DISTRIBUTION AGREEMENT
EXHIBIT (e)
THIS DISTRIBUTION AGREEMENT is
effective as of the 16th day
of February, 2010, by and between AMERICAN CENTURY VARIABLE PORTFOLIOS,
INC., a Maryland corporation (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 (the “1940 Act”),
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
registered as a broker-dealer with the SEC under the Securities Exchange Act of
1934 and is a member of the Financial Industry Regulatory
Authority;
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; and
WHEREAS, the Boards of
Directors 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:
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Section
1.
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General
Responsibilities
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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 offering price of such shares, consisting of the net asset
value per share (“Net Asset Value”) plus any applicable load, 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 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.
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Section
2.
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Compensation
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a. Class I and Class III
Shares. Distributor shall not be entitled to compensation for
its services hereunder with respect to the Class I and Class III classes of
shares.
b. Class II and Class IV
Shares. With respect to each of the Class II and Class IV
classes of shares of each Fund, as applicable, the 12b-1 fees to which
Distributor is entitled under each Master Distribution and Shareholder Services
Plan (each a “12b-1 Plan”) for such classes shall be paid to the Advisor, as
Distributor’s paying agent, for payment of Distributor’s contractual obligations
to third party intermediaries for distribution of Fund shares.
Section
3. Expenses
a. Distributor,
or one or more of its affiliates or designees, shall pay all expenses
2
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, directors and representatives under
applicable federal and state laws.
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Section
4.
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Independent
Contractor
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Distributor
shall be an independent contractor. Neither Distributor nor any of
its officers, directors, 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.
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Section
5.
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Affiliation
with the Funds
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Subject
to and in accordance with each Fund’s formative documents and Section 10 of the
1940 Act, it is understood: that the directors, officers, agents and
shareholders of the Funds are or may be interested in Distributor as directors,
officers, or shareholders of Distributor; that directors, officers, agents or
shareholders of Distributor are or may be interested in the Funds as directors,
officers, shareholders (directly or indirectly) or otherwise; and that the
effect of any such interest shall be governed by the 1940 Act and Section 4 of this
Agreement.
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Section
6.
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Books
and Records
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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.
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Section
7.
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Services
Not Exclusive
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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.
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Section
8.
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Renewal
and Termination
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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.
Section
9. Severability
4
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.
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Section
10.
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Applicable
Law
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This
Agreement shall be construed in accordance with the laws of the State of
Missouri.
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Section
11.
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Amendment
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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.
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AMERICAN
CENTURY INVESTMENT SERVICES, INC.
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By: /s/ Xxxxx
X. Xxxxxxxx
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Xxxxx X.
Xxxxxxxx
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President
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AMERICAN
CENTURY VARIABLE PORTFOLIOS, INC.
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By: /s/ Xxxxxxx
X.
Xxxxxxxxxxx
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Xxxxxxx X.
Xxxxxxxxxxx
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Senior Vice
President
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5
SCHEDULE
A
Funds
and Classes Covered by this Distribution Agreement
AMERICAN
CENTURY VARIABLE PORTFOLIOS, INC.
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Class I
Funds
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VP
Balanced Fund
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VP
Capital Appreciation Fund
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VP
Income & Growth Fund
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VP
International Fund
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VP
Large Company Value Fund
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VP
Mid Cap Value Fund
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VP
Ultra Fund
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VP
Value Fund
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VP
Vista Fund
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Class II
Funds
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VP
Income & Growth Fund
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VP
International Fund
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VP
Large Company Value Fund
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VP
Mid Cap Value Fund
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VP
Ultra Fund
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VP
Value Fund
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VP
Vista Fund
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Class III
Funds
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VP
Income & Growth Fund
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VP
International Fund
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VP
Ultra Fund
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VP
Value Fund
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Class IV
Funds
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VP
International Fund
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