UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
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Investment Company Act file number | 811-05188 |
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AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. |
(Exact name of registrant as specified in charter) |
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4500 MAIN STREET, KANSAS CITY, MISSOURI | 64111 |
(Address of principal executive offices) | (Zip Code) |
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CHARLES A. ETHERINGTON 4500 MAIN STREET, KANSAS CITY, MISSOURI 64111 |
(Name and address of agent for service) |
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Registrant’s telephone number, including area code: | 816-531-5575 |
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Date of fiscal year end: | 12-31 |
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Date of reporting period: | 06-30-2016 |
ITEM 1. REPORTS TO STOCKHOLDERS.
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| Semiannual Report |
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| June 30, 2016 |
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| VP Balanced Fund |
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Fund Characteristics | |
Shareholder Fee Example | |
Schedule of Investments | |
Statement of Assets and Liabilities | |
Statement of Operations | |
Statement of Changes in Net Assets | |
Notes to Financial Statements | |
Financial Highlights | |
Approval of Management Agreement | |
Additional Information | |
Any opinions expressed in this report reflect those of the author as of the date of the report, and do not necessarily represent the opinions of American Century Investments® or any other person in the American Century Investments organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century Investments disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century Investments funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century Investments fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century Investments by third party vendors. To the best of American Century Investments’ knowledge, such information is accurate at the time of printing.
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JUNE 30, 2016 |
Top Ten Common Stocks | % of net assets |
Alphabet, Inc., Class A | 1.9% |
Microsoft Corp. | 1.8% |
Amazon.com, Inc. | 1.3% |
Apple, Inc. | 1.3% |
Exxon Mobil Corp. | 1.3% |
Procter & Gamble Co. (The) | 1.2% |
Merck & Co., Inc. | 1.1% |
Facebook, Inc., Class A | 1.0% |
Intel Corp. | 1.0% |
PepsiCo, Inc. | 1.0% |
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Top Five Common Stocks Industries | % of net assets |
Software | 4.0% |
Biotechnology | 3.2% |
Pharmaceuticals | 3.0% |
Internet Software and Services | 2.9% |
Food Products | 2.6% |
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Key Fixed-Income Portfolio Statistics |
Average Duration (effective) | 5.4 years |
Weighted Average Life | 7.5 years |
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Types of Investments in Portfolio | % of net assets |
Common Stocks | 58.8% |
Corporate Bonds | 13.1% |
U.S. Treasury Securities | 11.2% |
U.S. Government Agency Mortgage-Backed Securities | 9.6% |
Commercial Mortgage-Backed Securities | 2.0% |
Collateralized Mortgage Obligations | 1.8% |
Asset-Backed Securities | 1.4% |
U.S. Government Agency Securities | 0.6% |
Sovereign Governments and Agencies | 0.6% |
Municipal Securities | 0.5% |
Temporary Cash Investments | 1.7% |
Other Assets and Liabilities | (1.3)% |
Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2016 to June 30, 2016 (except as noted).
Actual Expenses
The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund’s share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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| Beginning Account Value 1/1/16 | Ending Account Value 6/30/16 | Expenses Paid During Period(1) 1/1/16 - 6/30/16 | Annualized Expense Ratio(1) |
Actual |
Class I (after waiver) | $1,000 | $1,030.70 | $4.14 | 0.82% |
Class I (before waiver) | $1,000 | $1,030.70(2) | $4.54 | 0.90% |
Class II (after waiver) | $1,000 | $1,009.60(3) | $1.76(4) | 1.07% |
Class II (before waiver) | $1,000 | $1,009.60(2)(3) | $1.89(4) | 1.15% |
Hypothetical | | | | |
Class I (after waiver) | $1,000 | $1,020.79 | $4.12 | 0.82% |
Class I (before waiver) | $1,000 | $1,020.39 | $4.52 | 0.90% |
Class II (after waiver) | $1,000 | $1,019.54(5) | $5.37(5) | 1.07% |
Class II (before waiver) | $1,000 | $1,019.15(5) | $5.77(5) | 1.15% |
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(1) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 182, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. |
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(2) | Ending account value assumes the return earned after waiver and would have been lower if a portion of the fees had not been waived. |
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(3) | Ending account value based on actual return from May 2, 2016 (commencement of sale) through June 30, 2016. |
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(4) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 60, the number of days in the period from May 2, 2016 (commencement of sale) through June 30, 2016, divided by 366 to reflect the period. Had the class been available for the full period, the expenses paid during the period would have been higher. |
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(5) | Ending account value and expenses paid during the period assumes the class had been available throughout the entire period and are calculated using the class's annualized expense ratio listed in the table above. |
JUNE 30, 2016 (UNAUDITED)
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| | | | | | | |
| | Shares/ Principal Amount | Value |
COMMON STOCKS — 58.8% | | | |
Aerospace and Defense — 1.2% | | | |
Boeing Co. (The) | | 6,718 |
| $ | 872,467 |
|
Spirit AeroSystems Holdings, Inc., Class A(1) | | 10,846 |
| 466,378 |
|
| | | 1,338,845 |
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Airlines — 0.8% | | | |
Alaska Air Group, Inc. | | 2,253 |
| 131,327 |
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Delta Air Lines, Inc. | | 3,237 |
| 117,924 |
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JetBlue Airways Corp.(1) | | 15,823 |
| 262,029 |
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United Continental Holdings, Inc.(1) | | 11,106 |
| 455,790 |
|
| | | 967,070 |
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Auto Components — 0.8% | | | |
Goodyear Tire & Rubber Co. (The) | | 18,864 |
| 484,050 |
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Lear Corp. | | 4,432 |
| 451,001 |
|
| | | 935,051 |
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Banks — 1.7% | | | |
Citigroup, Inc. | | 24,598 |
| 1,042,709 |
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JPMorgan Chase & Co. | | 5,414 |
| 336,426 |
|
SunTrust Banks, Inc. | | 7,976 |
| 327,654 |
|
Wells Fargo & Co. | | 6,186 |
| 292,784 |
|
| | | 1,999,573 |
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Beverages — 1.2% | | | |
Coca-Cola Co. (The) | | 1,794 |
| 81,322 |
|
Dr Pepper Snapple Group, Inc. | | 2,065 |
| 199,541 |
|
PepsiCo, Inc. | | 10,902 |
| 1,154,958 |
|
| | | 1,435,821 |
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Biotechnology — 3.2% | | | |
AbbVie, Inc. | | 14,664 |
| 907,848 |
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Amgen, Inc. | | 6,734 |
| 1,024,578 |
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Biogen, Inc.(1) | | 2,942 |
| 711,435 |
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Gilead Sciences, Inc. | | 11,400 |
| 950,988 |
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United Therapeutics Corp.(1) | | 649 |
| 68,742 |
|
| | | 3,663,591 |
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Building Products — 0.7% | | | |
Owens Corning | | 12,276 |
| 632,459 |
|
USG Corp.(1) | | 7,255 |
| 195,595 |
|
| | | 828,054 |
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Capital Markets — 0.2% | | | |
Eaton Vance Corp. | | 7,070 |
| 249,854 |
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Chemicals — 2.2% | | | |
Air Products & Chemicals, Inc. | | 5,097 |
| 723,978 |
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Cabot Corp. | | 11,283 |
| 515,182 |
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Dow Chemical Co. (The) | | 14,167 |
| 704,241 |
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| | | | | | | |
| | Shares/ Principal Amount | Value |
PPG Industries, Inc. | | 5,768 |
| $ | 600,737 |
|
| | | 2,544,138 |
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Communications Equipment — 1.0% | | | |
Cisco Systems, Inc. | | 38,424 |
| 1,102,385 |
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Consumer Finance — 1.6% | | | |
American Express Co. | | 11,010 |
| 668,968 |
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Discover Financial Services | | 12,187 |
| 653,101 |
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Synchrony Financial(1) | | 21,594 |
| 545,896 |
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| | | 1,867,965 |
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Containers and Packaging — 0.1% | | | |
Avery Dennison Corp. | | 2,293 |
| 171,402 |
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Diversified Financial Services — 0.9% | | | |
Berkshire Hathaway, Inc., Class B(1) | | 3,064 |
| 443,637 |
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MSCI, Inc., Class A | | 1,160 |
| 89,459 |
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Nasdaq, Inc. | | 8,702 |
| 562,758 |
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| | | 1,095,854 |
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Diversified Telecommunication Services — 1.7% | | | |
AT&T, Inc. | | 21,298 |
| 920,286 |
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Verizon Communications, Inc. | | 18,490 |
| 1,032,482 |
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| | | 1,952,768 |
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Electric Utilities — 0.2% | | | |
NextEra Energy, Inc. | | 1,520 |
| 198,208 |
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Energy Equipment and Services — 0.8% | | | |
Atwood Oceanics, Inc. | | 9,678 |
| 121,169 |
