EXHIBIT 99.d2
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as of
the 29th day of July, 2005, by and between AMERICAN CENTURY VARIABLE PORTFOLIOS,
INC., a Maryland corporation (hereinafter called the "Company"), and AMERICAN
CENTURY GLOBAL INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter
called the "Investment Manager").
WHEREAS, the Investment Manager is a wholly-owned subsidiary of American
Century Investment Management, Inc. ("ACIM") and is registered as an investment
advisor with the Securities and Exchange Commission; and
WHEREAS, ACIM, pursuant to that certain management agreement dated November
17, 2004, by and between ACIM and the Company (the "Former Management
Agreement"), served as the investment manager for each class of each series of
shares of the Company until January 1, 2005; and
WHEREAS, ACIM assigned the Former Management Agreement, as it relates to
certain series of shares of the Company, to the Investment Manager pursuant to
that certain Assignment and Assumption Agreement dated January 1, 2005, by and
among the Company, ACIM and the Investment Manger (the "Assignment"); and
WHEREAS, the Assignment did not result in (a) a change of actual control or
management of the investment adviser to the Funds, (b) a material change in the
nature or the level of actual investment advisory and administrative services
provided to the Funds, (c) a change in the investment management personnel who
manage the Funds, and, therefore, was not an assignment for purposes of section
15(a)(4) of the Investment Company Act of 1940; and
WHEREAS, the parties hereto now desire to amend and restate the Agreement
to reflect the Assignment.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. INVESTMENT MANAGEMENT SERVICES. The Investment Manager shall supervise the
investments of each class of each series of shares of the Company
contemplated as of the date hereof, and each class of each subsequent
series of shares as the Company shall select the Investment Manager to
manage. In such capacity, the Investment Manager shall either directly, or
through the utilization of others as contemplated by Section 7 below,
maintain a continuous investment program for each series, determine what
securities shall be purchased or sold by each series, secure and evaluate
such information as it deems proper and take whatever action is necessary
or convenient to perform its functions, including the placing of purchase
and sale orders. In performing its duties hereunder, the Investment Manager
will manage the portfolio of all classes of shares of a particular series
as a single portfolio.
2. COMPLIANCE WITH LAWS. All functions undertaken by the Investment Manager
hereunder shall at all times conform to, and be in accordance with, any
requirements imposed by:
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AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
(a) the Investment Company Act and any rules and regulations promulgated
thereunder;
(b) any other applicable provisions of law;
(c) the Articles of Incorporation of the Company as amended from time to
time;
(d) the Bylaws of the Company as amended from time to time;
(e) the Multiple Class Plan; and
(f) the registration statement(s) of the Company, as amended from time to
time, filed under the Securities Act of 1933 and the Investment
Company Act.
3. BOARD SUPERVISION. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of the
Board of Directors of the Company, its executive committee, or any
committee or officers of the Company acting under the authority of the
Board of Directors.
4. PAYMENT OF EXPENSES. The Investment Manager will pay all of the expenses of
each class of each series of the Company's shares that it shall manage
other than interest, taxes, brokerage commissions, extraordinary expenses,
the fees and expenses of those directors who are not "interested persons"
as defined in the Investment Company Act (hereinafter referred to as the
"Independent Directors") (including counsel fees), and expenses incurred in
connection with the provision of shareholder services and distribution
services under a plan adopted pursuant to Rule 12b-1 under the Investment
Company Act. The Investment Manager will provide the Company with all
physical facilities and personnel required to carry on the business of each
class of each series of the Company's shares that it shall manage,
including but not limited to office space, office furniture, fixtures and
equipment, office supplies, computer hardware and software and salaried and
hourly paid personnel. The Investment Manager may at its expense employ
others to provide all or any part of such facilities and personnel.
