EX-99.D3 4 ex-subadvisoryagmt.htm INVESTMENT SUBADVISORY AGREEMENT INVESTMENT SUBADVISORY AGREEMENT

                                                                   EXHIBIT 99.d3



                        INVESTMENT SUBADVISORY AGREEMENT

     THIS INVESTMENT SUBADVISORY AGREEMENT ("Agreement") is made effective as of
12:04 a.m. eastern  standard time of the 1st day of January,  2005, by and among
AMERICAN  CENTURY  VARIABLE  PORTFOLIOS,  INC. (the  "Corporation"),  a Maryland
corporation,  AMERICAN CENTURY GLOBAL INVESTMENT  MANAGEMENT,  INC. ("AGCIM"), a
Delaware  corporation,  and AMERICAN CENTURY  INVESTMENT  MANAGEMENT,  INC. (the
"Subadvisor"), a Delaware corporation.

                                   WITNESSETH:

     WHEREAS,  the  Corporation  is an open-end  management  investment  company
registered  with the  Securities  and Exchange  Commission  under the Investment
Company Act of 1940, as amended; and

     WHEREAS,  ACGIM and Subadvisor are both investment advisors registered with
the Securities  and Exchange  Commission  under the  Investment  Advisers Act of
1940, as amended; and

     WHEREAS,  the  Corporation  engaged  Subadvisor to serve as the  investment
manager for each class of that series of shares issued by the Corporation  known
as the VP International Fund and VP Global Growth Fund (the "Funds") pursuant to
that certain  Management  Agreement  dated  November  16, 1998 (the  "Management
Agreement"); and

     WHEREAS,   Subadvisor,   as  part  of  a   corporate   restructuring   (the
"Restructuring"),  formed  ACGIM as its  wholly-owned  subsidiary  on January 1,
2005, and,  pursuant to that certain  Assignment and Assumption  Agreement among
the Corporation, Subadvisor and ACGIM, dated as of January 1, 2005, assigned the
Management  Agreement,  as it relates to the Funds, to ACGIM (the "Assignment");
and

     WHEREAS,  the  Corporation  and ACGIM now desire to engage  Subadvisor as a
subadvisor  for that portion of the assets of the Funds that will be invested in
cash and cash equivalents (the "Cash Portion"), and Subadvisor desires to accept
such engagement; and

     WHEREAS,  the  Assignment  and this Agreement will not result in a material
change  in  the  nature  or  the  level  of  actual   investment   advisory  and
administrative services provided to the Funds; and

     WHEREAS,  the same  investment  management  personnel who managed the Funds
prior to the Restructuring  will continue to provide those services  immediately
after the Restructuring; and

     WHEREAS,  the Boards of Directors of the Corporation,  ACGIM and Subadvisor
have determined that it is advisable to enter into this Agreement.




     NOW,  THEREFORE,  in consideration of the premises and of the covenants and
agreements  hereinafter set forth, and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:

     1.  INVESTMENT  DESCRIPTION  -  APPOINTMENT.  Corporation  hereby  appoints
Subadvisor to provide certain advisory  services to the Funds in accordance with
the Funds'  Prospectus and Statement of Additional  Information as in effect and
as  amended  from  time to time,  in such  manner  and to such  extent as may be
approved by the Board of Directors of Corporation. Corporation agrees to provide
Subadvisor  copies of all  amendments to the Funds'  Prospectus and Statement of
Additional  Information  on an ongoing  basis.  Subadvisor  hereby  accepts  the
appointment and agrees to furnish the services described herein.

     2. SERVICES AS INVESTMENT SUBADVISOR.

     (a)  Subject  to the  general  supervision  of the  Board of  Directors  of
Corporation, and of ACGIM, Subadvisor will (i) act in conformity with the Funds'
Prospectus and Statement of Additional  Information,  the Investment Company Act
of 1940, the Investment  Advisers Act of 1940, the Internal Revenue Code and all
other applicable  federal and state laws and  regulations,  as the same may from
time to time be  amended;  (ii) make  investment  decisions  regarding  the Cash
Portion of the Funds in  accordance  with the Funds'  investment  objective  and
policies  as  stated  in the  Funds'  Prospectus  and  Statement  of  Additional
Information  and with  such  written  guidelines  as ACGIM may from time to time
provide to  Subadvisor;  (iii) place  purchase  and sale orders on behalf of the
Funds;  and (iv)  maintain  books and  records  with  respect to the  securities
transactions of the Funds and furnish the Corporation's  Board of Directors such
periodic, regular and special reports as the Board may request.