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Dril-Quip, Inc.(1) | | 568 |
| 33,188 |
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FMC Technologies, Inc.(1) | | 18,283 |
| 487,608 |
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Rowan Cos. plc | | 14,555 |
| 257,041 |
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| | | 899,006 |
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Food and Staples Retailing — 0.9% | | | |
Wal-Mart Stores, Inc. | | 13,848 |
| 1,011,181 |
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Food Products — 2.6% | | | |
Campbell Soup Co. | | 1,528 |
| 101,658 |
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Dean Foods Co. | | 18,355 |
| 332,042 |
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General Mills, Inc. | | 6,886 |
| 491,109 |
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Hershey Co. (The) | | 4,185 |
| 474,956 |
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Hormel Foods Corp. | | 15,786 |
| 577,767 |
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Ingredion, Inc. | | 1,758 |
| 227,503 |
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Pilgrim's Pride Corp. | | 8,587 |
| 218,797 |
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Tyson Foods, Inc., Class A | | 8,880 |
| 593,095 |
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| | | 3,016,927 |
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Gas Utilities — 0.4% | | | |
ONE Gas, Inc. | | 2,832 |
| 188,583 |
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Southwest Gas Corp. | | 1,575 |
| 123,968 |
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UGI Corp. | | 3,449 |
| 156,067 |
|
| | | 468,618 |
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Health Care Equipment and Supplies — 1.9% | | | |
Abbott Laboratories | | 1,124 |
| 44,184 |
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| | | | | | | |
| | Shares/ Principal Amount | Value |
Becton Dickinson and Co. | | 778 |
| $ | 131,941 |
|
C.R. Bard, Inc. | | 2,716 |
| 638,695 |
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Medtronic plc | | 9,714 |
| 842,884 |
|
St. Jude Medical, Inc. | | 7,047 |
| 549,666 |
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| | | 2,207,370 |
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Health Care Providers and Services — 1.2% | | | |
Aetna, Inc. | | 3,022 |
| 369,077 |
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AmerisourceBergen Corp. | | 3,060 |
| 242,719 |
|
Express Scripts Holding Co.(1) | | 10,061 |
| 762,624 |
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| | | 1,374,420 |
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Hotels, Restaurants and Leisure — 1.3% | | | |
Bloomin' Brands, Inc. | | 13,181 |
| 235,544 |
|
Carnival Corp. | | 12,861 |
| 568,456 |
|
Darden Restaurants, Inc. | | 8,708 |
| 551,565 |
|
McDonald's Corp. | | 1,676 |
| 201,690 |
|
| | | 1,557,255 |
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Household Products — 2.0% | | | |
Clorox Co. (The) | | 701 |
| 97,012 |
|
Kimberly-Clark Corp. | | 5,315 |
| 730,706 |
|
Procter & Gamble Co. (The) | | 17,088 |
| 1,446,841 |
|
| | | 2,274,559 |
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Independent Power and Renewable Electricity Producers† | | |
Ormat Technologies, Inc. | | 765 |
| 33,476 |
|
Industrial Conglomerates — 2.0% | | | |
3M Co. | | 2,899 |
| 507,673 |
|
Carlisle Cos., Inc. | | 5,060 |
| 534,741 |
|
Danaher Corp. | | 7,482 |
| 755,682 |
|
General Electric Co. | | 18,378 |
| 578,539 |
|
| | | 2,376,635 |
|
Insurance — 1.2% | | | |
Aflac, Inc. | | 1,340 |
| 96,695 |
|
Aon plc | | 1,755 |
| 191,699 |
|
Hanover Insurance Group, Inc. (The) | | 6,439 |
| 544,868 |
|
Prudential Financial, Inc. | | 554 |
| 39,522 |
|
Unum Group | | 15,219 |
| 483,812 |
|
| | | 1,356,596 |
|
Internet and Catalog Retail — 1.4% | | | |
Amazon.com, Inc.(1) | | 2,169 |
| 1,552,180 |
|
Priceline Group, Inc. (The)(1) | | 24 |
| 29,962 |
|
| | | 1,582,142 |
|
Internet Software and Services — 2.9% | | | |
Alphabet, Inc., Class A(1) | | 3,123 |
| 2,197,124 |
|
Facebook, Inc., Class A(1) | | 10,650 |
| 1,217,082 |
|
| | | 3,414,206 |
|
IT Services — 1.0% | | | |
International Business Machines Corp. | | 6,824 |
| 1,035,747 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
PayPal Holdings, Inc.(1) | | 4,045 |
| $ | 147,683 |
|
| | | 1,183,430 |
|
Life Sciences Tools and Services — 0.7% | | | |
Thermo Fisher Scientific, Inc. | | 5,273 |
| 779,138 |
|
Machinery — 1.1% | | | |
PACCAR, Inc. | | 12,700 |
| 658,749 |
|
Stanley Black & Decker, Inc. | | 5,422 |
| 603,035 |
|
Toro Co. (The) | | 825 |
| 72,765 |
|
| | | 1,334,549 |
|
Media — 1.4% | | | |
AMC Networks, Inc., Class A(1) | | 980 |
| 59,212 |
|
Time Warner, Inc. | | 8,768 |
| 644,799 |
|
Viacom, Inc., Class B | | 13,440 |
| 557,357 |
|
Walt Disney Co. (The) | | 3,836 |
| 375,237 |
|
| | | 1,636,605 |
|
Metals and Mining — 0.6% | | | |
Barrick Gold Corp. | | 6,056 |
| 129,296 |
|
Nucor Corp. | | 11,489 |
| 567,671 |
|
| | | 696,967 |
|
Multi-Utilities† | | | |
CenterPoint Energy, Inc. | | 740 |
| 17,760 |
|
Multiline Retail — 0.6% | | | |
Target Corp. | | 10,485 |
| 732,063 |
|
Oil, Gas and Consumable Fuels — 2.2% | | | |
Apache Corp. | | 1,841 |
| 102,488 |
|
Chevron Corp. | | 7,056 |
| 739,681 |
|
Exxon Mobil Corp. | | 15,574 |
| 1,459,907 |
|
World Fuel Services Corp. | | 6,437 |
| 305,693 |
|
| | | 2,607,769 |
|
Personal Products — 0.3% | | | |
Estee Lauder Cos., Inc. (The), Class A | | 3,621 |
| 329,583 |
|
Pharmaceuticals — 3.0% | | | |
Johnson & Johnson | | 6,137 |
| 744,418 |
|
Merck & Co., Inc. | | 22,307 |
| 1,285,106 |
|
Mylan NV(1) | | 13,100 |
| 566,444 |
|
Pfizer, Inc. | | 26,681 |
| 939,438 |
|
| | | 3,535,406 |
|
Real Estate Investment Trusts (REITs) — 1.5% | | | |
Host Hotels & Resorts, Inc. | | 20,392 |
| 330,554 |
|
Lamar Advertising Co., Class A | | 10,137 |
| 672,083 |
|
Liberty Property Trust | | 2,256 |
| 89,608 |
|
Ryman Hospitality Properties, Inc. | | 6,165 |
| 312,257 |
|
Sunstone Hotel Investors, Inc. | | 13,368 |
| 161,352 |
|
WP Carey, Inc. | | 1,692 |
| 117,459 |
|
| | | 1,683,313 |
|
Real Estate Management and Development — 0.2% | | | |
Realogy Holdings Corp.(1) | | 9,015 |
| 261,615 |
|
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| | | | | | | |
| | Shares/ Principal Amount | Value |
Semiconductors and Semiconductor Equipment — 2.4% | | | |
Applied Materials, Inc. | | 26,053 |
| $ | 624,490 |
|
Intel Corp. | | 35,919 |
| 1,178,143 |
|
NVIDIA Corp. | | 1,351 |
| 63,511 |
|
QUALCOMM, Inc. | | 15,783 |
| 845,495 |
|
Teradyne, Inc. | | 3,875 |
| 76,299 |
|
| | | 2,787,938 |
|
Software — 4.0% | | | |
Adobe Systems, Inc.(1) | | 8,145 |
| 780,209 |
|
Electronic Arts, Inc.(1) | | 3,708 |
| 280,918 |
|
Intuit, Inc. | | 1,666 |
| 185,942 |
|
Microsoft Corp. | | 40,242 |
| 2,059,183 |
|
Oracle Corp. | | 15,546 |
| 636,298 |
|
Synopsys, Inc.(1) | | 3,133 |
| 169,433 |
|
VMware, Inc., Class A(1) | | 8,367 |
| 478,760 |
|
| | | 4,590,743 |
|
Specialty Retail — 0.2% | | | |
Best Buy Co., Inc. | | 4,685 |
| 143,361 |
|
Foot Locker, Inc. | | 1,935 |
| 106,154 |
|
| | | 249,515 |
|
Technology Hardware, Storage and Peripherals — 2.0% | | | |
Apple, Inc. | | 15,359 |
| 1,468,320 |
|
EMC Corp. | | 7,868 |
| 213,774 |
|
HP, Inc. | | 36,100 |
| 453,055 |
|
NetApp, Inc. | | 5,589 |
| 137,433 |
|
| | | 2,272,582 |
|
Thrifts and Mortgage Finance — 0.4% | | | |
Essent Group Ltd.(1) | | 20,318 |
| 443,136 |
|
Tobacco — 0.9% | | | |
Altria Group, Inc. | | 5,981 |
| 412,450 |
|
Philip Morris International, Inc. | | 5,697 |
| 579,499 |
|
| | | 991,949 |
|
Trading Companies and Distributors — 0.2% | | | |
HD Supply Holdings, Inc.(1) | | 6,354 |
| 221,246 |
|
TOTAL COMMON STOCKS (Cost $58,840,188) | | | 68,278,277 |
|
CORPORATE BONDS — 13.1% | | | |
Aerospace and Defense — 0.1% | | | |
Boeing Co. (The), 2.20%, 10/30/22 | | $ | 30,000 |
| 30,830 |
|
Lockheed Martin Corp., 4.25%, 11/15/19 | | 30,000 |
| 32,868 |
|
Lockheed Martin Corp., 3.80%, 3/1/45 | | 20,000 |
| 20,504 |
|
United Technologies Corp., 6.05%, 6/1/36 | | 20,000 |
| 26,761 |
|
United Technologies Corp., 5.70%, 4/15/40 | | 20,000 |
| 26,505 |
|
| | | 137,468 |
|
Automobiles — 0.2% | | | |
American Honda Finance Corp., 1.50%, 9/11/17(2) | | 10,000 |
| 10,060 |
|
American Honda Finance Corp., 2.125%, 10/10/18 | | 20,000 |
| 20,542 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Ford Motor Co., 4.75%, 1/15/43 | | $ | 10,000 |
| $ | 10,596 |
|
Ford Motor Credit Co. LLC, 5.875%, 8/2/21 | | 50,000 |
| 57,415 |
|
General Motors Co., 5.00%, 4/1/35 | | 30,000 |
| 29,985 |
|
General Motors Financial Co., Inc., 3.25%, 5/15/18 | | 60,000 |
| 61,271 |
|
General Motors Financial Co., Inc., 3.10%, 1/15/19 | | 10,000 |
| 10,222 |
|
General Motors Financial Co., Inc., 3.20%, 7/6/21(3) | | 20,000 |
| 20,081 |
|
General Motors Financial Co., Inc., 5.25%, 3/1/26 | | 10,000 |
| 10,896 |
|
Jaguar Land Rover Automotive plc, 4.125%, 12/15/18(2) | | 30,000 |
| 30,450 |
|
| | | 261,518 |
|
Banks — 2.1% | | | |
Bank of America Corp., 6.50%, 8/1/16 | | 50,000 |
| 50,193 |
|
Bank of America Corp., 5.75%, 12/1/17 | | 50,000 |
| 52,940 |
|
Bank of America Corp., 5.70%, 1/24/22 | | 40,000 |
| 46,380 |
|
Bank of America Corp., 4.10%, 7/24/23 | | 30,000 |
| 32,202 |
|
Bank of America Corp., MTN, 4.00%, 4/1/24 | | 20,000 |
| 21,391 |
|
Bank of America Corp., MTN, 4.20%, 8/26/24 | | 30,000 |
| 31,078 |
|
Bank of America Corp., MTN, 4.00%, 1/22/25 | | 30,000 |
| 30,665 |
|
Bank of America Corp., MTN, 5.00%, 1/21/44 | | 20,000 |
| 23,241 |
|
Bank of America N.A., 5.30%, 3/15/17 | | 240,000 |
| 246,451 |
|
Barclays plc, MTN, VRN, 2.625%, 11/11/20 | EUR | 100,000 |
| 104,226 |
|
BPCE SA, MTN, VRN, 2.75%, 11/30/22 | EUR | 100,000 |
| 112,358 |
|
Branch Banking & Trust Co., 3.625%, 9/16/25 | | $ | 17,000 |
| 18,332 |
|
Branch Banking & Trust Co., 3.80%, 10/30/26 | | 20,000 |
| 22,067 |
|
Capital One Financial Corp., 4.20%, 10/29/25 | | 50,000 |
| 51,525 |
|
Citigroup, Inc., 1.75%, 5/1/18 | | 90,000 |
| 90,436 |
|
Citigroup, Inc., 4.50%, 1/14/22 | | 90,000 |
| 99,615 |
|
Citigroup, Inc., 4.05%, 7/30/22 | | 20,000 |
| 21,170 |
|
Citigroup, Inc., 4.45%, 9/29/27 | | 130,000 |
| 133,946 |
|
Cooperatieve Rabobank UA, 3.875%, 2/8/22 | | 80,000 |
| 86,989 |
|
Cooperatieve Rabobank UA, MTN, 4.125%, 9/14/22 | EUR | 100,000 |
| 125,793 |
|
Danske Bank A/S, MTN, VRN, 2.75%, 5/19/21 | EUR | 100,000 |
