MANAGEMENT AGREEMENT
EXHIBIT (d)(1)
American Century Variable Portfolios, Inc.
THIS MANAGEMENT AGREEMENT
(“Agreement”) is effective as of the 1st day
of August, 2009, by and between AMERICAN CENTURY VARIABLE PORTFOLIOS, INC., a
Maryland corporation (hereinafter called the “Company”), and AMERICAN CENTURY
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:
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1.
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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.
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2.
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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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(a)
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the
Investment Company Act and any rules and regulations promulgated
thereunder;
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(b)
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any
other applicable provisions of law;
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(c)
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the
Articles of Incorporation of the Company as amended from time to
time;
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(d)
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the
Bylaws of the Company as amended from time to
time;
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(e)
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the
Multiple Class Plan; and
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(f)
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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.
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3.
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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.
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1
American Century Variable Portfolios,
Inc.
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4.
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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.
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5.
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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.
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6.
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Management
Fees.
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(a)
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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.
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(b)
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Definitions
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(1)
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An
“Investment Team”
is the Portfolio Managers that the Investment Manager has
designated to manage a given
portfolio.
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(2)
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An
“Investment
Strategy” is the processes and policies implemented by the
Investment Manager for pursuing a particular investment objective managed
by an Investment Team.
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(3)
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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 investment manager and for
which American Century Investment Services, Inc. serves as the
distributor.
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(4)
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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.
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(5)
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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.
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2
American Century Variable Portfolios,
Inc.
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(6)
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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.
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(7)
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The
“Investment Strategy
Assets” of a Fund is the sum of the net assets of the Fund and the
Fund’s Secondary Strategy Assets.
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(8)
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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.
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(9)
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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.
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(c)
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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).
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(d)
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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.
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(e)
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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.
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7.
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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.
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8.
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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, 2010, 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
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3
American Century Variable Portfolios,
Inc.
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.
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9.
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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.
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10.
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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.
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11.
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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.
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12.
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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.
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13.
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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.
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14.
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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
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.
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4
American Century Variable Portfolios,
Inc.
IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their respective duly
authorized officers to be effective as of the day and year first above
written.
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American
Century Investment Management, Inc.
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American
Century Variable Portfolios, Inc.
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/s/
Xxxxx X.
Xxxxxxxxxx
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/s/ Xxxxxxx X. Xxxxxxxxxxx |
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Xxxxx
X. Xxxxxxxxxx
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Xxxxxxx
X. Xxxxxxxxxxx
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Vice
President
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Senior
Vice President
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5
American Century Variable
Portfolios, Inc. Schedule A: Fee
Schedules
Schedule
A
Fee
Schedules
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Series
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Investment
Strategy Assets
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Fee
Schedule by Class
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I
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II
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III
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IV
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VP
Ultra Fund
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First
$500 million
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1.000%
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0.900%
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1.000%
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n/a
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Next
$500 million
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0.950%
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0.850%
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0.950%
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n/a
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Over
$1 billion
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0.900%
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0.800%
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0.900%
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n/a
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VP
Vista Fund
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All
Assets
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1.000%
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0.900%
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n/a
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n/a
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VP
Capital Appreciation Fund
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First
$500 million
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1.000%
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n/a
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n/a
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n/a
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Next
$500 million
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0.950%
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n/a
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n/a
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n/a
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Over
$1 billion
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0.900%
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n/a
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n/a
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n/a
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VP
Mid Cap Value Fund
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All
Assets
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1.000%
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0.900%
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n/a
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n/a
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VP
Balanced Fund
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First
$250 million
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0.900%
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n/a
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n/a
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n/a
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Next
$250 million
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0.850%
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n/a
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n/a
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n/a
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Over
$500 million
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0.800%
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n/a
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n/a
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n/a
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VP
Large Company Value Fund
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First
$1 billion
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0.900%
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0.800%
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n/a
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n/a
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Next
$4 billion
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0.800%
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0.700%
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n/a
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n/a
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Over
$5 billion
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0.700%
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0.600%
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n/a
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n/a
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VP
Value Fund
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First
$500 million
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1.000%
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0.900%
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1.000%
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n/a
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Next
$500 million
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0.950%
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0.850%
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0.950%
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n/a
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Over
$1 billion
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0.900%
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0.800%
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0.900%
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n/a
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VP
Income & Growth Fund
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First
$5 billion
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0.700%
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0.700%
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0.700%
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n/a
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Over
$5 billion
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0.650%
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0.650%
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0.650%
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n/a
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Page A-1
