirectly)  or  otherwise;  and that the
effect of any such  interest  shall be governed by the 1940 Act and SECTION 4 of
this Agreement.

SECTION 6. BOOKS AND RECORDS

The parties hereto  understand and agree 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 those  members of the Board 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 SCHEDULE A of this Agreement.

     b.  TERMINATION.  This  Agreement may be  terminated  at any time,  without
payment  of  any  penalty,  by  the  Board  upon  60  days'  written  notice  to
Distributor, and by Distributor upon 60 days' written notice to the Issuer. 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.



                                       4



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 SCHEDULE A 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
indicates by resolution that Distributor is to serve as the distributor of a new
series of shares of the  Issuer  (a "New  Fund")  pursuant  to the terms of this
Agreement,  whether such New Fund was 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 Fund and the  distribution  of the
shares  of such  new fund  shall  thereafter  be  covered  by the  terms of this
Agreement.  In the event that such New Fund issues  multiple  classes of shares,
SCHEDULE A hereto shall be amended,  as appropriate,  to reflect the addition of
each such  class of the New  Fund's  shares.  In the event that any of the Funds
listed on SCHEDULE A terminates its  registration as an investment  company,  or
otherwise ceases operations, SCHEDULE A shall be amended to reflect the deletion
of such Fund and all of its classes.

                                    AMERICAN CENTURY INVESTMENT SERVICES, INC.



                                    By: /s/  Jon W. Zindel
                                        ----------------------------------------
                                        Jon W. Zindel
                                        Senior Vice President

                                    AMERICAN CENTURY INVESTMENT TRUST


                                    By: /s/  Charles A. Etherington
                                        ----------------------------------------
                                        Charles A. Etherington
                                        Senior Vice President



                                       5





                                   SCHEDULE A

            FUNDS AND CLASSES COVERED BY THIS DISTRIBUTION AGREEMENT

                        AMERICAN CENTURY INVESTMENT TRUST

INVESTOR CLASS FUNDS                               DATE OF AGREEMENT
--------------------                               -----------------

Prime Money Market Fund                            March 13, 2000
Diversified Bond Fund                              August 1, 2001
Premium Money Market Fund                          August 1, 2001
High-Yield Fund                                    July 1, 2002
Inflation Protection Bond Fund                     May 1, 2005
Select Bond Fund                                   March 30, 2006
High-Yield Bond Fund                               March 30, 2006
Short Duration Fund                                November 29, 2006
Core Plus Fund                                     November 29, 2006


INSTITUTIONAL CLASS FUNDS                          DATE OF AGREEMENT
-------------------------                          -----------------

Diversified Bond Fund                              August 1, 2001
High-Yield Fund                                    August 1, 2004
Inflation Protection Bond Fund                     May 1, 2005
Select Bond Fund                                   March 30, 2006
High-Yield Bond Fund                               March 30, 2006
NT Diversified Bond Fund                           April 28, 2006
Short Duration Fund                                November 29, 2006
Core Plus Fund                                     November 29, 2006


A CLASS FUNDS                                      DATE OF AGREEMENT
-------------                                      -----------------

Prime Money Market Fund                            March 13, 2000
Diversified Bond Fund                              August 1, 2001
High-Yield Fund                                    July 1, 2002
Inflation Protection Bond Fund                     May 1, 2005
Select Bond Fund                                   March 30, 2006
High-Yield Bond Fund                               March 30, 2006
Short Duration Fund                                November 29, 2006
Core Plus Fund                                     November 29, 2006


B CLASS FUNDS                                      DATE OF AGREEMENT
-------------                                      -----------------

Prime Money Market Fund                            September 3, 2002
Diversified Bond Fund                              September 3, 2002
High-Yield Fund                                    September 3, 2002
Inflation Protection Bond Fund                     May 1, 2005
Select Bond Fund                                   March 30, 2006
High-Yield Bond Fund                               March 30, 2006
Short Duration Fund                                November 29, 2006
Core Plus Fund                                     November 29, 2006



                                                                        page A-1



C CLASS FUNDS                                      DATE OF AGREEMENT
-------------                                      -----------------

Prime Money Market Fund                            May 1, 2001
High-Yield Fund                                    July 1, 2002
Diversified Bond Fund                              September 3, 2002
Inflation Protection Bond Fund                     May 1, 2005
Select Bond Fund                                   March 30, 2006
High-Yield Bond Fund                               March 30, 2006
Short Duration Fund                                November 29, 2006
Core Plus Fund                                     November 29, 2006


R CLASS FUNDS                                      DATE OF AGREEMENT
-------------                                      -----------------

Inflation Protection Bond Fund                     May 1, 2005
Diversified Bond Fund                              July 29, 2005
High-Yield Fund                                    July 29, 2005
Select Bond Fund                                   March 30, 2006
High-Yield Bond Fund                               March 30, 2006
Short Duration Fund                                November 29, 2006
Core Plus Fund                                     November 29, 2006




                                                                        page A-2