| 115,600 |
|
Fifth Third Bancorp, 4.30%, 1/16/24 | | $ | 20,000 |
| 21,455 |
|
ING Bank NV, MTN, VRN, 3.625%, 2/25/21 | EUR | 100,000 |
| 118,525 |
|
JPMorgan Chase & Co., 4.625%, 5/10/21 | | $ | 60,000 |
| 66,732 |
|
JPMorgan Chase & Co., 3.25%, 9/23/22 | | 40,000 |
| 41,858 |
|
JPMorgan Chase & Co., 3.875%, 9/10/24 | | 50,000 |
| 51,822 |
|
JPMorgan Chase & Co., 3.125%, 1/23/25 | | 70,000 |
| 71,626 |
|
JPMorgan Chase & Co., 4.95%, 6/1/45 | | 10,000 |
| 11,014 |
|
KeyCorp, MTN, 2.30%, 12/13/18 | | 40,000 |
| 40,675 |
|
KFW, 2.00%, 10/4/22 | | 50,000 |
| 51,602 |
|
Royal Bank of Scotland Group plc, 6.125%, 12/15/22 | | 40,000 |
| 42,065 |
|
Santander Issuances SAU, MTN, 2.50%, 3/18/25 | EUR | 100,000 |
| 103,950 |
|
U.S. Bancorp, MTN, 3.00%, 3/15/22 | | $ | 20,000 |
| 21,291 |
|
U.S. Bancorp, MTN, 3.60%, 9/11/24 | | 50,000 |
| 53,940 |
|
Wells Fargo & Co., 4.125%, 8/15/23 | | 50,000 |
| 53,901 |
|
Wells Fargo & Co., 3.00%, 4/22/26 | | 50,000 |
| 51,031 |
|
Wells Fargo & Co., MTN, 2.60%, 7/22/20 | | 40,000 |
| 41,136 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Wells Fargo & Co., MTN, 4.10%, 6/3/26 | | $ | 30,000 |
| $ | 32,093 |
|
Wells Fargo & Co., MTN, 4.65%, 11/4/44 | | 25,000 |
| 26,332 |
|
Wells Fargo & Co., MTN, 4.40%, 6/14/46 | | 10,000 |
| 10,182 |
|
| | | 2,427,828 |
|
Beverages — 0.3% | | | |
Anheuser-Busch InBev Finance, Inc., 3.30%, 2/1/23 | | 80,000 |
| 84,288 |
|
Anheuser-Busch InBev Finance, Inc., 3.65%, 2/1/26 | | 30,000 |
| 32,173 |
|
Anheuser-Busch InBev Finance, Inc., 4.90%, 2/1/46 | | 60,000 |
| 70,573 |
|
Anheuser-Busch InBev Worldwide, Inc., 7.75%, 1/15/19 | | 40,000 |
| 46,303 |
|
Anheuser-Busch InBev Worldwide, Inc., 2.50%, 7/15/22 | | 50,000 |
| 50,848 |
|
Coca-Cola Co. (The), 1.80%, 9/1/16 | | 40,000 |
| 40,074 |
|
Molson Coors Brewing Co., 3.00%, 7/15/26(3) | | 20,000 |
| 20,034 |
|
| | | 344,293 |
|
Biotechnology — 0.4% | | | |
AbbVie, Inc., 1.75%, 11/6/17 | | 60,000 |
| 60,375 |
|
AbbVie, Inc., 2.90%, 11/6/22 | | 40,000 |
| 40,849 |
|
AbbVie, Inc., 3.60%, 5/14/25 | | 30,000 |
| 31,494 |
|
AbbVie, Inc., 4.40%, 11/6/42 | | 30,000 |
| 30,709 |
|
AbbVie, Inc., 4.45%, 5/14/46 | | 10,000 |
| 10,189 |
|
Amgen, Inc., 4.10%, 6/15/21 | | 20,000 |
| 21,963 |
|
Amgen, Inc., 4.66%, 6/15/51(2) | | 46,000 |
| 48,209 |
|
Biogen, Inc., 3.625%, 9/15/22 | | 50,000 |
| 53,156 |
|
Celgene Corp., 3.25%, 8/15/22 | | 30,000 |
| 31,032 |
|
Celgene Corp., 3.625%, 5/15/24 | | 10,000 |
| 10,436 |
|
Celgene Corp., 3.875%, 8/15/25 | | 30,000 |
| 32,076 |
|
Gilead Sciences, Inc., 4.40%, 12/1/21 | | 50,000 |
| 56,501 |
|
Gilead Sciences, Inc., 3.65%, 3/1/26 | | 40,000 |
| 43,573 |
|
| | | 470,562 |
|
Building Products† | | | |
Masco Corp., 4.45%, 4/1/25 | | 20,000 |
| 20,802 |
|
Capital Markets — 0.1% | | | |
ABN AMRO Bank NV, MTN, 7.125%, 7/6/22 | EUR | 100,000 |
| 139,381 |
|
Ameriprise Financial, Inc., 4.00%, 10/15/23 | | $ | 20,000 |
| 21,678 |
|
| | | 161,059 |
|
Chemicals — 0.1% | | | |
Ashland, Inc., 4.75%, 8/15/22 | | 30,000 |
| 30,187 |
|
Dow Chemical Co. (The), 4.25%, 11/15/20 | | 13,000 |
| 14,238 |
|
Eastman Chemical Co., 3.60%, 8/15/22 | | 30,000 |
| 31,588 |
|
Ecolab, Inc., 4.35%, 12/8/21 | | 30,000 |
| 34,007 |
|
LyondellBasell Industries NV, 4.625%, 2/26/55 | | 20,000 |
| 19,427 |
|
Mosaic Co. (The), 5.625%, 11/15/43 | | 20,000 |
| 22,277 |
|
| | | 151,724 |
|
Commercial Services and Supplies — 0.1% | | | |
Covanta Holding Corp., 5.875%, 3/1/24 | | 30,000 |
| 29,250 |
|
Pitney Bowes, Inc., 4.625%, 3/15/24 | | 20,000 |
| 21,146 |
|
Republic Services, Inc., 3.55%, 6/1/22 | | 50,000 |
| 54,077 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Waste Management, Inc., 4.10%, 3/1/45 | | $ | 10,000 |
| $ | 10,906 |
|
| | | 115,379 |
|
Communications Equipment† | | | |
Cisco Systems, Inc., 5.90%, 2/15/39 | | 20,000 |
| 27,222 |
|
Construction Materials† | | | |
Owens Corning, 4.20%, 12/15/22 | | 30,000 |
| 32,038 |
|
Consumer Discretionary† | | | |
Newell Brands, Inc., 4.20%, 4/1/26 | | 20,000 |
| 21,717 |
|
Consumer Finance — 0.3% | | | |
American Express Co., 1.55%, 5/22/18 | | 20,000 |
| 20,108 |
|
American Express Credit Corp., 1.30%, 7/29/16 | | 40,000 |
| 40,014 |
|
American Express Credit Corp., 2.60%, 9/14/20 | | 15,000 |
| 15,503 |
|
American Express Credit Corp., MTN, 2.25%, 5/5/21 | | 30,000 |
| 30,563 |
|
CIT Group, Inc., 4.25%, 8/15/17 | | 80,000 |
| 81,680 |
|
CIT Group, Inc., 5.00%, 8/15/22 | | 20,000 |
| 20,400 |
|
Equifax, Inc., 3.30%, 12/15/22 | | 30,000 |
| 31,722 |
|
GLP Capital LP / GLP Financing II, Inc., 4.875%, 11/1/20 | | 40,000 |
| 41,943 |
|
PNC Bank N.A., 6.00%, 12/7/17 | | 80,000 |
| 84,856 |
|
Synchrony Financial, 2.60%, 1/15/19 | | 20,000 |
| 20,224 |
|
Synchrony Financial, 3.00%, 8/15/19 | | 10,000 |
| 10,205 |
|
| | | 397,218 |
|
Containers and Packaging — 0.1% | | | |
Ball Corp., 4.00%, 11/15/23 | | 30,000 |
| 29,662 |
|
Crown Americas LLC / Crown Americas Capital Corp. IV, 4.50%, 1/15/23 | | 40,000 |
| 41,000 |
|
WestRock RKT Co., 3.50%, 3/1/20 | | 20,000 |
| 20,666 |
|
WestRock RKT Co., 4.00%, 3/1/23 | | 40,000 |
| 41,840 |
|
| | | 133,168 |
|
Diversified Consumer Services† | | | |
Catholic Health Initiatives, 2.95%, 11/1/22 | | 20,000 |
| 20,488 |
|
Diversified Financial Services — 1.1% | | | |
Ally Financial, Inc., 2.75%, 1/30/17 | | 50,000 |
| 50,446 |
|
BNP Paribas SA, MTN, 2.375%, 2/17/25 | EUR | 100,000 |
| 110,255 |
|
Deutsche Bank AG, MTN, 2.75%, 2/17/25 | EUR | 100,000 |
| 100,113 |
|
Goldman Sachs Group, Inc. (The), 2.375%, 1/22/18 | | $ | 40,000 |
| 40,563 |
|
Goldman Sachs Group, Inc. (The), 2.90%, 7/19/18 | | 180,000 |
| 184,802 |
|
Goldman Sachs Group, Inc. (The), 5.75%, 1/24/22 | | 30,000 |
| 34,896 |
|
Goldman Sachs Group, Inc. (The), 4.00%, 3/3/24 | | 50,000 |
| 53,735 |
|
Goldman Sachs Group, Inc. (The), 3.50%, 1/23/25 | | 40,000 |
| 41,193 |
|
Goldman Sachs Group, Inc. (The), 4.25%, 10/21/25 | | 20,000 |
| 20,736 |
|
Goldman Sachs Group, Inc. (The), 6.75%, 10/1/37 | | 40,000 |
| 49,519 |
|
Goldman Sachs Group, Inc. (The), 5.15%, 5/22/45 | | 10,000 |
| 10,461 |
|
Goldman Sachs Group, Inc. (The), MTN, 4.80%, 7/8/44 | | 10,000 |
| 11,087 |
|
Morgan Stanley, 2.50%, 4/21/21 | | 20,000 |
| 20,234 |
|
Morgan Stanley, 5.00%, 11/24/25 | | 140,000 |
| 153,526 |
|
Morgan Stanley, MTN, 6.625%, 4/1/18 | | 90,000 |
| 97,614 |
|
Morgan Stanley, MTN, 5.625%, 9/23/19 | | 80,000 |
| 88,827 |
|
Morgan Stanley, MTN, 3.70%, 10/23/24 | | 10,000 |
| 10,484 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Nationwide Building Society, MTN, 6.75%, 7/22/20 | EUR | 100,000 |
| $ | 129,680 |
|
S&P GLOBAL, Inc., 3.30%, 8/14/20 | | $ | 10,000 |
| 10,473 |
|
| | | 1,218,644 |
|
Diversified Telecommunication Services — 0.7% | | | |
AT&T, Inc., 5.00%, 3/1/21 | | 40,000 |
| 44,841 |
|
AT&T, Inc., 3.60%, 2/17/23 | | 30,000 |
| 31,448 |
|
AT&T, Inc., 4.45%, 4/1/24 | | 20,000 |
| 21,939 |
|
AT&T, Inc., 3.40%, 5/15/25 | | 100,000 |
| 102,529 |
|
AT&T, Inc., 6.55%, 2/15/39 | | 42,000 |
| 51,953 |
|
AT&T, Inc., 4.30%, 12/15/42 | | 40,000 |
| 38,485 |
|
British Telecommunications plc, 5.95%, 1/15/18 | | 40,000 |
| 42,827 |
|
CenturyLink, Inc., Series Q, 6.15%, 9/15/19 | | 30,000 |
| 32,062 |
|
Deutsche Telekom International Finance BV, 2.25%, 3/6/17(2) | | 20,000 |
| 20,136 |
|
Deutsche Telekom International Finance BV, 6.75%, 8/20/18 | | 30,000 |
| 33,498 |
|
Frontier Communications Corp., 8.25%, 4/15/17 | | 10,000 |
| 10,387 |
|
Frontier Communications Corp., 8.50%, 4/15/20 | | 20,000 |
| 21,300 |
|
Frontier Communications Corp., 11.00%, 9/15/25 | | 10,000 |
| 10,425 |
|
Orange SA, 4.125%, 9/14/21 | | 40,000 |
| 44,201 |
|
Telecom Italia Capital SA, 6.00%, 9/30/34 | | 20,000 |
| 19,200 |
|
Verizon Communications, Inc., 3.50%, 11/1/21 | | 20,000 |
| 21,580 |
|
Verizon Communications, Inc., 5.15%, 9/15/23 | | 60,000 |
| 70,012 |
|
Verizon Communications, Inc., 5.05%, 3/15/34 | | 100,000 |
| 111,376 |
|
Verizon Communications, Inc., 4.86%, 8/21/46 | | 37,000 |
| 40,572 |
|
Verizon Communications, Inc., 5.01%, 8/21/54 | | 21,000 |
| 22,399 |
|
| | | 791,170 |
|
Electrical Equipment† | | | |
Belden, Inc., 5.25%, 7/15/24(2) | | 20,000 |
| 19,450 |
|
Electronic Equipment, Instruments and Components — 0.1% | | |
Avnet, Inc., 4.625%, 4/15/26 | | 10,000 |
| 10,412 |
|
Jabil Circuit, Inc., 7.75%, 7/15/16 | | 70,000 |
| 70,074 |
|
| | | 80,486 |
|
Energy Equipment and Services† | | | |
Ensco plc, 5.20%, 3/15/25 | | 10,000 |
| 6,963 |
|
Halliburton Co., 3.80%, 11/15/25 | | 30,000 |
| 31,244 |
|
| | | 38,207 |
|
Food and Staples Retailing — 0.3% | | | |
CVS Health Corp., 3.50%, 7/20/22 | | 40,000 |
| 43,131 |
|
CVS Health Corp., 2.75%, 12/1/22 | | 35,000 |
| 36,166 |
|
CVS Health Corp., 5.125%, 7/20/45 | | 10,000 |
| 12,448 |
|
Delhaize Group, 5.70%, 10/1/40 | | 10,000 |
| 11,734 |
|
Dollar General Corp., 3.25%, 4/15/23 | | 40,000 |
| 41,593 |
|
Kroger Co. (The), 3.30%, 1/15/21 | | 50,000 |
| 53,200 |
|
Sysco Corp., 3.30%, 7/15/26 | | 10,000 |
| 10,402 |
|
Target Corp., 2.50%, 4/15/26 | | 30,000 |
| 30,815 |
|
Wal-Mart Stores, Inc., 4.30%, 4/22/44 | | 80,000 |
| 93,854 |
|
| | | 333,343 |
|
Food Products — 0.1% | | | |
Kraft Heinz Foods Co., 3.95%, 7/15/25(2) | | 30,000 |
| 32,695 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Kraft Heinz Foods Co., 5.00%, 6/4/42 | | $ | 20,000 |
| $ | 23,066 |
|
Kraft Heinz Foods Co., 5.20%, 7/15/45(2) | | 20,000 |
| 23,794 |
|
Kraft Heinz Foods Co., 4.375%, 6/1/46(2) | | 10,000 |
| 10,627 |
|
Tyson Foods, Inc., 4.50%, 6/15/22 | | 30,000 |
| 33,469 |
|
| | | 123,651 |
|
Gas Utilities — 0.5% | | | |
Enbridge Energy Partners LP, 6.50%, 4/15/18 | | 30,000 |
| 31,829 |
|
Enbridge, Inc., 4.50%, 6/10/44 | | 20,000 |
| 17,399 |
|
Energy Transfer Equity LP, 7.50%, 10/15/20 | | 30,000 |
| 31,950 |
|
Energy Transfer Partners LP, 4.15%, 10/1/20 | | 40,000 |
| 40,639 |
|
Energy Transfer Partners LP, 3.60%, 2/1/23 | | 30,000 |
| 28,799 |
|
Energy Transfer Partners LP, 6.50%, 2/1/42 | | 20,000 |
| 21,079 |
|
Enterprise Products Operating LLC, 4.85%, 3/15/44 | | 80,000 |
| 84,852 |
|
Enterprise Products Operating LLC, VRN, 7.03%, 1/15/18 | | 20,000 |
| 21,080 |
|
Kinder Morgan Energy Partners LP, 6.50%, 4/1/20 | | 30,000 |
| 33,112 |
|
Kinder Morgan Energy Partners LP, 5.30%, 9/15/20 | | 20,000 |
| 21,422 |
|
Kinder Morgan Energy Partners LP, 6.50%, 9/1/39 | | 50,000 |
| 52,480 |
|
Kinder Morgan, Inc., 4.30%, 6/1/25 | | 10,000 |
| 10,262 |
|