5. ACCOUNT FEES. The Company, by resolution of the Board of Directors,
including a majority of the Independent Directors, may from time to time
authorize the imposition of a fee as a direct charge against shareholder
accounts of any class of one or more of the series, such fee to be retained
by the Company or to be paid to the Investment Manager to defray expenses
which would otherwise be paid by the Investment Manager in accordance with
the provisions of paragraph 4 of this Agreement. At least sixty days prior
written notice of the intent to impose such fee must be given to the
shareholders of the affected class and series.
6. MANAGEMENT FEES.
(a) In consideration of the services provided by the Investment Manager,
each class of each series of shares of the Company managed by the
Investment Manager shall pay to the Investment Manager a management
fee that is calculated as described in this Section 6 using the fee
schedules set forth on Schedule A.
(b) DEFINITIONS
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AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
(1) An "INVESTMENT TEAM" is the Portfolio Managers that the
Investment Manager has designated to manage a given portfolio.
(2) An "INVESTMENT STRATEGY" is the processes and policies
implemented by the Investment Manager for pursuing a particular
investment objective managed by an Investment Team.
(3) A "PRIMARY STRATEGY PORTFOLIO" is each series of the Company, as
well as any other series of any other registered investment
company for which the Investment Manager serves as the investment
manager and for which American Century Investment Services, Inc.
serves as the distributor.
(4) A "SECONDARY STRATEGY PORTFOLIO" of a series of the Company is
another account managed by the Investment Manager that is managed
by the same Investment Team but is not a Primary Strategy
Portfolio.
(5) The "SECONDARY STRATEGY SHARE RATIO" of a series of the Company
is calculated by dividing the net assets of the series by the sum
of the Primary Strategy Portfolios that share a common Investment
Strategy.
(6) The "SECONDARY STRATEGY ASSETS" of a series of the Company is the
sum of the net assets of the series' Secondary Strategy
Portfolios multiplied by the series' Secondary Strategy Share
Ratio.
(7) The "INVESTMENT STRATEGY ASSETS" of a series of the Company is
the sum of the net assets of the series and the series' Secondary
Strategy Assets.
(8) The "PER ANNUM FEE DOLLAR AMOUNT" is the dollar amount resulting
from applying the applicable Fee Schedule for a class of a series
of the Company using the Investment Strategy Assets.
(9) The "PER ANNUM FEE RATE" for a class of a series of the Company
is the percentage rate that results from dividing the Per Annum
Fee Dollar Amount for the class of a series by the Investment
Strategy Assets of the series.
(c) DAILY MANAGEMENT FEE CALCULATION. For each calendar day, each class of
each series of shares set forth on Schedule A shall accrue a fee
calculated by multiplying the Per Annum Fee Rate for that class times
the net assets of the class on that day, and further dividing that
product by 365 (366 in leap years).
(d) MONTHLY MANAGEMENT FEE PAYMENT. On the first business day of each
month, each class of each series of shares set forth on Schedule A
shall pay the management fee to the Investment Manager for the
previous month. The fee for the previous month shall be the sum of the
Daily Management Fee Calculations for each calendar day in the
previous month.
(e) ADDITIONAL SERIES OR CLASSES. In the event that the Board of Directors
of the Company shall determine to issue any additional series or
classes of shares for which it is proposed that the Investment Manager
serve as investment manager, the Company and the
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AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
Investment Manager may enter into an Addendum to this Agreement
setting forth the name of the series and/or class, the Fee Schedule
for each and such other terms and conditions as are applicable to the
management of such series of shares.
7. SUBCONTRACTS. In rendering the services to be provided pursuant to this
Agreement, the Investment Manager may, from time to time, engage or
associate itself with such persons or entities as it determines is
necessary or convenient in its sole discretion and may contract with such
persons or entities to obtain information, investment advisory and
management services, or such other services as the Investment Manager deems
appropriate. Any fees, compensation or expenses to be paid to any such
person or entity shall be paid by the Investment Manager, and no obligation
to such person or entity shall be incurred on behalf of the Company. Any
arrangement entered into pursuant to this paragraph shall, to the extent
required by law, be subject to the approval of the Board of Directors of
the Company, including a majority of the Independent Directors, and the
shareholders of the Company.
