EXHIBIT (e)
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made and entered into this 1st day of
August, 2007, by and between AMERICAN CENTURY VARIABLE PORTFIOLIOS II, INC., a
Maryland corporation (the "Issuer"), and AMERICAN CENTURY INVESTMENT SERVICES,
INC. ("Distributor"), a Delaware corporation.
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 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:
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.
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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, directors and representatives under
applicable federal and state laws.
SECTION 4. INDEPENDENT CONTRACTOR
Distributor shall be an independent contractor. Neither Distributor nor any of
its officers, trustees, employees or representatives is or shall be an employee
of a Fund in connection with the performance of Distributor's duties hereunder.
Distributor shall be responsible for its own conduct and the employment,
control, compensation and conduct of its agents and employees, and for any
injury to such agents or employees or to others through its agents and
employees. Any obligations of Distributor hereunder may be performed by one or
more of the Distributor's affiliates or designees.
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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 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.
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.
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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/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
Senior Vice President
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Senior Vice President
SCHEDULE A
FUNDS AND CLASSES COVERED BY THIS DISTRIBUTION AGREEMENT
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
Class I Funds Date of Agreement
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VP Inflation Protection Fund December 31, 2002
Class II Funds Date of Agreement
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VP Inflation Protection Fund December 31, 2002
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