Kinder Morgan, Inc., 5.55%, 6/1/45 | | 10,000 |
| 10,200 |
|
Magellan Midstream Partners LP, 6.55%, 7/15/19 | | 20,000 |
| 22,600 |
|
MPLX LP, 4.875%, 6/1/25(2) | | 20,000 |
| 19,590 |
|
Plains All American Pipeline LP / PAA Finance Corp., 3.65%, 6/1/22 | | 40,000 |
| 39,284 |
|
Sunoco Logistics Partners Operations LP, 3.45%, 1/15/23 | | 40,000 |
| 39,516 |
|
Williams Cos., Inc. (The), 3.70%, 1/15/23 | | 20,000 |
| 17,800 |
|
Williams Cos., Inc. (The), 5.75%, 6/24/44 | | 10,000 |
| 8,575 |
|
Williams Partners LP, 4.125%, 11/15/20 | | 30,000 |
| 29,747 |
|
Williams Partners LP, 5.40%, 3/4/44 | | 40,000 |
| 35,726 |
|
| | | 617,941 |
|
Health Care Equipment and Supplies — 0.2% | | | |
Becton Dickinson and Co., 3.73%, 12/15/24 | | 40,000 |
| 43,181 |
|
Medtronic, Inc., 2.50%, 3/15/20 | | 20,000 |
| 20,755 |
|
Medtronic, Inc., 3.50%, 3/15/25 | | 50,000 |
| 54,594 |
|
Medtronic, Inc., 4.375%, 3/15/35 | | 40,000 |
| 45,195 |
|
St Jude Medical, Inc., 2.00%, 9/15/18 | | 10,000 |
| 10,120 |
|
Zimmer Biomet Holdings, Inc., 2.70%, 4/1/20 | | 20,000 |
| 20,262 |
|
| | | 194,107 |
|
Health Care Providers and Services — 0.3% | | | |
Aetna, Inc., 2.75%, 11/15/22 | | 30,000 |
| 30,633 |
|
Aetna, Inc., 4.375%, 6/15/46 | | 20,000 |
| 20,792 |
|
Ascension Health, 3.95%, 11/15/46 | | 10,000 |
| 10,823 |
|
CHS / Community Health Systems, Inc., 5.125%, 8/15/18 | | 9,000 |
| 9,169 |
|
Express Scripts Holding Co., 3.40%, 3/1/27(3) | | 10,000 |
| 10,033 |
|
Express Scripts, Inc., 7.25%, 6/15/19 | | 35,000 |
| 40,344 |
|
HCA, Inc., 3.75%, 3/15/19 | | 60,000 |
| 62,250 |
|
Mylan NV, 3.95%, 6/15/26(2) | | 20,000 |
| 20,273 |
|
NYU Hospitals Center, 4.43%, 7/1/42 | | 20,000 |
| 21,933 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
UnitedHealth Group, Inc., 2.875%, 12/15/21 | | $ | 30,000 |
| $ | 31,626 |
|
UnitedHealth Group, Inc., 2.875%, 3/15/22 | | 40,000 |
| 41,810 |
|
UnitedHealth Group, Inc., 3.75%, 7/15/25 | | 20,000 |
| 21,944 |
|
Universal Health Services, Inc., 4.75%, 8/1/22(2) | | 20,000 |
| 20,392 |
|
| | | 342,022 |
|
Hotels, Restaurants and Leisure — 0.1% | | | |
McDonald's Corp., MTN, 4.60%, 5/26/45 | | 10,000 |
| 11,216 |
|
Royal Caribbean Cruises Ltd., 5.25%, 11/15/22 | | 30,000 |
| 31,725 |
|
Wyndham Worldwide Corp., 2.95%, 3/1/17 | | 10,000 |
| 10,085 |
|
| | | 53,026 |
|
Household Durables — 0.2% | | | |
DR Horton, Inc., 3.625%, 2/15/18 | | 40,000 |
| 40,788 |
|
Lennar Corp., 4.75%, 12/15/17 | | 30,000 |
| 30,675 |
|
Lennar Corp., 4.75%, 4/1/21 | | 30,000 |
| 31,350 |
|
Lennar Corp., 4.75%, 5/30/25 | | 10,000 |
| 9,750 |
|
MDC Holdings, Inc., 5.50%, 1/15/24 | | 20,000 |
| 19,900 |
|
Toll Brothers Finance Corp., 6.75%, 11/1/19 | | 30,000 |
| 33,900 |
|
TRI Pointe Group, Inc. / TRI Pointe Homes, Inc., 4.375%, 6/15/19 | | 10,000 |
| 10,100 |
|
| | | 176,463 |
|
Industrial Conglomerates — 0.2% | | | |
General Electric Co., 2.70%, 10/9/22 | | 70,000 |
| 73,539 |
|
General Electric Co., 4.125%, 10/9/42 | | 30,000 |
| 33,103 |
|
General Electric Co., MTN, 2.30%, 4/27/17 | | 60,000 |
| 60,606 |
|
General Electric Co., MTN, 4.65%, 10/17/21 | | 20,000 |
| 22,922 |
|
Ingersoll-Rand Luxembourg Finance SA, 3.55%, 11/1/24 | | 30,000 |
| 31,636 |
|
| | | 221,806 |
|
Insurance — 0.8% | | | |
Allianz Finance II BV, MTN, VRN, 5.75%, 7/8/21 | EUR | 100,000 |
| 126,804 |
|
Allstate Corp. (The), VRN, 5.75%, 8/15/23 | | $ | 20,000 |
| 20,547 |
|
American International Group, Inc., 4.125%, 2/15/24 | | 80,000 |
| 84,568 |
|
American International Group, Inc., 4.50%, 7/16/44 | | 20,000 |
| 19,438 |
|
American International Group, Inc., MTN, 5.85%, 1/16/18 | | 50,000 |
| 53,337 |
|
Berkshire Hathaway Finance Corp., 4.25%, 1/15/21 | | 30,000 |
| 33,390 |
|
Berkshire Hathaway Finance Corp., 3.00%, 5/15/22 | | 20,000 |
| 21,387 |
|
Berkshire Hathaway, Inc., 4.50%, 2/11/43 | | 20,000 |
| 22,926 |
|
Chubb INA Holdings, Inc., 3.15%, 3/15/25 | | 40,000 |
| 41,834 |
|
Chubb INA Holdings, Inc., 3.35%, 5/3/26 | | 20,000 |
| 21,329 |
|
CNP Assurances, VRN, 4.00%, 11/18/24 | EUR | 100,000 |
| 103,819 |
|
Hartford Financial Services Group, Inc. (The), 5.95%, 10/15/36 | | $ | 10,000 |
| 12,313 |
|
International Lease Finance Corp., 6.25%, 5/15/19 | | 20,000 |
| 21,597 |
|
Liberty Mutual Group, Inc., 4.95%, 5/1/22(2) | | 20,000 |
| 22,132 |
|
Liberty Mutual Group, Inc., 4.85%, 8/1/44(2) | | 30,000 |
| 30,851 |
|
Lincoln National Corp., 6.25%, 2/15/20 | | 10,000 |
| 11,253 |
|
Markel Corp., 4.90%, 7/1/22 | | 40,000 |
| 44,468 |
|
Markel Corp., 3.625%, 3/30/23 | | 10,000 |
| 10,352 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
MetLife, Inc., 4.125%, 8/13/42 | | $ | 20,000 |
| $ | 19,972 |
|
MetLife, Inc., 4.875%, 11/13/43 | | 20,000 |
| 22,174 |
|
Principal Financial Group, Inc., 3.30%, 9/15/22 | | 10,000 |
| 10,400 |
|
Prudential Financial, Inc., MTN, 5.375%, 6/21/20 | | 10,000 |
| 11,285 |
|
Prudential Financial, Inc., MTN, 5.625%, 5/12/41 | | 40,000 |
| 47,510 |
|
TIAA Asset Management Finance Co. LLC, 4.125%, 11/1/24(2) | | 20,000 |
| 21,056 |
|
Travelers Cos., Inc. (The), 4.60%, 8/1/43 | | 20,000 |
| 23,982 |
|
Travelers Cos., Inc. (The), 4.30%, 8/25/45 | | 10,000 |
| 11,424 |
|
Voya Financial, Inc., 5.70%, 7/15/43 | | 20,000 |
| 22,704 |
|
WR Berkley Corp., 4.625%, 3/15/22 | | 20,000 |
| 21,880 |
|
WR Berkley Corp., 4.75%, 8/1/44 | | 10,000 |
| 10,421 |
|
| | | 925,153 |
|
Internet Software and Services† | | | |
Netflix, Inc., 5.375%, 2/1/21 | | 40,000 |
| 42,680 |
|
IT Services — 0.1% | | | |
Fidelity National Information Services, Inc., 5.00%, 3/15/22 | | 20,000 |
| 20,843 |
|
Fidelity National Information Services, Inc., 4.50%, 10/15/22 | | 30,000 |
| 33,275 |
|
Fidelity National Information Services, Inc., 3.50%, 4/15/23 | | 20,000 |
| 20,799 |
|
Xerox Corp., 2.95%, 3/15/17 | | 10,000 |
| 10,088 |
|
| | | 85,005 |
|
Life Sciences Tools and Services — 0.1% | | | |
Thermo Fisher Scientific, Inc., 3.60%, 8/15/21 | | 25,000 |
| 26,535 |
|
Thermo Fisher Scientific, Inc., 3.30%, 2/15/22 | | 9,000 |
| 9,381 |
|
Thermo Fisher Scientific, Inc., 5.30%, 2/1/44 | | 20,000 |
| 23,354 |
|
| | | 59,270 |
|
Machinery — 0.1% | | | |
Fortive Corp., 3.15%, 6/15/26(2) | | 10,000 |
| 10,312 |
|
Oshkosh Corp., 5.375%, 3/1/22 | | 50,000 |
| 51,750 |
|
| | | 62,062 |
|
Media — 0.8% | | | |
21st Century Fox America, Inc., 3.70%, 10/15/25 | | 20,000 |
| 21,683 |
|
21st Century Fox America, Inc., 6.90%, 8/15/39 | | 30,000 |
| 40,285 |
|
21st Century Fox America, Inc., 4.75%, 9/15/44 | | 30,000 |
| 33,393 |
|
CBS Corp., 3.50%, 1/15/25 | | 20,000 |
| 20,610 |
|
CBS Corp., 4.85%, 7/1/42 | | 10,000 |
| 10,091 |
|
Charter Communications Operating LLC / Charter Communications Operating Capital, 4.91%, 7/23/25(2) | | 115,000 |
| 125,564 |
|
Comcast Corp., 6.40%, 5/15/38 | | 70,000 |
| 96,333 |
|
Discovery Communications LLC, 5.625%, 8/15/19 | | 25,000 |
| 27,574 |
|
Discovery Communications LLC, 3.25%, 4/1/23 | | 20,000 |
| 19,726 |
|
Interpublic Group of Cos., Inc. (The), 4.00%, 3/15/22 | | 20,000 |
| 21,317 |
|
Lamar Media Corp., 5.375%, 1/15/24 | | 30,000 |
| 31,425 |
|
NBCUniversal Media LLC, 4.375%, 4/1/21 | | 60,000 |
| 67,285 |
|
NBCUniversal Media LLC, 2.875%, 1/15/23 | | 20,000 |
| 21,068 |
|
Nielsen Finance LLC / Nielsen Finance Co., 5.00%, 4/15/22(2) | | 30,000 |
| 30,712 |
|
Omnicom Group, Inc., 3.60%, 4/15/26 | | 40,000 |
| 42,236 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
TEGNA, Inc., 5.125%, 7/15/20 | | $ | 57,000 |
| $ | 58,924 |
|
Time Warner Cable, Inc., 6.75%, 7/1/18 | | 20,000 |
| 21,951 |
|
Time Warner Cable, Inc., 5.50%, 9/1/41 | | 10,000 |
| 10,532 |
|
Time Warner Cable, Inc., 4.50%, 9/15/42 | | 10,000 |
| 9,361 |
|
Time Warner, Inc., 4.70%, 1/15/21 | | 30,000 |
| 33,500 |
|
Time Warner, Inc., 3.60%, 7/15/25 | | 30,000 |
| 31,819 |
|
Time Warner, Inc., 7.70%, 5/1/32 | | 40,000 |
| 55,892 |
|
Time Warner, Inc., 5.35%, 12/15/43 | | 20,000 |
| 23,015 |
|
Viacom, Inc., 3.125%, 6/15/22 | | 30,000 |
| 29,998 |
|
Viacom, Inc., 4.25%, 9/1/23 | | 30,000 |
| 31,226 |
|
Walt Disney Co. (The), MTN, 4.125%, 6/1/44 | | 20,000 |
| 22,787 |
|
| | | 938,307 |
|
Metals and Mining — 0.1% | | | |
Barrick North America Finance LLC, 4.40%, 5/30/21 | | 14,000 |
| 15,092 |
|
Barrick North America Finance LLC, 5.75%, 5/1/43 | | 10,000 |
| 10,904 |
|
Glencore Finance Canada Ltd., 4.95%, 11/15/21(2) | | 20,000 |
| 20,023 |
|
Southern Copper Corp., 5.25%, 11/8/42 | | 20,000 |
| 17,837 |
|
Steel Dynamics, Inc., 6.125%, 8/15/19 | | 30,000 |
| 31,069 |
|
Vale Overseas Ltd., 5.625%, 9/15/19 | | 25,000 |
| 25,750 |
|
| | | 120,675 |
|
Multi-Utilities — 0.8% | | | |
AmeriGas Partners LP / AmeriGas Finance Corp., 5.625%, 5/20/24 | | 30,000 |
| 30,262 |
|
Berkshire Hathaway Energy Co., 3.50%, 2/1/25 | | 30,000 |
| 32,429 |
|
CenterPoint Energy Houston Electric LLC, 3.55%, 8/1/42 | | 10,000 |
| 10,170 |
|
CMS Energy Corp., 8.75%, 6/15/19 | | 40,000 |
| 48,248 |
|
Consolidated Edison Co. of New York, Inc., 3.95%, 3/1/43 | | 20,000 |
| 21,051 |
|
Constellation Energy Group, Inc., 5.15%, 12/1/20 | | 32,000 |
| 35,650 |
|
Consumers Energy Co., 2.85%, 5/15/22 | | 10,000 |
| 10,420 |
|
Consumers Energy Co., 3.375%, 8/15/23 | | 10,000 |
| 10,685 |
|
Dominion Resources, Inc., 2.75%, 9/15/22 | | 70,000 |
| 70,981 |
|
Dominion Resources, Inc., 4.90%, 8/1/41 | | 10,000 |
| 11,028 |
|
Dominion Resources, Inc., VRN, 3.46%, 9/30/16 | | 20,000 |
| 16,650 |
|
Duke Energy Corp., 1.625%, 8/15/17 | | 30,000 |
| 30,160 |
|
Duke Energy Corp., 3.55%, 9/15/21 | | 20,000 |
| 21,340 |
|
Duke Energy Florida LLC, 6.35%, 9/15/37 | | 20,000 |
| 28,304 |
|
Duke Energy Florida LLC, 3.85%, 11/15/42 | | 20,000 |
| 21,202 |
|
Duke Energy Progress LLC, 4.15%, 12/1/44 | | 20,000 |
| 22,096 |
|
Edison International, 3.75%, 9/15/17 | | 40,000 |
| 41,197 |
|
Exelon Corp., 4.45%, 4/15/46 | | 20,000 |
| 21,457 |
|
Exelon Generation Co. LLC, 4.25%, 6/15/22 | | 20,000 |
| 21,361 |
|
Exelon Generation Co. LLC, 5.60%, 6/15/42 | | 10,000 |
| 10,517 |
|
FirstEnergy Corp., 2.75%, 3/15/18 | | 20,000 |
| 20,257 |
|
FirstEnergy Corp., 4.25%, 3/15/23 | | 30,000 |
| 31,005 |
|
Florida Power & Light Co., 4.125%, 2/1/42 | | 20,000 |
| 22,617 |
|
Georgia Power Co., 4.30%, 3/15/42 | | 10,000 |
| 10,989 |
|
IPALCO Enterprises, Inc., 5.00%, 5/1/18 | | 40,000 |
| 42,000 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
MidAmerican Energy Co., 4.40%, 10/15/44 | | $ | 20,000 |
| $ | 23,283 |
|
NextEra Energy Capital Holdings, Inc., VRN, 7.30%, 9/1/17 | | 40,000 |
