EXHIBIT (d)(2)
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 1st day of
August, 2006, 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.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
Page 1
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.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
Page 2
(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, 2007, 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
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
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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, 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.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
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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 AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
INVESTMENT MANAGEMENT, INC.
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxxxxxxx
----------------------------------- -----------------------------------
XXXXXXX X. XXXXXXXXXXX XXXXX X. XXXXXXXXXX
Senior Vice President Vice President
Page 5
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. Schedule A: Fee Schedules
------------------------------------------------------------------------------------
SCHEDULE A
FEE SCHEDULES
===================== ==================== =========================================
INVESTMENT STRATEGY
SERIES ASSETS FEE SCHEDULE BY CLASS
--------- --------- ---------- ----------
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%
===================== ==================== ========= ========= ========== ==========
Page A-1
