AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENT is made as of the 24th
day of May, 2001, by and between each of the open end management investment
companies listed on Schedule A, attached hereto, as of the dates noted on such
Schedule A, together with all other open end management investment companies
subsequently established and made subject to this Agreement in accordance with
Section 11 (the "Issuers") and American Century Investment Services, Inc.
("Distributor"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Distribution Agreement.
RECITALS
WHEREAS, the Issuers and Distributor are parties to a certain
Distribution Agreement dated March 13, 2000, as amended by Amendment No. 1 dated
June 1, 2000, Amendment No. 2 dated November 20, 2000, Amendment No. 3 dated
March 1, 2001 and Amendment No. 4 dated April 30, 2001 (the "Distribution
Agreement"); and
WHEREAS, the Board of Directors of American Century Variable
Portfolios, Inc. ("ACVP") has adopted a Multiple Class Plan that permits the
issuance of a new class of shares; and
WHEREAS, ACVP has authorized the issuance of the new class of shares
for four of its funds (the "Class II Funds") and the filing of a registration
statement for such funds; and
WHEREAS, the parties desire to amend the Distribution Agreement to
permit Distributor to act as distributor for the Class II Funds.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. The Distribution Agreement is hereby amended to cover and
include the new Class II Funds.
2. The following is added as a new Section 2.d. to the
Distribution Agreement:
"d. Class II Shares. For the services provided and expenses
incurred by Distributor as described in Section 2 of the
Master Distribution Plan adopted by the Board with respect to
the Class II Funds, Distributor shall be compensated by ACIM,
not by the funds."
3. The following is added as a new Section 3.d. to the
Distribution Agreement:
"d. Distributor or one 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
Master Distribution Plan, dated as of May 18, 2001, with
respect to the Class II Funds, including, but not limited to
(A) payment of sales commission, ongoing commissions and other
payments to brokers, dealers, financial institutions or others
who sell Class II Funds pursuant to Selling Agreements; (B)
compensation to registered representatives or other employees
of Distributor who engage in or support distribution of the
Class II Funds' shares; (C) compensation to, and expenses
(including overhead and telephone expenses) of, Distributor;
(D) the printing of prospectuses, statements of additional
information and reports for other than existing shareholders;
(E) the preparation, printing and distribution of sales
literature and advertising materials provided to the Class II
Funds' shareholders and prospective shareholders; (F)
receiving and answering correspondence from prospective
shareholders, including distributing prospectuses, statements
of additional information, and shareholder reports; (G) the
providing of facilities to answer questions from prospective
investors about Class II Fund shares; (H) complying with
federal and state securities laws pertaining to the sale of
Class II Fund shares; (I) assisting investors in completing
application forms and selecting dividend and other account
options; (J) the providing of other reasonable assistance in
connection with the distribution of Class II Fund shares; (K)
the organizing and conducting of sales seminars and payments
in the form of transactional compensation or promotional
incentives; (L) profit on the foregoing; (M) the payment of
"service fees", as contemplated by the Rules of Fair Practice
of the National Association of Securities Dealers, Inc.; and
(N) such other distribution and services activities as the
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."
4. Section 3.d. of the Distribution Agreement is hereby
renumbered as Section 3.e., and the first phrase is restated
as follows:
"In addition to paying the above expenses with respect to the
Advisor Class, Service Class, C Class and Class II shares, . .
. ."
5. Section 11 of the Distribution Agreement is hereby amended by adding
a reference to "SCHEDULE G" to the lists of schedules that can and should be
amended when a new Class II Fund is added to this Agreement. SCHEDULE G, the
list of Class II Funds attached hereto, is hereby incorporated into the
Distribution Agreement.
6. After the date hereof, all references to the Distribution Agreement
shall be deemed to mean the Distribution Agreement, as amended to-date and as
amended by this Amendment No. 5.
7. In the event of a conflict between the terms of this Amendment No. 5
and the Distribution Agreement, as amended, it is the intention of the parties
that the terms of this Amendment No. 5 shall control and the Distribution
Agreement shall be interpreted on that basis. To the extent the provisions of
the Distribution Agreement have not been amended by this Amendment No. 5, the
parties hereby confirm and ratify the Distribution Agreement.
8. This Amendment No. 5 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 5
as of the date first above written.
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By:/*/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY PREMIUM RESERVES, INC.
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY STRATEGIC ASSET
ALLOCATIONS, INC.
AMERICAN CENTURY TARGET MATURITIES TRUST
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
By:/*/Xxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
SCHEDULE G
Class II Funds
Fund Date of Agreement
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>> VP International Fund May 24, 2001
>> VP Income & Growth Fund May 24, 2001
>> VP Value Fund May 24, 2001
>> VP Ultra Fund May 24, 2001