     (b) In providing those services,  Subadvisor will supervise the Funds' Cash
Portion  and  conduct a  continual  program of  investment,  evaluation  and, if
appropriate,  sale and reinvestment of the Cash Portion of the Funds' assets. In
addition, Subadvisor will furnish the Corporation or ACGIM whatever information,
including statistical data, the Corporation or ACGIM may reasonably request with
respect to the instruments that the Fund may hold or contemplate purchasing.

     (c)  Subadvisor  will at all times comply with the policies  adopted by the
Corporation's  Board of Directors of which it has received  written  notice.  If
Subadvisor believes that a change in any of such policies shall be advisable, it
shall  recommend  such  change  to  ACGIM  and the  Board  of  Directors  of the
Corporation.  Any change to any such policies whether suggested by Subadvisor or
not shall be  approved  by the  Corporation's  Board of  Directors  prior to the
implementation of such change, and Subadvisor will be given reasonable notice of
the anticipated change.

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     3. BROKERAGE.

     (a) In  executing  transactions  for the Funds  and  selecting  brokers  or
dealers,  Subadvisor  will  seek to  obtain  the best net  price  and  execution
available and shall execute or direct the execution of all such  transactions as
permitted  by law  and  in a  manner  that  is  consistent  with  its  fiduciary
obligations to the Funds and its other clients.  In assessing the best net price
and execution available for any transaction of a Fund,  Subadvisor will consider
all factors it deems  relevant  including,  but not  limited to,  breadth of the
market in the security,  the price of the security,  the financial condition and
execution  capability  of the  broker or dealer  and the  reasonableness  of any
commission for the specific  transaction and on a continuing  basis.  Consistent
with this  obligation,  when the  execution and net price offered by two or more
brokers or dealers are comparable,  Subadvisor  may, at its discretion,  execute
transactions  with  brokers  and dealers  who  provide  the Funds  and/or  other
accounts over which  Subadvisor  exercises  investment  discretion with research
advice and other  services,  but in all  instances  best net price and execution
shall  control.  Subadvisor is authorized to place  purchase and sale orders for
the Funds with brokers  and/or dealers  subject to the  supervision of ACGIM and
the Board of Directors of the Corporation and in accordance with the limitations
set forth in the registration statement for the Funds' shares then in effect.

     (b) On occasions when  Subadvisor  deems the purchase or sale of a security
to be in the  best  interest  of a Fund as  well  as one or  more  of its  other
clients, Subadvisor may to the extent permitted by applicable law, but shall not
be obligated to,  aggregate the securities to be sold or purchased with those of
its other clients.  In such event,  allocation of the securities so purchased or
sold will be made by  Subadvisor  in a manner it considers  to be equitable  and
consistent  with its fiduciary  obligations to the Corporation and to such other
clients.  The  Corporation  recognizes  that, in some cases,  this procedure may
limit the size of the position that may be acquired or sold for the Fund.

     4. INFORMATION PROVIDED TO CORPORATION.

     (a) Subadvisor will keep the Corporation and ACGIM informed of developments
materially  affecting the Cash Portion of the Funds and will take  initiative to
furnish the  Corporation  and ACGIM on at least  quarterly  basis with  whatever
information  Subadvisor and ACGIM believe is appropriate for this purpose.  Such
regular quarterly reports shall include information  reasonably requested by the
Corporation's Board of Directors from time to time.

     (b) Subadvisor  will provide the Corporation and ACGIM with such investment
records, ledgers,  accounting and statistical data, and other information as the
Corporation and ACGIM require for the  preparation of  registration  statements,
periodic  and other  reports and other  documents  required by federal and state
laws and  regulations,  and  particularly  as may be required  for the  periodic
review, renewal, amendment or termination of this Agreement, and such additional
documents and information as the  Corporation  and ACGIM may reasonably  request
for the management of their affairs.  Subadvisor  understands  that the Fund and
ACGIM will rely on such  information  in the  preparation  of the  Corporation's
registration statement,  the Fund's financial statements,  and any such reports,
and hereby  covenants  that any such  information


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derived from the investment  records,  ledgers and accounting records maintained
by Subadvisor shall be true and complete in all material respects.