| 38,300 |
|
NiSource Finance Corp., 5.65%, 2/1/45 | | 20,000 |
| 25,247 |
|
Potomac Electric Power Co., 3.60%, 3/15/24 | | 20,000 |
| 21,759 |
|
Progress Energy, Inc., 3.15%, 4/1/22 | | 20,000 |
| 20,841 |
|
Sempra Energy, 2.875%, 10/1/22 | | 40,000 |
| 40,982 |
|
Southern Power Co., 5.15%, 9/15/41 | | 10,000 |
| 10,797 |
|
Virginia Electric & Power Co., 3.45%, 2/15/24 | | 30,000 |
| 32,558 |
|
Virginia Electric & Power Co., 4.45%, 2/15/44 | | 10,000 |
| 11,550 |
|
Xcel Energy, Inc., 4.80%, 9/15/41 | | 10,000 |
| 11,544 |
|
| | | 878,937 |
|
Multiline Retail† | | | |
Macy's Retail Holdings, Inc., 2.875%, 2/15/23 | | 30,000 |
| 28,593 |
|
Oil, Gas and Consumable Fuels — 0.8% | | | |
Anadarko Petroleum Corp., 5.55%, 3/15/26 | | 20,000 |
| 22,137 |
|
Anadarko Petroleum Corp., 6.45%, 9/15/36 | | 20,000 |
| 22,925 |
|
Apache Corp., 4.75%, 4/15/43 | | 20,000 |
| 20,652 |
|
BP Capital Markets plc, 4.50%, 10/1/20 | | 30,000 |
| 33,263 |
|
BP Capital Markets plc, 2.75%, 5/10/23 | | 20,000 |
| 20,228 |
|
Chevron Corp., 2.10%, 5/16/21 | | 40,000 |
| 40,821 |
|
Cimarex Energy Co., 4.375%, 6/1/24 | | 30,000 |
| 31,436 |
|
CNOOC Nexen Finance 2014 ULC, 4.25%, 4/30/24 | | 30,000 |
| 31,867 |
|
Concho Resources, Inc., 7.00%, 1/15/21 | | 50,000 |
| 51,625 |
|
Concho Resources, Inc., 6.50%, 1/15/22 | | 10,000 |
| 10,288 |
|
Concho Resources, Inc., 5.50%, 4/1/23 | | 10,000 |
| 10,075 |
|
ConocoPhillips Holding Co., 6.95%, 4/15/29 | | 10,000 |
| 12,462 |
|
Continental Resources, Inc., 5.00%, 9/15/22 | | 20,000 |
| 19,593 |
|
Ecopetrol SA, 4.125%, 1/16/25 | | 10,000 |
| 9,072 |
|
EOG Resources, Inc., 5.625%, 6/1/19 | | 30,000 |
| 33,169 |
|
EOG Resources, Inc., 4.10%, 2/1/21 | | 20,000 |
| 21,767 |
|
Exxon Mobil Corp., 2.71%, 3/6/25 | | 40,000 |
| 41,833 |
|
Exxon Mobil Corp., 3.04%, 3/1/26 | | 30,000 |
| 31,803 |
|
Hess Corp., 6.00%, 1/15/40 | | 30,000 |
| 31,140 |
|
MPLX LP, 4.875%, 12/1/24(2) | | 20,000 |
| 19,525 |
|
Newfield Exploration Co., 5.75%, 1/30/22 | | 20,000 |
| 20,350 |
|
Noble Energy, Inc., 4.15%, 12/15/21 | | 50,000 |
| 52,641 |
|
Petroleos Mexicanos, 6.00%, 3/5/20 | | 40,000 |
| 43,140 |
|
Petroleos Mexicanos, 4.875%, 1/24/22 | | 70,000 |
| 71,732 |
|
Petroleos Mexicanos, 3.50%, 1/30/23 | | 10,000 |
| 9,497 |
|
Petroleos Mexicanos, 6.625%, 6/15/35 | | 10,000 |
| 10,360 |
|
Phillips 66, 4.30%, 4/1/22 | | 50,000 |
| 54,686 |
|
Shell International Finance BV, 2.375%, 8/21/22 | | 20,000 |
| 20,495 |
|
Shell International Finance BV, 3.25%, 5/11/25 | | 20,000 |
| 21,016 |
|
Shell International Finance BV, 3.625%, 8/21/42 | | 15,000 |
| 14,481 |
|
Statoil ASA, 2.45%, 1/17/23 | | 40,000 |
| 40,549 |
|
Statoil ASA, 3.95%, 5/15/43 | | 20,000 |
| 20,827 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Suburban Propane Partners LP/Suburban Energy Finance Corp., 7.375%, 8/1/21 | | $ | 30,000 |
| $ | 31,237 |
|
Total Capital Canada Ltd., 2.75%, 7/15/23 | | 20,000 |
| 20,584 |
|
Total Capital SA, 2.125%, 8/10/18 | | 20,000 |
| 20,410 |
|
| | | 967,686 |
|
Paper and Forest Products — 0.1% | | | |
Georgia-Pacific LLC, 2.54%, 11/15/19(2) | | 40,000 |
| 40,996 |
|
Georgia-Pacific LLC, 5.40%, 11/1/20(2) | | 60,000 |
| 68,030 |
|
International Paper Co., 6.00%, 11/15/41 | | 10,000 |
| 11,901 |
|
| | | 120,927 |
|
Pharmaceuticals — 0.3% | | | |
Actavis Funding SCS, 3.85%, 6/15/24 | | 34,000 |
| 35,573 |
|
Actavis Funding SCS, 4.55%, 3/15/35 | | 20,000 |
| 20,556 |
|
Actavis, Inc., 1.875%, 10/1/17 | | 40,000 |
| 40,212 |
|
Actavis, Inc., 3.25%, 10/1/22 | | 30,000 |
| 30,810 |
|
Actavis, Inc., 4.625%, 10/1/42 | | 10,000 |
| 10,370 |
|
Forest Laboratories LLC, 4.875%, 2/15/21(2) | | 60,000 |
| 66,672 |
|
GlaxoSmithKline Capital plc, 2.85%, 5/8/22 | | 35,000 |
| 36,863 |
|
Merck & Co., Inc., 2.40%, 9/15/22 | | 70,000 |
| 72,132 |
|
Merck & Co., Inc., 3.70%, 2/10/45 | | 10,000 |
| 10,539 |
|
Roche Holdings, Inc., 3.35%, 9/30/24(2) | | 20,000 |
| 21,731 |
|
| | | 345,458 |
|
Real Estate Investment Trusts (REITs) — 0.4% | | | |
American Tower Corp., 5.05%, 9/1/20 | | 20,000 |
| 22,262 |
|
American Tower Corp., 3.375%, 10/15/26 | | 20,000 |
| 20,157 |
|
Boston Properties LP, 3.65%, 2/1/26 | | 10,000 |
| 10,684 |
|
Crown Castle International Corp., 5.25%, 1/15/23 | | 30,000 |
| 33,781 |
|
Crown Castle International Corp., 4.45%, 2/15/26 | | 10,000 |
| 10,883 |
|
DDR Corp., 4.75%, 4/15/18 | | 50,000 |
| 52,189 |
|
DDR Corp., 3.625%, 2/1/25 | | 20,000 |
| 20,104 |
|
Essex Portfolio LP, 3.625%, 8/15/22 | | 30,000 |
| 31,623 |
|
Essex Portfolio LP, 3.25%, 5/1/23 | | 10,000 |
| 10,251 |
|
Hospitality Properties Trust, 4.65%, 3/15/24 | | 70,000 |
| 71,415 |
|
Host Hotels & Resorts LP, 3.75%, 10/15/23 | | 20,000 |
| 20,185 |
|
Kilroy Realty LP, 3.80%, 1/15/23 | | 30,000 |
| 31,504 |
|
Senior Housing Properties Trust, 4.75%, 5/1/24 | | 30,000 |
| 30,613 |
|
Simon Property Group LP, 3.30%, 1/15/26 | | 20,000 |
| 21,401 |
|
Ventas Realty LP, 4.125%, 1/15/26 | | 20,000 |
| 21,545 |
|
Welltower, Inc., 2.25%, 3/15/18 | | 10,000 |
| 10,107 |
|
Welltower, Inc., 3.75%, 3/15/23 | | 20,000 |
| 20,766 |
|
| | | 439,470 |
|
Road and Rail — 0.2% | | | |
Burlington Northern Santa Fe LLC, 3.60%, 9/1/20 | | 39,000 |
| 41,934 |
|
Burlington Northern Santa Fe LLC, 4.45%, 3/15/43 | | 50,000 |
| 56,096 |
|
Burlington Northern Santa Fe LLC, 4.15%, 4/1/45 | | 10,000 |
| 10,926 |
|
CSX Corp., 4.25%, 6/1/21 | | 20,000 |
| 21,941 |
|
CSX Corp., 3.40%, 8/1/24 | | 30,000 |
| 32,312 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Norfolk Southern Corp., 5.75%, 4/1/18 | | $ | 10,000 |
| $ | 10,774 |
|
Norfolk Southern Corp., 3.25%, 12/1/21 | | 40,000 |
| 42,348 |
|
Penske Truck Leasing Co. LP / PTL Finance Corp., 2.875%, 7/17/18(2) | | 10,000 |
| 10,189 |
|
Penske Truck Leasing Co. LP / PTL Finance Corp., 3.375%, 2/1/22(2) | | 20,000 |
| 20,423 |
|
Union Pacific Corp., 4.00%, 2/1/21 | | 20,000 |
| 22,046 |
|
Union Pacific Corp., 4.75%, 9/15/41 | | 10,000 |
| 11,785 |
|
| | | 280,774 |
|
Semiconductors and Semiconductor Equipment† | | | |
Lam Research Corp., 3.90%, 6/15/26 | | 30,000 |
| 31,622 |
|
Software — 0.3% | | | |
Activision Blizzard, Inc., 5.625%, 9/15/21(2) | | 40,000 |
| 42,000 |
|
Intuit, Inc., 5.75%, 3/15/17 | | 75,000 |
| 77,455 |
|
Microsoft Corp., 2.70%, 2/12/25 | | 30,000 |
| 31,064 |
|
Microsoft Corp., 3.125%, 11/3/25 | | 20,000 |
| 21,439 |
|
Oracle Corp., 2.50%, 10/15/22 | | 25,000 |
| 25,614 |
|
Oracle Corp., 3.625%, 7/15/23 | | 30,000 |
| 32,908 |
|
Oracle Corp., 3.40%, 7/8/24 | | 30,000 |
| 32,193 |
|
Oracle Corp., 4.00%, 7/15/46(3) | | 20,000 |
| 20,204 |
|
| | | 282,877 |
|
Specialty Retail — 0.1% | | | |
Home Depot, Inc. (The), 2.625%, 6/1/22 | | 30,000 |
| 31,426 |
|
Home Depot, Inc. (The), 3.35%, 9/15/25 | | 20,000 |
| 21,832 |
|
Home Depot, Inc. (The), 5.95%, 4/1/41 | | 40,000 |
| 55,353 |
|
United Rentals North America, Inc., 4.625%, 7/15/23 | | 20,000 |
| 20,275 |
|
| | | 128,886 |
|
Technology Hardware, Storage and Peripherals — 0.2% | | | |
Apple, Inc., 1.00%, 5/3/18 | | 30,000 |
| 30,071 |
|
Apple, Inc., 2.85%, 5/6/21 | | 30,000 |
| 31,709 |
|
Apple, Inc., 2.50%, 2/9/25 | | 40,000 |
| 40,696 |
|
Apple, Inc., 4.65%, 2/23/46 | | 20,000 |
| 22,589 |
|
Diamond 1 Finance Corp. / Diamond 2 Finance Corp., 6.02%, 6/15/26(2) | | 50,000 |
| 51,970 |
|
Hewlett Packard Enterprise Co., 3.60%, 10/15/20(2) | | 40,000 |
| 41,796 |
|
Hewlett Packard Enterprise Co., 4.90%, 10/15/25(2) | | 20,000 |
| 20,944 |
|
Seagate HDD Cayman, 4.75%, 6/1/23 | | 40,000 |
| 33,835 |
|
| | | 273,610 |
|
Textiles, Apparel and Luxury Goods — 0.1% | | | |
L Brands, Inc., 6.90%, 7/15/17 | | 20,000 |
| 21,260 |
|
PVH Corp., 4.50%, 12/15/22 | | 30,000 |
| 30,562 |
|
| | | 51,822 |
|
Tobacco — 0.1% | | | |
Altria Group, Inc., 2.85%, 8/9/22 | | 40,000 |
| 41,960 |
|
Philip Morris International, Inc., 4.125%, 5/17/21 | | 40,000 |
| 44,603 |
|
Reynolds American, Inc., 4.45%, 6/12/25 | | 40,000 |
| 44,774 |
|
| | | 131,337 |
|
Wireless Telecommunication Services — 0.1% | | | |
Sprint Communications, Inc., 6.00%, 12/1/16 | | 30,000 |
| 30,262 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Sprint Communications, Inc., 9.00%, 11/15/18(2) | | $ | 40,000 |
| $ | 42,750 |
|
T-Mobile USA, Inc., 6.46%, 4/28/19 | | 40,000 |
| 40,800 |
|
| | | 113,812 |
|
TOTAL CORPORATE BONDS (Cost $14,575,577) | | | 15,241,763 |
|
U.S. TREASURY SECURITIES — 11.2% | | | |
U.S. Treasury Bonds, 3.50%, 2/15/39 | | 270,000 |
| 340,975 |
|
U.S. Treasury Bonds, 4.375%, 11/15/39 | | 360,000 |
| 512,093 |
|
U.S. Treasury Bonds, 3.125%, 11/15/41 | | 50,000 |
| 59,114 |
|
U.S. Treasury Bonds, 2.75%, 11/15/42 | | 650,000 |
| 715,825 |
|
U.S. Treasury Bonds, 2.875%, 5/15/43 | | 450,000 |
| 506,479 |
|
U.S. Treasury Bonds, 3.125%, 8/15/44 | | 270,000 |
| 318,094 |
|
U.S. Treasury Bonds, 3.00%, 11/15/44 | | 180,000 |
| 207,172 |
|
U.S. Treasury Bonds, 2.50%, 2/15/45 | | 220,000 |
| 229,311 |
|
U.S. Treasury Inflation Indexed Notes, 0.125%, 7/15/24 | | 584,431 |
| 591,101 |
|
U.S. Treasury Notes, 0.75%, 10/31/17 | | 550,000 |
| 551,472 |
|
U.S. Treasury Notes, 1.00%, 2/15/18 | | 470,000 |
| 473,204 |
|
U.S. Treasury Notes, 1.00%, 3/15/18 | | 1,950,000 |
| 1,963,825 |
|
U.S. Treasury Notes, 2.625%, 4/30/18 | | 85,000 |
| 88,166 |
|
U.S. Treasury Notes, 1.375%, 9/30/18 | | 350,000 |
| 355,879 |
|
U.S. Treasury Notes, 1.25%, 11/15/18 | | 1,000,000 |
| 1,014,258 |
|
U.S. Treasury Notes, 1.625%, 7/31/19 | | 250,000 |
| 256,812 |
|
U.S. Treasury Notes, 1.50%, 10/31/19(4) | | 1,850,000 |
| 1,893,612 |
|
U.S. Treasury Notes, 1.50%, 11/30/19 | | 450,000 |
| 460,582 |
|
U.S. Treasury Notes, 1.25%, 1/31/20 | | 200,000 |
| 202,984 |
|
U.S. Treasury Notes, 1.375%, 2/29/20 | | 150,000 |
| 152,883 |
|
U.S. Treasury Notes, 1.375%, 3/31/20 | | 200,000 |
| 203,836 |
|
U.S. Treasury Notes, 1.375%, 4/30/20 | | 200,000 |
| 203,836 |
|
U.S. Treasury Notes, 1.75%, 12/31/20 | | 350,000 |
| 362,113 |
|
U.S. Treasury Notes, 2.25%, 4/30/21 | | 850,000 |
| 899,971 |
|
U.S. Treasury Notes, 1.50%, 2/28/23 | | 400,000 |
| 406,016 |
|
TOTAL U.S. TREASURY SECURITIES (Cost $12,335,808) | | | 12,969,613 |
|
U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES(5) — 9.6% | |
Adjustable-Rate U.S. Government Agency Mortgage-Backed Securities — 1.2% | |
FHLMC, VRN, 1.00%, 7/15/16 | | 113,001 |
| 116,269 |
|
FHLMC, VRN, 1.78%, 7/15/16 | | 22,684 |
| 23,095 |
|
FHLMC, VRN, 1.92%, 7/15/16 | | 34,962 |
| 35,597 |
|
