EXHIBIT (h)(1)
AMENDED AND RESTATED
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT, made as of August 1, 2007, by and between AMERICAN CENTURY
VARIABLE PORTFOLIOS, INC., a Maryland corporation ("ACVP"), and AMERICAN CENTURY
SERVICES, LLC, a Missouri limited liability company ("Services").
1. By action of its Board of Directors, ACVP appointed Services as its
transfer agent, and Services accepted such appointment.
2. As transfer agent for ACVP, Services shall perform all the functions
usually performed by transfer agents of investment companies, in accordance with
the policies and practices of ACVP as disclosed in its prospectus or otherwise
communicated to Services from time to time, including, but not limited to, the
following:
(a) Recording the ownership, transfer, conversion and cancellation of
ownership of shares of ACVP on the books of ACVP;
(b) Causing the issuance, transfer, conversion and cancellation of stock
certificates of ACVP;
(c) Establishing and maintaining records of accounts;
(d) Computing and causing to be prepared and mailed or otherwise delivered
to shareholders payment of redemption proceeds due from ACVP on
redemption of shares and notices of reinvestment in additional shares
of dividends, stock dividends or stock splits declared by ACVP on
shares of ACVP;
(e) Furnishing to shareholders such information as may be reasonably
required by ACVP, including confirmation of shareholder transactions
and appropriate income tax information;
(f) Addressing and mailing to shareholders prospectuses, annual and
semiannual reports; addressing and mailing proxy materials for
shareholder meetings prepared by or on behalf of ACVP, and tabulating
the proxy votes;
(g) Replacing allegedly lost, stolen or destroyed stock certificates in
accordance with and subject to usual and customary procedures and
conditions;
(h) Maintaining such books and records relating to transactions effected
by Services pursuant to this Agreement as are required by the
Investment Company Act of 1940, or by rules or regulations thereunder,
or by any other applicable provisions of law, to be maintained by ACVP
or its transfer agent with respect to such transactions; preserving,
or causing to be preserved, any such books and records
for such periods as may be required by any such law, rule or
regulation; furnishing ACVP such information as to such transactions
and at such times as may be reasonably required by it to comply with
applicable laws and regulations, including but not limited to the laws
of the several states of the United States;
(i) Dealing with and answering all correspondence from or on behalf of
shareholders relating to its functions under this Agreement.
3. ACVP may perform on site inspection of records and accounts and perform
audits directly pertaining to ACVP shareholder accounts serviced by Services
hereunder at Services' facilities in accordance with reasonable procedures at
the frequency necessary to show proper administration of this agreement and the
proper audit of ACVP's financial statements. Services will cooperate with ACVP's
auditors and the representatives of appropriate regulatory agencies and furnish
all reasonably requested records and data.
4. (a) Services will at all times exercise due diligence and good faith in
performing its duties hereunder. Services will make every reasonable effort and
take all reasonably available measures to assure the adequacy of its personnel
and facilities as well as the accurate performance of all services to be
performed by it hereunder within the time requirements of any applicable
statutes, rules or regulations or as disclosed in ACVP's prospectus.
(b) Services shall not be responsible for, and ACVP agrees to indemnify
Services for, any losses, damages or expenses (including reasonable counsel fees
and expenses) (a) resulting from any claim, demand, action or suit not resulting
from Services failure to exercise good faith or due diligence and arising out of
or in connection with Services' duties on behalf of the fund hereunder; (b) for
any delay, error, or omission by reason or circumstance beyond its control,
including acts of civil or military authority, national emergencies, labor
difficulties (except with response to Services employees), fire, mechanical
breakdowns beyond its control, flood or catastrophe, act of God, insurrection,
war, riot or failure beyond its control of transportation, communication or
power supply; or (c) for any action taken or omitted to be taken by Services in
good faith in reliance on (i) the authenticity of any instrument or
communication reasonably believed by it to be genuine and to have been properly
made and signed or endorsed by an appropriate person, or (ii) the accuracy of
any records or information provided to it by ACVP, or (iii) any authorization or
instruction contained in any officers' instruction, or (iv) any advice of
counsel approved by ACVP who may be internally employed counsel or outside
counsel, in either case for ACVP or Services.
5. Services shall not look to ACVP for compensation for its services
described herein. It shall be compensated entirely by American Century
Investment Management, Inc. or American Century Global Investment Management,
Inc., as applicable (the "Advisor"), pursuant to the management agreement
between Advisor and ACVP, which requires Advisor to pay, with certain
exceptions, all of the expenses of ACVP.
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6. (a) This Agreement may be terminated by either party at any time without
penalty upon giving the other party 60 days' written notice (which notice may be
waived by either party).
(b) Upon termination, Services will deliver to ACVP all microfilm records
pertaining to shareholder accounts of ACVP, and all records of shareholder
accounts in machine readable form in the format in which they are maintained by
Services.
(c) All data processing programs used by Services in connection with the
performance of its duties under this Agreement are the sole and exclusive
property of Services, and after the termination of this Agreement, ACVP shall
have no right to use the same.
IN WITNESS WHEREOF, the parties have executed this instrument as of the day
and year first above written.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Senior Vice President
AMERICAN CENTURY SERVICES, LLC
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Vice President
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