     (c)  At  the  request  of the  Board  of  Directors,  a  representative  of
Subadvisor   shall  attend  meetings  of  the  Board  of  Directors  to  make  a
presentation  on each Fund's  performance and such other matters as the Board of
Directors, Subadvisor and ACGIM believe is appropriate.

     (d) Subadvisor  shall furnish to regulatory  authorities any information or
reports  in  connection  with  such  services  as  may  be  lawfully  requested.
Subadvisor   shall  also,  at  the   Corporation's   request,   certify  to  the
Corporation's independent auditors that sales or purchases aggregated with those
of other clients of Subadvisor,  as described in Section 3 above, were allocated
in a manner it considers to be equitable.

     (e) In compliance  with the  requirements  of the  Investment  Company Act,
Subadvisor hereby agrees that all records that it maintains for the Fund are the
property of the  Corporation  and further agrees to surrender to the Corporation
promptly  upon the  Corporation's  request  any of such  records.  In  addition,
Subadvisor  agrees to cooperate  with the  Corporation  and ACGIM when either of
them is being examined by any regulatory authorities, and specifically agrees to
promptly comply with any request by such  authorities to provide  information or
records.  Subadvisor  further  agrees  to  preserve  for  the  periods  of  time
prescribed by the Investment Company Act of 1940 and the Investment Advisers Act
of 1940 the records required to be maintained thereunder.

     (f) Subadvisor will be responsible for voting all of each Fund's investment
securities.

     5. FUTURES AND OPTIONS. Subadvisor's investment authority shall include the
authority to purchase,  sell,  cover open  positions,  and  generally to deal in
financial  futures  contracts and options thereon.  Subadvisor will (a) open and
maintain  brokerage  accounts for financial  futures and options (such  accounts
hereinafter referred to as "Brokerage Accounts") on behalf of and in the name of
the Fund, and (b) execute, for and on behalf of the Brokerage Accounts, standard
customer agreements with a broker or brokers.  Subadvisor may, using such of the
securities  and other  property in the Brokerage  Accounts as  Subadvisor  deems
necessary or  desirable,  direct the custodian to deposit on behalf of the Fund,
original and maintenance  brokerage  deposits and other direct payments of cash,
cash equivalents, and securities and other property into such Brokerage Accounts
and to such brokers as Subadvisor  deems  appropriate.  Each Fund represents and
warrants that it is a "qualified eligible client" within the meaning of the CFTC
Regulations  Section 4.7 and, as such,  consents to treat the Fund in accordance
with the exemption contained in CFTC Regulations Section 4.7(b).

     PURSUANT TO AN EXEMPTION  FROM THE  COMMODITY  FUTURES  TRADING  COMMISSION
("CFTC")  IN  CONNECTION  WITH  ACCOUNTS OF  QUALIFIED  ELIGIBLE  CLIENTS,  THIS
DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN,  FILED WITH THE CFTC. THE CFTC
DOES NOT PASS UPON THE MERITS OF  PARTICIPATING IN A TRADING PROGRAM OR UPON THE
ADEQUACY OR ACCURACY OF THE COMMODITY TRADING ADVISOR DISCLOSURE.


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CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS
DOCUMENT.

     6.  CONFIDENTIALITY.  The parties to this  Agreement  agree that each shall
treat  as  confidential  all  information  provided  by a  party  to the  others
regarding such party's business and operations, including without limitation the
investment activities, holdings, or identities of shareholders of the Funds. All
confidential  information  provided by a party hereto shall be used by any other
parties  hereto solely for the purposes of rendering  services  pursuant to this
Agreement  and,  except as may be  required  in  carrying  out the terms of this
Agreement,  shall not be disclosed to any third party  without the prior consent
of  such  providing  party.  The  foregoing  shall  not  be  applicable  to  any
information that is publicly available when provided or which thereafter becomes
publicly available other than in contravention of this paragraph.  The foregoing
also shall not apply to any information which is required to be disclosed by any
regulatory  authority in the lawful and appropriate exercise of its jurisdiction
over  a  party,  by  any  auditor  of  the  parties   hereto,   by  judicial  or
administrative  process or otherwise by applicable law or regulation;  provided,
however,  that the disclosing party shall provide reasonable notice to the other
parties hereto prior to any such disclosure.