FHLMC, VRN, 1.97%, 7/15/16 | | 28,582 |
| 29,509 |
|
FHLMC, VRN, 2.31%, 7/15/16 | | 85,991 |
| 88,582 |
|
FHLMC, VRN, 2.40%, 7/15/16 | | 45,925 |
| 48,670 |
|
FHLMC, VRN, 2.67%, 7/15/16 | | 22,783 |
| 24,164 |
|
FHLMC, VRN, 2.67%, 7/15/16 | | 100,030 |
| 105,955 |
|
FHLMC, VRN, 2.81%, 7/15/16 | | 49,790 |
| 52,570 |
|
FHLMC, VRN, 2.90%, 7/15/16 | | 16,872 |
| 17,853 |
|
FHLMC, VRN, 3.01%, 7/15/16 | | 9,583 |
| 10,079 |
|
FHLMC, VRN, 3.21%, 7/15/16 | | 23,084 |
| 24,333 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
FHLMC, VRN, 3.65%, 7/15/16 | | $ | 18,284 |
| $ | 19,318 |
|
FHLMC, VRN, 4.06%, 7/15/16 | | 24,291 |
| 25,638 |
|
FHLMC, VRN, 4.23%, 7/15/16 | | 31,983 |
| 33,944 |
|
FHLMC, VRN, 4.75%, 7/15/16 | | 14,288 |
| 14,992 |
|
FHLMC, VRN, 5.15%, 7/15/16 | | 9,141 |
| 9,531 |
|
FHLMC, VRN, 5.79%, 7/15/16 | | 35,143 |
| 36,938 |
|
FHLMC, VRN, 5.97%, 7/15/16 | | 24,194 |
| 25,490 |
|
FNMA, VRN, 2.05%, 7/25/16 | | 40,876 |
| 42,300 |
|
FNMA, VRN, 2.39%, 7/25/16 | | 44,715 |
| 46,686 |
|
FNMA, VRN, 2.44%, 7/25/16 | | 112,595 |
| 116,774 |
|
FNMA, VRN, 2.44%, 7/25/16 | | 51,498 |
| 53,564 |
|
FNMA, VRN, 2.44%, 7/25/16 | | 68,244 |
| 71,105 |
|
FNMA, VRN, 2.44%, 7/25/16 | | 48,331 |
| 50,262 |
|
FNMA, VRN, 2.51%, 7/25/16 | | 18,531 |
| 19,520 |
|
FNMA, VRN, 2.52%, 7/25/16 | | 55,720 |
| 59,042 |
|
FNMA, VRN, 2.57%, 7/25/16 | | 14,399 |
| 15,149 |
|
FNMA, VRN, 2.65%, 7/25/16 | | 15,297 |
| 16,147 |
|
FNMA, VRN, 3.35%, 7/25/16 | | 31,093 |
| 32,768 |
|
FNMA, VRN, 3.62%, 7/25/16 | | 37,352 |
| 39,578 |
|
FNMA, VRN, 3.94%, 7/25/16 | | 26,074 |
| 27,467 |
|
FNMA, VRN, 4.79%, 7/25/16 | | 21,201 |
| 22,520 |
|
| | | 1,355,409 |
|
Fixed-Rate U.S. Government Agency Mortgage-Backed Securities — 8.4% | |
FHLMC, 4.50%, 1/1/19 | | 33,949 |
| 34,761 |
|
FHLMC, 6.50%, 1/1/28 | | 3,839 |
| 4,414 |
|
FHLMC, 6.50%, 6/1/29 | | 4,608 |
| 5,298 |
|
FHLMC, 8.00%, 7/1/30 | | 4,686 |
| 5,982 |
|
FHLMC, 5.50%, 12/1/33 | | 104,424 |
| 116,349 |
|
FHLMC, 5.50%, 1/1/38 | | 17,059 |
| 19,059 |
|
FHLMC, 6.00%, 8/1/38 | | 19,118 |
| 21,715 |
|
FHLMC, 6.50%, 7/1/47 | | 2,145 |
| 2,386 |
|
FNMA, 3.50%, 7/14/16(6) | | 900,000 |
| 949,535 |
|
FNMA, 4.00%, 7/14/16(6) | | 846,000 |
| 906,955 |
|
FNMA, 4.50%, 7/14/16(6) | | 225,000 |
| 245,623 |
|
FNMA, 4.50%, 5/1/19 | | 16,650 |
| 17,116 |
|
FNMA, 4.50%, 5/1/19 | | 22,467 |
| 23,111 |
|
FNMA, 6.50%, 1/1/28 | | 4,161 |
| 4,789 |
|
FNMA, 6.50%, 1/1/29 | | 9,330 |
| 11,051 |
|
FNMA, 7.50%, 7/1/29 | | 19,294 |
| 21,120 |
|
FNMA, 7.50%, 9/1/30 | | 4,163 |
| 5,289 |
|
FNMA, 5.00%, 7/1/31 | | 146,008 |
| 162,751 |
|
FNMA, 6.50%, 1/1/32 | | 6,457 |
| 7,436 |
|
FNMA, 5.50%, 6/1/33 | | 29,036 |
| 33,042 |
|
FNMA, 5.50%, 8/1/33 | | 65,249 |
| 73,845 |
|
FNMA, 5.00%, 11/1/33 | | 177,295 |
| 197,976 |
|
FNMA, 5.50%, 1/1/34 | | 60,677 |
| 68,863 |
|
FNMA, 5.00%, 4/1/35 | | 144,402 |
| 160,942 |
|
FNMA, 4.50%, 9/1/35 | | 89,911 |
| 98,421 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
FNMA, 5.00%, 2/1/36 | | $ | 142,512 |
| $ | 158,667 |
|
FNMA, 5.50%, 1/1/37 | | 102,760 |
| 115,861 |
|
FNMA, 5.50%, 2/1/37 | | 24,940 |
| 28,136 |
|
FNMA, 6.00%, 7/1/37 | | 152,031 |
| 175,264 |
|
FNMA, 6.50%, 8/1/37 | | 48,814 |
| 55,080 |
|
FNMA, 5.00%, 4/1/40 | | 229,449 |
| 255,507 |
|
FNMA, 5.00%, 6/1/40 | | 177,277 |
| 197,272 |
|
FNMA, 3.50%, 1/1/41 | | 438,387 |
| 462,723 |
|
FNMA, 4.00%, 1/1/41 | | 660,114 |
| 724,113 |
|
FNMA, 4.00%, 5/1/41 | | 156,754 |
| 168,646 |
|
FNMA, 5.00%, 6/1/41 | | 198,010 |
| 220,700 |
|
FNMA, 4.50%, 7/1/41 | | 193,288 |
| 212,869 |
|
FNMA, 4.50%, 9/1/41 | | 49,999 |
| 54,844 |
|
FNMA, 4.00%, 12/1/41 | | 243,295 |
| 265,504 |
|
FNMA, 4.00%, 1/1/42 | | 71,087 |
| 76,453 |
|
FNMA, 4.00%, 1/1/42 | | 274,893 |
| 295,555 |
|
FNMA, 3.50%, 5/1/42 | | 477,423 |
| 507,660 |
|
FNMA, 3.50%, 6/1/42 | | 107,766 |
| 115,252 |
|
FNMA, 3.50%, 5/1/45 | | 911,533 |
| 966,324 |
|
FNMA, 6.50%, 8/1/47 | | 6,270 |
| 7,025 |
|
FNMA, 6.50%, 8/1/47 | | 2,815 |
| 3,154 |
|
FNMA, 6.50%, 9/1/47 | | 12,908 |
| 14,475 |
|
FNMA, 6.50%, 9/1/47 | | 644 |
| 721 |
|
FNMA, 6.50%, 9/1/47 | | 4,851 |
| 5,436 |
|
FNMA, 6.50%, 9/1/47 | | 7,056 |
| 7,911 |
|
FNMA, 6.50%, 9/1/47 | | 1,883 |
| 2,110 |
|
GNMA, 3.50%, 7/20/16(6) | | 525,000 |
| 557,156 |
|
GNMA, 7.00%, 4/20/26 | | 12,636 |
| 14,475 |
|
GNMA, 7.50%, 8/15/26 | | 8,653 |
| 10,501 |
|
GNMA, 7.00%, 2/15/28 | | 3,560 |
| 3,602 |
|
GNMA, 7.50%, 2/15/28 | | 3,548 |
| 3,606 |
|
GNMA, 6.50%, 5/15/28 | | 669 |
| 764 |
|
GNMA, 6.50%, 5/15/28 | | 1,900 |
| 2,169 |
|
GNMA, 7.00%, 12/15/28 | | 5,408 |
| 5,611 |
|
GNMA, 7.00%, 5/15/31 | | 25,664 |
| 31,771 |
|
GNMA, 5.50%, 11/15/32 | | 65,307 |
| 74,658 |
|
GNMA, 4.50%, 1/15/40 | | 65,043 |
| 71,804 |
|
GNMA, 4.50%, 5/20/41 | | 172,247 |
| 188,153 |
|
GNMA, 4.50%, 6/15/41 | | 87,934 |
| 99,078 |
|
GNMA, 4.00%, 12/15/41 | | 307,542 |
| 331,661 |
|
GNMA, 3.50%, 7/20/42 | | 121,363 |
| 129,369 |
|
| | | 9,819,469 |
|
TOTAL U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES (Cost $10,815,531) | 11,174,878 |
|
COMMERCIAL MORTGAGE-BACKED SECURITIES(5) — 2.0% | | |
Bank of America Merrill Lynch Commercial Mortgage Securities Trust, Series 2012-PARK, Class A SEQ, 2.96%, 12/10/30(2) | | 150,000 |
| 157,365 |
|
Bank of America Merrill Lynch Commercial Mortgage Securities Trust, Series 2014-ICTS, Class A, VRN, 1.24%, 7/15/16(2) | | 125,000 |
| 124,079 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Bank of America Merrill Lynch Commercial Mortgage Securities Trust, Series 2015-200P, Class B, 3.49%, 4/14/33(2) | | $ | 100,000 |
| $ | 103,549 |
|
BLCP Hotel Trust, Series 2014-CLRN, Class A, VRN, 1.39%, 7/15/16(2) | | 216,050 |
| 214,058 |
|
Commercial Mortgage Pass-Through Certificates, Series 2014-BBG, Class A, VRN, 1.24%, 7/15/16(2) | | 150,000 |
| 147,501 |
|
Commercial Mortgage Pass-Through Certificates, Series 2014-CR15, Class AM SEQ, 4.43%, 2/10/47 | | 125,000 |
| 140,541 |
|
Commercial Mortgage Pass-Through Certificates, Series 2014-LC17, Class AM, VRN, 4.19%, 7/1/16 | | 125,000 |
| 138,842 |
|
Commercial Mortgage Pass-Through Certificates, Series 2014-UBS5, Class AM, 4.19%, 9/10/47 | | 125,000 |
| 137,262 |
|
Commercial Mortgage Pass-Through Certificates, Series 2015-CR22, Class AM, VRN, 3.60%, 7/1/16 | | 100,000 |
| 106,338 |
|
Core Industrial Trust, Series 2015-WEST, Class A SEQ, 3.29%, 2/10/37(2) | | 150,000 |
| 159,113 |
|
Irvine Core Office Trust, Series 2013-IRV, Class A2 SEQ, VRN, 3.28%, 7/10/16(2) | | 200,000 |
| 211,927 |
|
JPMBB Commercial Mortgage Securities Trust 2014-C21, Series 2014-C21, Class B, VRN, 4.34%, 7/1/16 | | 75,000 |
| 80,554 |
|
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C16, Class A4, 4.17%, 12/15/46 | | 50,000 |
| 56,404 |
|
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C16, Class AS, 4.52%, 12/15/46 | | 75,000 |
| 84,596 |
|
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2014-CBM, Class A, VRN, 1.34%, 7/15/16(2) | | 150,000 |
| 148,911 |
|
Morgan Stanley Capital I Trust, Series 2014-CPT, Class A SEQ, 3.35%, 7/13/29(2) | | 125,000 |
| 133,013 |
|
Morgan Stanley Capital I Trust, Series 2014-CPT, Class C, VRN, 3.56%, 7/1/16(2) | | 125,000 |
| 126,519 |
|
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Cost $2,189,334) | | 2,270,572 |
|
COLLATERALIZED MORTGAGE OBLIGATIONS(5) — 1.8% | | | |
Private Sponsor Collateralized Mortgage Obligations — 1.7% | | |
ABN Amro Mortgage Corp., Series 2003-4, Class A4, 5.50%, 3/25/33 | | 6,593 |
| 6,695 |
|
Adjustable Rate Mortgage Trust, Series 2004-4, Class 4A1, VRN, 2.91%, 7/1/16 | | 55,367 |
| 54,940 |
|
Banc of America Alternative Loan Trust, Series 2007-2, Class 2A4, 5.75%, 6/25/37 | | 1,203 |
| 993 |
|
Banc of America Mortgage Securities, Inc., Series 2003-G, Class 2A1, VRN, 2.77%, 7/1/16 | | 17,654 |
| 17,497 |
|
Banc of America Mortgage Securities, Inc., Series 2004-E, Class 2A6 SEQ, VRN, 3.34%, 7/1/16 | | 53,429 |
| 52,869 |
|
Banc of America Mortgage Securities, Inc., Series 2005-1, Class 1A15, 5.50%, 2/25/35 | | 15,300 |
| 15,777 |
|
Citigroup Mortgage Loan Trust, Inc., Series 2004-UST1, Class A4, VRN, 2.63%, 7/1/16 | | 66,329 |
| 64,037 |
|
Citigroup Mortgage Loan Trust, Inc., Series 2004-UST1, Class A5, VRN, 2.32%, 7/1/16 | | 42,810 |
| 42,131 |
|
Citigroup Mortgage Loan Trust, Inc., Series 2005-4, Class A, VRN, 2.82%, 7/1/16 | | 14,831 |
| 14,525 |
|
Citigroup Mortgage Loan Trust, Inc., Series 2005-6, Class A2, VRN, 2.76%, 7/1/16 | | 40,745 |
| 40,416 |
|
Countrywide Home Loan Mortgage Pass-Through Trust, Series 2005-17, Class 1A11, 5.50%, 9/25/35 | | 2,246 |
| 2,110 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-AR28, Class 2A1, VRN, 2.71%, 7/1/16 | | $ | 77,744 |
| $ | 75,704 |
|
First Horizon Alternative Mortgage Securities Trust, Series 2004-AA4, Class A1, VRN, 2.70%, 7/1/16 | | 17,894 |
| 17,561 |
|
First Horizon Mortgage Pass-Through Trust, Series 2005-AR3, Class 4A1, VRN, 2.78%, 7/1/16 | | 20,204 |
| 19,473 |
|
GSR Mortgage Loan Trust, Series 2004-7, Class 3A1, VRN, 2.74%, 7/1/16 | | 44,269 |
| 42,965 |
|
GSR Mortgage Loan Trust, Series 2004-AR5, Class 3A3, VRN, 3.06%, 7/1/16 | | 39,352 |
| 39,181 |
|
GSR Mortgage Loan Trust, Series 2005-AR1, Class 3A1, VRN, 2.78%, 7/1/16 | | 57,696 |
| 57,165 |
|
GSR Mortgage Loan Trust, Series 2005-AR6, Class 2A1, VRN, 2.88%, 7/1/16 | | 81,106 |
| 81,627 |
|
GSR Mortgage Loan Trust, Series 2005-AR6, Class 4A5, VRN, 2.87%, 7/1/16 | | 37,575 |
| 37,524 |
|
JPMorgan Mortgage Trust, Series 2005-A4, Class 1A1, VRN, 2.87%, 7/1/16 | | 23,655 |
| 23,240 |
|
JPMorgan Mortgage Trust, Series 2005-A4, Class 2A1, VRN, 3.09%, 7/1/16 | | 13,942 |
| 13,820 |
|
JPMorgan Mortgage Trust, Series 2006-A3, Class 7A1, VRN, 2.96%, 7/1/16 | | 27,400 |
| 27,481 |
|
JPMorgan Mortgage Trust, Series 2013-1, Class 2A2 SEQ, VRN, 2.50%, 7/1/16(2) | | 48,867 |
| 49,581 |
|
MASTR Adjustable Rate Mortgages Trust, Series 2004-13, Class 3A7, VRN, 2.92%, 7/1/16 | | 63,239 |
| 64,486 |
|
Merrill Lynch Mortgage Investors Trust, Series 2005-3, Class 2A, VRN, 2.61%, 7/25/16 | | 30,341 |
| 29,917 |
|
Merrill Lynch Mortgage Investors Trust, Series 2005-A2, Class A1, VRN, 2.65%, 7/1/16 | | 57,772 |
| 56,517 |
|
PHHMC Mortgage Pass-Through Certificates, Series 2007-6, Class A1, VRN, 5.44%, 7/1/16 | | 8,559 |
| 8,527 |
|
Sequoia Mortgage Trust, Series 2012-1, Class 1A1, VRN, 2.87%, 7/1/16 | | 17,457 |
| 17,593 |
|
Sequoia Mortgage Trust, Series 2013-12, Class A1 SEQ, 4.00%, 12/25/43(2) | | 30,297 |
| 31,532 |
|
