MANAGEMENT AGREEMENT
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 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 investment
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, 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 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 a
greement 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, 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.
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.
American Century Global American Century
Investment Management, Inc. Variable Portfolios, Inc.
/s/Xxxxx X. Xxxxxxxxxx /s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx
Vice President Senior Vice President
Schedule A
Fee Schedules
Investment Fee Schedule by Class
Series Strategy Assets I II III IV
VP International
Fund First $250 million 1.50% 1.40% 1.50% 1.40%
Next $250 million 1.20% 1.10% 1.20% 1.10%
Next $500 million 1.10% 1.00% 1.10% 1.00%
Over $1 billion 1.00% 0.90% 1.00% 0.90%