     7. LIABILITY AND INDEMNIFICATION.

     (a) Subadvisor  shall be responsible for the exercise of reasonable care in
carrying  out  its  responsibilities  hereunder;   provided,  however,  that  no
provision of this  Agreement  be  construed  to protect any  trustee,  director,
officer,  agent or employee of  Subadvisor  or an  affiliate  from  liability by
reason of gross negligence, willful malfeasance, bad faith in the performance of
such person's duties hereunder or by reason of reckless disregard of obligations
and duties hereunder.  Notwithstanding any other provision of this Agreement, no
party shall be liable for any  actions or  omissions  taken or made  pursuant to
this Agreement  unless such actions or omissions  result from gross  negligence,
willful  malfeasance,  or bad faith in the performance of such party's duties or
by reason of reckless disregard of obligations and duties hereunder.

     (b)  ACGIM  agrees  to  indemnify  and  hold  harmless  Subadvisor  and its
officers, directors,  employees, agents, affiliates and each person, if any, who
controls   Subadvisor   within  the  meaning  of  the  Securities  Act  of  1933
(collectively,  the  "Indemnified  Parties" for  purposes of this Section  7(b))
against any losses, claims, expenses,  damages or liabilities (including amounts
paid in settlement  thereof) or litigation  expenses  (including legal and other
expenses) (collectively,  "Losses"), to which the Indemnified Parties may become
subject,   insofar  as  such  Losses  result  from  gross  negligence,   willful
malfeasance or bad faith in the  performance by the  Corporation or ACGIM of its
respective duties hereunder or reckless disregard by the Corporation or ACGIM of
its  respective  duties  hereunder.  ACGIM  will  reimburse  any  legal or other
expenses  reasonably  incurred by the  Indemnified  Parties in  connection  with
investigating  or  defending  any such  Losses.  ACGIM  shall not be liable  for
indemnification   hereunder  if  such  Losses  are  attributable  to  the  gross
negligence,  willful  malfeasance  or bad faith of Subadvisor in performing  its
obligations  under  this  Agreement.  ACGIM  shall  not be liable  for  special,
consequential or incidental damages.

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     (c)  Subadvisor  agrees  to  indemnify  and  hold  harmless  ACGIM  and the
Corporation,  and  their  respective  officers,  directors,  employees,  agents,
affiliates and each person, if any, who controls ACGIM or the Corporation within
the  meaning  of the  Securities  Act of 1933  (collectively,  the  "Indemnified
Parties"  for  purposes of this  Section  7(c))  against any Losses to which the
Indemnified Parties may become subject, insofar as such Losses result from gross
negligence,  willful  malfeasance,  or bad faith in performance by Subadvisor or
its affiliates of their duties hereunder or reckless  disregard by Subadvisor or
its affiliates of their duties hereunder. Subadvisor will reimburse any legal or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating  or defending any such Losses.  Subadvisor shall not be liable for
indemnification   hereunder  if  such  Losses  are  attributable  to  the  gross
negligence,  willful  malfeasance  or bad faith of ACGIM or the  Corporation  in
performing  their  obligations  under this  Agreement.  Subadvisor  shall not be
liable for special, consequential or incidental damages.

     (d) Promptly after receipt by an indemnified  party  hereunder of notice of
the commencement of action,  such indemnified  party will, if a claim in respect
thereof is to be made  against  the  indemnifying  party  hereunder,  notify the
indemnifying  party of the commencement  thereof;  but the omission so to notify
the indemnifying  party will not relieve it from any liability which it may have
to any  indemnified  party  otherwise  than under this  Section 7, except to the
extent the indemnifying  party shall have been prejudiced  thereby.  In case any
such  action is brought  against any  indemnified  party,  and it  notifies  the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  therein and, to the extent that it may wish to, assume
the defense thereof,  with counsel  satisfactory to such indemnified  party, and
after  notice  from  the  indemnifying  party to such  indemnified  party of its
election  to assume the  defense  thereof,  the  indemnifying  party will not be
liable to such  indemnified  party  under this  Section 7 for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.