Structured Adjustable Rate Mortgage Loan Trust, Series 2004-6, Class 3A2, VRN, 2.90%, 7/1/16 | | 18,474 |
| 18,455 |
|
Structured Adjustable Rate Mortgage Loan Trust, Series 2004-8, Class 2A1, VRN, 2.70%, 7/1/16 | | 105,631 |
| 105,010 |
|
Thornburg Mortgage Securities Trust, Series 2004-3, Class A, VRN, 1.19%, 7/25/16 | | 24,837 |
| 22,830 |
|
Towd Point Mortgage Trust, Series 2016-1, Class A1, VRN, 3.50%, 7/1/16(2) | | 92,817 |
| 96,513 |
|
WaMu Mortgage Pass-Through Certificates Trust, Series 2005-AR3, Class A1, VRN, 2.80%, 7/1/16 | | 134,421 |
| 131,314 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2004-K, Class 2A6, VRN, 3.08%, 7/1/16 | | 7,876 |
| 8,169 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2004-S, Class A1, VRN, 2.90%, 7/1/16 | | 30,151 |
| 30,723 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2004-Z, Class 2A2, VRN, 2.85%, 7/1/16 | | 36,349 |
| 36,205 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2005-17, Class 1A1, 5.50%, 1/25/36 | | 21,261 |
| 20,861 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2005-9, Class 2A6, 5.25%, 10/25/35 | | 40,942 |
| 42,098 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Wells Fargo Mortgage-Backed Securities Trust, Series 2005-AR10, Class 1A1, VRN, 2.89%, 7/1/16 | | $ | 97,006 |
| $ | 98,697 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2005-AR10, Class 2A15, VRN, 2.88%, 7/1/16 | | 31,439 |
| 32,426 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2005-AR10, Class 2A17, VRN, 2.88%, 7/1/16 | | 60,849 |
| 61,672 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2005-AR14, Class A1, VRN, 2.81%, 7/1/16 | | 11,641 |
| 11,431 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2005-AR16, Class 3A2, VRN, 2.94%, 7/1/16 | | 26,908 |
| 27,007 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2005-AR2, Class 3A1, VRN, 2.84%, 7/1/16 | | 17,378 |
| 17,496 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2005-AR7, Class 1A1, VRN, 3.09%, 7/1/16 | | 53,219 |
| 53,107 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2006-10, Class A4 SEQ, 6.00%, 8/25/36 | | 32,909 |
| 33,216 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2006-13, Class A5, 6.00%, 10/25/36 | | 23,214 |
| 23,634 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2007-13, Class A1, 6.00%, 9/25/37 | | 20,142 |
| 20,471 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2007-14, Class 2A2, 5.50%, 10/25/22 | | 16,020 |
| 16,468 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2007-16, Class 1A1, 6.00%, 12/28/37 | | 8,194 |
| 8,499 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2007-AR10, Class 1A1, VRN, 6.30%, 7/1/16 | | 22,973 |
| 22,524 |
|
Wells Fargo Mortgage-Backed Securities Trust, Series 2008-1, Class 4A1, 5.75%, 2/25/38 | | 44,555 |
| 46,754 |
|
| | | 1,991,464 |
|
U.S. Government Agency Collateralized Mortgage Obligations — 0.1% | |
FHLMC, Series 2926, Class EW SEQ, 5.00%, 1/15/25 | | 79,904 |
| 87,239 |
|
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $2,087,330) | | | 2,078,703 |
|
ASSET-BACKED SECURITIES(5) — 1.4% | | | |
Avis Budget Rental Car Funding AESOP LLC, Series 2012-2A, Class A SEQ, 2.80%, 5/20/18(2) | | 100,000 |
| 100,936 |
|
Barclays Dryrock Issuance Trust, Series 2014-1, Class A, VRN, 0.80%, 7/15/16 | | 125,000 |
| 125,092 |
|
BMW Floorplan Master Owner Trust, Series 2015-1A, Class A, VRN, 0.94%, 7/15/16(2) | | 125,000 |
| 125,068 |
|
Chesapeake Funding LLC, Series 2014-1A, Class A, VRN, 0.88%, 7/7/16(2) | | 91,451 |
| 91,118 |
|
Dell Equipment Finance Trust, Series 2015-2, Class A2B, VRN, 1.35%, 7/22/16(2) | | 100,000 |
| 100,036 |
|
Enterprise Fleet Financing LLC, Series 2014-1, Class A2 SEQ, 0.87%, 9/20/19(2) | | 20,850 |
| 20,827 |
|
Enterprise Fleet Financing LLC, Series 2015-2, Class A2 SEQ, 1.59%, 2/22/21(2) | | 136,680 |
| 136,884 |
|
Enterprise Fleet Financing LLC, Series 2016-1, Class A2 SEQ, 1.83%, 9/20/21(2) | | 100,000 |
| 100,021 |
|
Hertz Fleet Lease Funding LP, Series 2014-1, Class A, VRN, 0.85%, 7/10/16(2) | | 81,020 |
| 80,814 |
|
Hilton Grand Vacations Trust, Series 2013-A, Class A SEQ, 2.28%, 1/25/26(2) | | 30,158 |
| 30,214 |
|
Hilton Grand Vacations Trust, Series 2014-AA, Class A SEQ, 1.77%, 11/25/26(2) | | 126,628 |
| 124,741 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Invitation Homes Trust, Series 2014-SFR1, Class A, VRN, 1.45%, 7/17/16(2) | | $ | 73,293 |
| $ | 72,235 |
|
MVW Owner Trust, Series 2014-1A, Class A, 2.25%, 9/22/31(2) | | 63,705 |
| 62,743 |
|
MVW Owner Trust, Series 2015-1A, Class A SEQ, 2.52%, 12/20/32(2) | | 78,336 |
| 78,339 |
|
Sierra Timeshare Receivables Funding LLC, Series 2014-1A, Class A SEQ, 2.07%, 3/20/30(2) | | 96,492 |
| 96,308 |
|
Sierra Timeshare Receivables Funding LLC, Series 2015-1A, Class A, 2.40%, 3/22/32(2) | | 60,118 |
| 60,299 |
|
Toyota Auto Receivables Owner Trust, Series 2015-C, Class A2B, VRN, 0.77%, 7/15/16 | | 94,028 |
| 94,054 |
|
US Airways Class A Pass Through Trust, Series 2013-1, Class A, 3.95%, 5/15/27 | | 17,431 |
| 18,411 |
|
Volvo Financial Equipment LLC, Series 2015-1A, Class A2, 0.95%, 11/15/17(2) | | 51,181 |
| 51,158 |
|
TOTAL ASSET-BACKED SECURITIES (Cost $1,571,607) | | | 1,569,298 |
|
U.S. GOVERNMENT AGENCY SECURITIES — 0.6% | | | |
FNMA, 2.125%, 4/24/26 | | 40,000 |
| 41,141 |
|
FNMA, 6.625%, 11/15/30 | | 460,000 |
| 706,350 |
|
TOTAL U.S. GOVERNMENT AGENCY SECURITIES (Cost $666,298) | | | 747,491 |
|
SOVEREIGN GOVERNMENTS AND AGENCIES — 0.6% | | | |
Colombia† | | | |
Colombia Government International Bond, 4.375%, 7/12/21 | | 30,000 |
| 32,325 |
|
Italy† | | | |
Italy Government International Bond, 6.875%, 9/27/23 | | 30,000 |
| 37,800 |
|
Mexico — 0.2% | | | |
Mexico Government International Bond, MTN, 5.95%, 3/19/19 | | 120,000 |
| 134,310 |
|
Mexico Government International Bond, 5.125%, 1/15/20 | | 70,000 |
| 78,015 |
|
Mexico Government International Bond, MTN, 4.75%, 3/8/44 | | 60,000 |
| 64,800 |
|
| | | 277,125 |
|
Peru — 0.1% | | | |
Peruvian Government International Bond, 6.55%, 3/14/37 | | 10,000 |
| 13,525 |
|
Peruvian Government International Bond, 5.625%, 11/18/50 | | 30,000 |
| 37,350 |
|
| | | 50,875 |
|
Poland — 0.1% | | | |
Poland Government International Bond, 5.125%, 4/21/21 | | 35,000 |
| 39,372 |
|
Poland Government International Bond, 3.00%, 3/17/23 | | 10,000 |
| 10,190 |
|
| | | 49,562 |
|
Portugal — 0.2% | | | |
Portugal Obrigacoes do Tesouro OT, 2.875%, 10/15/25(2) | EUR | 200,000 |
| 220,837 |
|
Uruguay† | | | |
Uruguay Government International Bond, 4.125%, 11/20/45 | | $ | 20,000 |
| 18,250 |
|
TOTAL SOVEREIGN GOVERNMENTS AND AGENCIES (Cost $648,536) | | | 686,774 |
|
MUNICIPAL SECURITIES — 0.5% | | | |
Bay Area Toll Authority Rev., 6.92%, 4/1/40 | | 20,000 |
| 29,329 |
|
Los Angeles Community College District GO, 6.68%, 8/1/36 | | 20,000 |
| 28,735 |
|
|
| | | | | | | |
| | Shares/ Principal Amount | Value |
Los Angeles Department of Water & Power Rev., 5.72%, 7/1/39 | | $ | 20,000 |
| $ | 26,534 |
|
Metropolitan Transportation Authority Rev., 6.81%, 11/15/40 | | 15,000 |
| 21,909 |
|
Missouri Highway & Transportation Commission, 5.45%, 5/1/33 | | 20,000 |
| 25,612 |
|
New Jersey Turnpike Authority Rev., 7.41%, 1/1/40 | | 40,000 |
| 62,754 |
|
Ohio Water Development Authority Water Pollution Control Loan Fund Rev., 4.88%, 12/1/34 | | 30,000 |
| 36,292 |
|
Port Authority of New York & New Jersey Rev., 4.46%, 10/1/62 | | 45,000 |
| 51,641 |
|
Rutgers State University of New Jersey Rev., 5.67%, 5/1/40 | | 40,000 |
| 51,342 |
|
Sacramento Municipal Utility District Rev., 6.16%, 5/15/36 | | 25,000 |
| 33,034 |
|
Salt River Project Agricultural Improvement & Power District Rev., 4.84%, 1/1/41 | | 25,000 |
| 32,234 |
|
San Francisco Public Utilities Commission Water Rev., 6.95%, 11/1/50 | | 20,000 |
| 30,447 |
|
Santa Clara Valley Transportation Authority Rev., 5.88%, 4/1/32 | | 30,000 |
| 38,858 |
|
State of California GO, 7.55%, 4/1/39 | | 20,000 |
| 31,730 |
|
State of California GO, 7.30%, 10/1/39 | | 30,000 |
| 45,503 |
|
State of California GO, 7.60%, 11/1/40 | | 5,000 |
| 8,110 |
|
State of Illinois GO, 5.10%, 6/1/33 | | 40,000 |
| 38,526 |
|
State of Oregon Department of Transportation Rev., 5.83%, 11/15/34 | | 20,000 |
| 27,411 |
|
TOTAL MUNICIPAL SECURITIES (Cost $489,787) | | | 620,001 |
|
TEMPORARY CASH INVESTMENTS — 1.7% | | | |
State Street Institutional Liquid Reserves Fund, Premier Class | | 783,948 |
| 783,948 |
|
State Street Institutional U.S. Government Money Market Fund, Premier Class | | 1,204,454 |
| 1,204,454 |
|
TOTAL TEMPORARY CASH INVESTMENTS (Cost $1,988,402) | | | 1,988,402 |
|
TOTAL INVESTMENT SECURITIES — 101.3% (Cost $106,208,398) | | | 117,625,772 |
|
OTHER ASSETS AND LIABILITIES — (1.3)% | | | (1,507,111) |
|
TOTAL NET ASSETS — 100.0% | | | $ | 116,118,661 |
|
|
| | | | | | | | |
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS |
Currency Purchased | Currency Sold | Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) |
EUR | 31,130 | USD | 34,510 | JPMorgan Chase Bank N.A. | 9/21/16 | $ | 135 |
|
USD | 1,650,035 | EUR | 1,474,259 | JPMorgan Chase Bank N.A. | 9/21/16 | 9,343 |
|
| | | | | | $ | 9,478 |
|
|
| | | | | | | | |
FUTURES CONTRACTS |
Contracts Purchased | Expiration Date | Underlying Face Amount at Value | Unrealized Appreciation (Depreciation) |
6 | U.S. Treasury 2-Year Notes | September 2016 | $ | 1,315,969 |
| $ | 8,049 |
|
5 | U.S. Treasury 5-Year Notes | September 2016 | 610,820 |
| 9,793 |
|
| | | $ | 1,926,789 |
| $ | 17,842 |
|
| | | | |
Contracts Sold | Expiration Date | Underlying Face Amount at Value | Unrealized Appreciation (Depreciation) |
1 | U.S. Treasury 10-Year Ultra Notes | September 2016 | $ | 145,672 |
| $ | (3,127 | ) |
|
| | |
NOTES TO SCHEDULE OF INVESTMENTS |
EUR | - | Euro |
FHLMC | - | Federal Home Loan Mortgage Corporation |
FNMA | - | Federal National Mortgage Association |
GNMA | - | Government National Mortgage Association |
GO | - | General Obligation |
MTN | - | Medium Term Note |
SEQ | - | Sequential Payer |
USD | - | United States Dollar |
VRN | - | Variable Rate Note. Interest reset date is indicated. Rate shown is effective at the period end. |
| |
† | Category is less than 0.05% of total net assets. |
| |
(2) | Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration, normally to qualified institutional investors. The aggregate value of these securities at the period end was $4,219,591, which represented 3.6% of total net assets. |
