MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 16th day
of July, 2010, 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 the Investment
Company Act of 1940 (the “Investment Company Act”) (hereinafter referred to
as the “Independent Directors”), has approved this Agreement as it relates
to each series of shares of the Company set forth on Schedule A attached
hereto (the “Funds”).
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 portfolios 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 of the Company as amended from time to time; 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 net assets 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 classes, 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 (the “Effective Date”)and shall
continue in effect for each Fund for a period of two years from the Effective
Date, 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 the date on which it would otherwise terminate in 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 such 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 has 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, 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 duly
executed by their respective duly authorized officers to be effective
as of the day and year first above written.
American Century Investment American Century Variable
Management, Inc. 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
Series Investment Strategy Fee Schedule by Class
Assets I II III IV
VP Ultra Fund First $500 million 1.000% 0.900% 1.000% n/a
Next $500 million 0.950% 0.850% 0.950% n/a
Over $1 billion 0.900% 0.800% 0.900% n/a
VP Vista Fund All Assets 1.000% 0.900% n/a n/a
VP Capital
Appreciation Fund First $500 million 1.000% n/a n/a n/a
Next $500 million 0.950% n/a n/a n/a
Over $1 billion 0.900% n/a n/a n/a
VP Mid Cap Value Fund All Assets 1.000% 0.900% n/a n/a
VP Balanced Fund First $250 million 0.900% n/a n/a n/a
Next $250 million 0.850% n/a n/a n/a
Over $500 million 0.800% n/a n/a n/a
VP Large Company
Value Fund First $1 billion 0.900% 0.800% n/a n/a
Next $4 billion 0.800% 0.700% n/a n/a
Over $5 billion 0.700% 0.600% n/a n/a
VP Value Fund First $500 million 1.000% 0.900% 1.000% n/a
Next $500 million 0.950% 0.850% 0.950% n/a
Over $1 billion 0.900% 0.800% 0.900% n/a
VP Income & Growth Fund First $5 billion 0.700% 0.700% 0.700% n/a
Over $5 billion 0.650% 0.650% 0.650% 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%
