MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 1st day of August, 2008,
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, a majority of those members of the Board of Directors of the Company
(collectively, the "Board of Directors", and each individually a "Director")
who are not "interested persons" as defined in Investment Company Act
(hereinafter referred to as the "Independent Directors"), during its most
recent annual evaluation of the terms of the Agreement pursuant to Section
15(c) of the Investment Company Act, has approved the continuance of the
Agreement as it relates to each series of shares of the Company set forth
on Schedule A attached hereto (the "Funds").
WHEREAS, the parties hereto now desire to amend and restate the Agreement
to reflect the effective date of the agreement and the revised fee
schedules.
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 Fund. 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 Fund, determine what securities shall
be purchased or sold by each Fund, 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
Fund 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:
(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, 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 Fund, other than interest, taxes,
brokerage commissions, extraordinary expenses, the fees and expenses
of 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 Fund 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 Funds, 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 Fund or Fund class.
6. Management Fees.
(a) In consideration of the services provided by the Investment Manager,
each class of each Fund 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
(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 Fund, as well as any
other series of any other registered investment company for which the
Investment Manager, or an affiliated investment advisor, serves as the i
nvestment manager and for which American Century Investment Services, Inc.
serves as the distributor.
(4) A "Secondary Strategy Portfolio" of a Fund 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 Fund is calculated by
dividing the net assets of the Fund by the sum of the Primary Strategy
Portfolios that share a common Investment Strategy.
(6) The "Secondary Strategy Assets" of a Fund is the sum of the net assets
of the Fund's Secondary Strategy Portfolios multiplied by the Fund's Secondary
Strategy Share Ratio.
(7) The "Investment Strategy Assets" of a Fund is the sum of the net
assets of the Fund and the Fund's 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 Fund using
the Investment Strategy Assets.
(9) The "Per Annum Fee Rate" for a class of a Fund is the percentage
rate that results from dividing the Per Annum Fee Dollar Amount for the
class of a Fund by the Investment Strategy Assets of the Fund.
(c) Daily Management Fee Calculation. For each calendar day, each
class of each Fund shall accrue a fee calculated by multiplying the
Per Annum Fee Rate for that class by 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 Fund 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 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 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 and/or classes, or,
in the alternative, enter into a separate management agreement that relates
specifically to such series and/or classes 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, including a majority of the Independent Directors,
and the shareholders of the Company.
8. Continuation of Agreement. This Agreement shall become effective for
each Fund as of the date first set forth above and shall continue in effect
for each Fund until August 1, 2009, unless sooner terminated as hereinafter
provided, and shall continue in effect from year to year thereafter for each
Fund only as long as such continuance is specifically approved at least
annually (i) by either the Board of Directors or by the vote of a majority
of the outstanding voting securities of such Fund, and (ii) by the vote of
a majority of the Directors 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. The annual approvals provided for herein shall
be effective to continue this Agreement from year to year if given within a
period beginning not more than 90 days prior to August 1st of each applicable
year, notwithstanding the fact that more than 365 days may have elapsed since
the date on which such approval was last given.
9. Termination. This Agreement may be terminated, with respect to any Fund,
by the Investment Manager at any time without penalty upon giving the Company 60
days' written notice, and may be terminated, with respect to any Fund, at any
time without penalty by the Board of Directors or by vote of a majority of the
outstanding voting securities of each class of each Fund on 60 days' written
notice to the Investment Manager.
10. Effect of Assignment. This Agreement shall automatically terminate with
respect to any Fund in the event of its 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 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 Fund.
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, a
nd granted a non-exclusive license for, the use by the Company of the name
"American Century" in the name of the Company and any Fund. 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 Fund. In the event of such revocation,
the Company and each Fund 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.
AMERICAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
/s/Xxxx X. Xxxxx
Xxxx X. Xxxxx
Vice President
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
/s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Senior Vice President
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%
Next $500 million 1.100% 1.000% 1.100% 1.000%
Over $1 billion 1.000% 0.900% 1.000% 0.900%