8. CONTINUATION OF AGREEMENT. This Agreement shall continue in effect, unless
sooner terminated as hereinafter provided, for a period of two years from
the execution hereof, and for as long thereafter as its continuance is
specifically approved at least annually (a) by the Board of Directors of
the Company or by the vote of a majority of the outstanding class of voting
securities of each series and (b) by the vote of a majority of the
Directors of the Company, who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval.
9. TERMINATION. This Agreement may be terminated by the Investment Manager at
any time without penalty upon giving the Company 60 days' written notice,
and may be terminated at any time without penalty by the Board of Directors
of the Company or by vote of a majority of the outstanding voting
securities of each class of each series on 60 days' written notice to the
Investment Manager.
10. EFFECT OF ASSIGNMENT. This Agreement shall automatically terminate in the
event of assignment by the Investment Manager, the term "assignment" for
this purpose having the meaning defined in Section 2(a)(4) of the
Investment Company Act.
11. OTHER ACTIVITIES. Nothing herein shall be deemed to limit or restrict the
right of the Investment Manager, or the right of any of its officers,
directors or employees (who may also be a director, officer or employee of
the Company), to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any kind to any
other corporation, firm, individual or association.
12. STANDARD OF CARE. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations or duties hereunder on
the part of the Investment Manager, it, as an inducement to it to enter
into this Agreement, shall not be subject to liability to the Company or to
any shareholder of the Company for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
13. SEPARATE AGREEMENT. The parties hereto acknowledge that certain provisions
of the Investment Company Act, in effect, treat each series of shares of an
investment company as a separate
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AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
investment company. Accordingly, the parties hereto hereby acknowledge and
agree that, to the extent deemed appropriate and consistent with the
Investment Company Act, this Agreement shall be deemed to constitute a
separate agreement between the Investment Manager and each series of shares
of the Company managed by the Investment Manager.
14. USE OF THE NAME "AMERICAN CENTURY". The name "American Century" and all
rights to the use of the name "American Century" are the exclusive property
of American Century Proprietary Holdings, Inc. ("ACPH"). ACPH has consented
to, and granted a non-exclusive license for, the use by the Company of the
name "American Century" in the name of the Company and any series of shares
thereof. Such consent and non-exclusive license may be revoked by ACPH in
its discretion if ACPH, the Investment Manager, or a subsidiary or
affiliate of either of them is not employed as the investment adviser of
each series of shares of the Company. In the event of such revocation, the
Company and each series of shares thereof using the name "American Century"
shall cease using the name "American Century" unless otherwise consented to
by ACPH or any successor to its interest in such name.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers as of the day and year first above
written.
Attest: AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------- --------------------------------
XXXX X. XXXXXXXX XXXXXXX X. XXXXXXXXXXX
Secretary Vice President
Attest: AMERICAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxx
-------------------------------- --------------------------------
XXXX X. XXXXXXXX XXXXXXX X. XXXXX
Secretary President
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AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. Schedule A: Fee Schedules
--------------------------------------------------------------------------------
SCHEDULE A
FEE SCHEDULES
====================== ==================== ====================================
SERIES INVESTMENT STRATEGY FEE SCHEDULE BY CLASS
ASSETS -------- -------- --------- --------
I II III IV
---------------------- -------------------- -------- -------- --------- --------
VP Global Growth Fund First $1 billion 1.300% n/a n/a n/a
-------------------- -------- -------- --------- --------
Next $1 billion 1.150% n/a n/a n/a
-------------------- -------- -------- --------- --------
Over $2 billion 1.050% n/a n/a n/a
---------------------- -------------------- -------- -------- --------- --------
VP International Fund First $250 million 1.500% 1.400% 1.500% 1.400%
-------------------- -------- -------- --------- --------
Next $250 million 1.200% 1.100% 1.200% 1.100%
-------------------- -------- -------- --------- --------
Over $500 million 1.100% 1.000% 1.100% 1.000%
====================== ==================== ======== ======== ========= ========
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