     (e) If the indemnifying  party assumes the defense of any such action,  the
indemnifying  party  shall  not,  without  the  prior  written  consent  of  the
indemnified  parties in such action,  settle or compromise  the liability of the
indemnified  parties in such action, or permit a default or consent to the entry
of any judgment in respect  thereof,  unless in connection with such settlement,
compromise or consent,  each  indemnified  party  receives from such claimant an
unconditional release from all liability in respect of such claim.

     8. COMPENSATION.

     (a) In consideration of the services  rendered  pursuant to this Agreement,
ACGIM will pay Subadvisor a per annum management fee equal to 0.45% ("Applicable
Fee").

     (b) On the first business day of each month, ACGIM shall pay Subadvisor the
Applicable Fee for the previous  month.  The fee for the previous month shall be
calculated by  multiplying  the Applicable Fee for each Fund by the Cash Portion
of the aggregate average daily closing value of the net assets of all classes of
that Fund during the previous month,  and further  multiplying that product by a
fraction,  the  numerator  of which shall be the number of days in the  previous
month, and the denominator of which shall be 365 (366 in leap years).


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     (c) In the  event  that the Board of  Directors  of the  Corporation  shall
determine to issue any additional series of shares for which it is proposed that
Subadvisor serve as investment  manager,  and for which Subadvisor desires to so
serve,  the  Corporation,  ACGIM and Subadvisor  shall enter into an Addendum to
this Agreement setting forth the name of the series, the Applicable Fee, if any,
and such other terms and  conditions as are applicable to the management of such
series of shares.

     (d) Subadvisor shall have no right to obtain compensation directly from the
Funds or the  Corporation  for services  provided  hereunder  and agrees to look
solely to ACGIM for  payment of fees due.  Upon  termination  of this  Agreement
before  the end of a month,  or in the  event  the  Agreement  begins  after the
beginning  of the month,  the fee for that month shall be prorated  according to
the  proportion  that such period bears to the full monthly  period and shall be
payable upon the date of termination of this Agreement.

     9. EXPENSES.  Subadvisor  will bear all of its expenses in connection  with
the performance of its services under this  Agreement,  which expenses shall not
include  brokerage  fees or  commissions  in  connection  with the  execution of
securities transactions.

     10.  SERVICES TO OTHER COMPANIES OR ACCOUNTS.  The Corporation  understands
that  Subadvisor  or  its  affiliates  now  acts  and  will  continue  to act as
investment  advisor to other  clients and the  Corporation  has no  objection to
Subadvisor so acting. In addition, the Corporation  understands that the persons
employed by  Subadvisor  to assist in the  performance  of  Subadvisor's  duties
hereunder will not devote their full time to such service and nothing  contained
herein  shall be deemed to limit or  restrict  the  right of  Subadvisor  or any
affiliate  of  Subadvisor  to engage in and devote time and  attention  to other
business or to render services of whatever kind or nature. Further, from time to
time,  Subadvisor  may refer or introduce  certain  institutional  investors and
existing  clients of  Subadvisor  and its  affiliates  to the  Corporation.  The
Corporation understands that nothing herein shall be deemed to limit or restrict
the right of Subadvisor,  in the event  Subadvisor's  clients purchase shares of
the Corporation,  to subsequently  suggest or induce such clients to redeem such
shares and open a separate advisory account with Subadvisor.

     11. TERM OF AGREEMENT. This Agreement shall become effective as of the date
first written above and shall  continue  until January 1, 2006 and thereafter so
long as such  continuance is specifically  approved at least annually by (i) the
Board of  Directors  of the  Corporation  or (ii) a vote of a  majority  of each
Fund's  outstanding  voting  securities,  provided  that  in  either  event  the
continuance is also approved by a majority of the Board of Directors who are not
interested  persons (as defined in the  Investment  Company Act) of any party to
this Agreement,  by a vote cast at a meeting called for the purpose of voting on
such approval.  This Agreement is terminable without penalty on 60 days' written
notice by (i) the Board of Directors of the Corporation, (ii) by vote of holders
of a majority of the Fund's shares,  (iii) by ACGIM, or (iv) by Subadvisor,  and
will terminate  automatically upon any termination of the investment  management
agreement  between the  Corporation  and ACGIM.  This  Agreement  will terminate


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automatically  in the event of its assignment.  Subadvisor  agrees to notify the
Corporation  of any  circumstances  that might  result in this  Agreement  being
deemed to be assigned.

     12. REPRESENTATIONS OF ACGIM, SUBADVISOR AND CORPORATION.

     (a) ACGIM and Subadvisor each hereby represents that it is registered as an
investment  advisor under the Investment  Advisers Act of 1940, that it will use
its  reasonable  best efforts to maintain  such  registration,  and that it will
promptly notify the other if it ceases to be so registered,  if its registration
is suspended for any reason, or if it is notified by any regulatory organization
or  court  of  competent   jurisdiction  that  it  should  show  cause  why  its
registration  should not be suspended or terminated.  ACGIM and Subadvisor  each
further  represents that it is registered under the laws of all jurisdictions in
which the conduct of its business hereunder requires such registration.

     (b)  The   Corporation  and  ACGIM  represent  and  warrant  that  (i)  the
appointment  of Subadvisor has been duly  authorized;  and (ii) each of them has
full power and  authority to execute and deliver this  Agreement  and to perform
the  services  contemplated   hereunder,   and  such  execution,   delivery  and
performance  will  not  cause  either  to be in  violation  of its  Articles  of
Incorporation, Bylaws, or any material laws.

     (c)  Subadvisor  represents and warrants that (i) its service as subadvisor
hereunder  has been duly  authorized;  (ii) it has full power and  authority  to
execute and deliver  this  Agreement  and to perform the  services  contemplated
hereunder, and such execution,  delivery and performance will not cause it to be
in violation of its organizational documents, its Bylaws or material laws; (iii)
it  will  at  all  times  in the  performance  of its  duties  hereunder  act in
conformity  with the  provisions  of the  Investment  Company  Act of 1940,  the
Investment  Advisers  Act of 1940,  the  Internal  Revenue  Code  and all  other
applicable  federal and state laws and  regulations,  as the same may be amended
from  time to time;  and  (iv) it has all  controls  necessary  to  perform  its
obligations under and comply with the  representations and warranties it made in
this Agreement.

     13.  AMENDMENT OF THIS  AGREEMENT.  No provision of this  Agreement  may be
changed,  waived,  discharged or terminated orally, but only by an instrument in
writing  signed by the party against which  enforcement  of the change,  waiver,
discharge or termination is sought.

     14. LIMITATION OF LIABILITY.  This Agreement has been executed on behalf of
the  Corporation by the  undersigned  officer of the  Corporation  solely in his
capacity as an officer of the Corporation.

     15. ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement
between the parties hereto on the subject matter described herein.

     16.  INDEPENDENT  CONTRACTOR.  In the performance of its duties  hereunder,
Subadvisor  is and shall be an  independent  contractor  and,  unless  otherwise
expressly  provided  or


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authorized,  shall have no authority to act for or represent the  Corporation or
ACGIM in any way, or  otherwise be deemed to be an agent of the  Corporation  or
ACGIM.

     17. SEVERABILITY.  If any provision of this Agreement shall be held or made
invalid by a court decision, statue, rule or similar authority, the remainder of
this Agreement shall not be affected thereby.

     18. NOTICES. All notices and other communications  hereunder shall be given
or  made in  writing  and  shall  be  delivered  personally,  or sent by  telex,
telecopy,  express  delivery or registered or certified mail,  postage  prepaid,
return receipt  requested,  to the party or parties to whom they are directed at
each party's address of record. Any notice,  demand or other communication given
in a manner prescribed in this Section shall be deemed to have been delivered on
receipt.

     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
executed by their  officers  designated  below on the day and year first written
above.

"CORPORATION"                             "ACGIM"

AMERICAN CENTURY                          AMERICAN CENTURY GLOBAL
VARIABLE PORTFOLIOS, INC.                 INVESTMENT MANAGEMENT, INC.

By: /s/ Maryanne L. Roepke                By: /s/ Jon W. Zindel
    ---------------------------------         --------------------------------
    Name:  Maryanne L. Roepke                 Name:  Jon W. Zindel
    Title: Senior Vice President              Title: Vice President


                                          "SUBADVISOR"

                                          AMERICAN CENTURY
                                          INVESTMENT MANAGEMENT, INC.

                                          By: /s/ Jon W. Zindel
                                              --------------------------------
                                              Name:  Jon W. Zindel
                                              Title: Vice President



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