| |
(3) | When-issued security. The issue price and yield are fixed on the date of the commitment, but payment and delivery are scheduled for a future date. |
| |
(4) | Security, or a portion thereof, has been pledged at the custodian bank or with a broker for margin requirements on futures contracts. At the period end, the aggregate value of securities pledged was $11,268. |
| |
(5) | Final maturity date indicated, unless otherwise noted. |
| |
(6) | Forward commitment. Settlement date is indicated. |
See Notes to Financial Statements.
|
|
Statement of Assets and Liabilities |
|
| | | |
JUNE 30, 2016 (UNAUDITED) | |
Assets | |
Investment securities, at value (cost of $106,208,398) | $ | 117,625,772 |
|
Foreign currency holdings, at value (cost of $3,056) | 3,023 |
|
Receivable for investments sold | 12,124 |
|
Receivable for capital shares sold | 1,154,618 |
|
Receivable for variation margin on futures contracts | 1,391 |
|
Unrealized appreciation on forward foreign currency exchange contracts | 9,478 |
|
Dividends and interest receivable | 378,690 |
|
| 119,185,096 |
|
| |
Liabilities | |
Disbursements in excess of demand deposit cash | 799 |
|
Payable for investments purchased | 2,914,153 |
|
Payable for capital shares redeemed | 74,327 |
|
Accrued management fees | 77,125 |
|
Distribution fees payable | 31 |
|
| 3,066,435 |
|
| |
Net Assets | $ | 116,118,661 |
|
| |
Net Assets Consist of: | |
Capital (par value and paid-in surplus) | $ | 104,562,650 |
|
Undistributed net investment income | 20,409 |
|
Undistributed net realized gain | 94,098 |
|
Net unrealized appreciation | 11,441,504 |
|
| $ | 116,118,661 |
|
|
| | | | | | |
| Net Assets | Shares Outstanding | Net Asset Value Per Share |
Class I, $0.01 Par Value |
| $114,392,705 |
| 16,930,084 |
| $6.76 |
Class II, $0.01 Par Value |
| $1,725,956 |
| 255,365 |
| $6.76 |
See Notes to Financial Statements.
|
| | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) | |
Investment Income (Loss) | |
Income: | |
Dividends (net of foreign taxes withheld of $18) | $ | 739,020 |
|
Interest | 691,612 |
|
| 1,430,632 |
|
| |
Expenses: | |
Management fees | 506,540 |
|
Distribution fees - Class II | 37 |
|
Directors' fees and expenses | 1,869 |
|
Other expenses | 182 |
|
| 508,628 |
|
Fees waived | (45,026 | ) |
| 463,602 |
|
| |
Net investment income (loss) | 967,030 |
|
| |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | |
Investment transactions | 599,602 |
|
Futures contract transactions | 146 |
|
Foreign currency transactions | (26,644 | ) |
| 573,104 |
|
| |
Change in net unrealized appreciation (depreciation) on: | |
Investments | 1,697,733 |
|
Futures contracts | 14,715 |
|
Translation of assets and liabilities in foreign currencies | 9,415 |
|
| 1,721,863 |
|
| |
Net realized and unrealized gain (loss) | 2,294,967 |
|
| |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 3,261,997 |
|
See Notes to Financial Statements.
|
|
Statement of Changes in Net Assets |
|
| | | | | | |
SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2015 |
Increase (Decrease) in Net Assets | June 30, 2016 | December 31, 2015 |
Operations | | |
Net investment income (loss) | $ | 967,030 |
| $ | 1,970,974 |
|
Net realized gain (loss) | 573,104 |
| 5,164,570 |
|
Change in net unrealized appreciation (depreciation) | 1,721,863 |
| (10,228,986 | ) |
Net increase (decrease) in net assets resulting from operations | 3,261,997 |
| (3,093,442 | ) |
| | |
Distributions to Shareholders | | |
From net investment income: | | |
Class I | (1,031,622 | ) | (2,144,865 | ) |
Class II | (2,000 | ) | — |
|
From net realized gains: | | |
Class I | (5,081,856 | ) | (11,983,170 | ) |
Decrease in net assets from distributions | (6,115,478 | ) | (14,128,035 | ) |
| | |
Capital Share Transactions | | |
Net increase (decrease) in net assets from capital share transactions (Note 5) | 2,268,990 |
| (4,230,694 | ) |
| | |
Net increase (decrease) in net assets | (584,491 | ) | (21,452,171 | ) |
| | |
Net Assets | | |
Beginning of period | 116,703,152 |
| 138,155,323 |
|
End of period | $ | 116,118,661 |
| $ | 116,703,152 |
|
| | |
Undistributed net investment income | $ | 20,409 |
| $ | 87,001 |
|
See Notes to Financial Statements.
|
|
Notes to Financial Statements |
JUNE 30, 2016 (UNAUDITED)
1. Organization
American Century Variable Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is organized as a Maryland corporation. VP Balanced Fund (the fund) is one fund in a series issued by the corporation. The fund’s investment objective is to seek long-term capital growth and current income by investing approximately 60% of its assets in equity securities and the remainder in bonds and other fixed-income securities.
The fund offers Class I and Class II. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. Sale of Class II commenced on May 2, 2016.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the fund in preparation of its financial statements. The fund is an investment company and follows accounting and reporting guidance in accordance with accounting principles generally accepted in the United States of America. This may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. Management evaluated the impact of events or transactions occurring through the date the financial statements were issued that would merit recognition or disclosure.
Investment Valuations — The fund determines the fair value of its investments and computes its net asset value per share at the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. The Board of Directors has adopted valuation policies and procedures to guide the investment advisor in the fund’s investment valuation process and to provide methodologies for the oversight of the fund’s pricing function.
Equity securities that are listed or traded on a domestic securities exchange are valued at the last reported sales price or at the official closing price as provided by the exchange. Equity securities traded on foreign securities exchanges are generally valued at the closing price of such securities on the exchange where primarily traded or at the close of the NYSE, if that is earlier. If no last sales price is reported, or if local convention or regulation so provides, the mean of the latest bid and asked prices may be used. Securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official closing price. Equity securities initially expressed in local currencies are translated into U.S. dollars at
the mean of the appropriate currency exchange rate at the close of the NYSE as provided by an independent
pricing service.
Fixed income securities are valued at the evaluated mean as provided by independent pricing services or at the mean of the most recent bid and asked prices as provided by investment dealers. Corporate bonds, U.S. Treasury and Government Agency securities, convertible bonds, municipal securities, and sovereign governments and agencies are valued using market models that consider trade data, quotations from dealers and active market makers, relevant yield curve and spread data, creditworthiness, trade data or market information on comparable securities, and other relevant security specific information. Mortgage-related and asset-backed securities are valued based on models that consider trade data, prepayment and default projections, benchmark yield and spread data and estimated cash flows of each tranche of the issuer. Fixed income securities initially expressed in local currencies are translated into U.S. dollars at the mean of the appropriate currency exchange rate at the close of the NYSE as provided by an independent pricing service.
Open-end management investment companies are valued at the reported net asset value per share. Exchange-traded futures contracts are valued at the settlement price as provided by the appropriate clearing corporation. Forward foreign currency exchange contracts are valued at the mean of the appropriate forward exchange rate at the close of the NYSE as provided by an independent pricing service.
If the fund determines that the market price for an investment is not readily available or the valuation methods mentioned above do not reflect an investment’s fair value, such investment is valued as determined in good faith by the Board of Directors or its delegate, in accordance with policies and procedures adopted by the Board of Directors. In its determination of fair value, the fund may review several factors including, but not limited to, market information regarding the specific investment or comparable investments and correlation
with other investment types, futures indices or general market indicators. Circumstances that may cause the fund to use these procedures to value an investment include, but are not limited to: an investment has been declared in default or is distressed; trading in a security has been suspended during the trading day or a security is not actively trading on its principal exchange; prices received from a regular pricing source are deemed unreliable; or there is a foreign market holiday and no trading occurred.
The fund monitors for significant events occurring after the close of an investment’s primary exchange but before the fund’s net asset value per share is determined. Significant events may include, but are not limited to: corporate announcements and transactions; governmental action and political unrest that could impact a specific investment or an investment sector; or armed conflicts, natural disasters and similar events that could affect investments in a specific country or region. The fund also monitors for significant fluctuations between domestic and foreign markets, as evidenced by the U.S. market or such other indicators that the Board of Directors, or its delegate, deems appropriate. If significant fluctuations in foreign markets are identified, the fund may apply a model-derived factor to the closing price of equity securities traded on foreign securities exchanges. The factor is based on observable market data as provided by an independent pricing service.
Security Transactions — Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes.
Investment Income — Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or long-term capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund may estimate the components of distributions received that may be considered nontaxable distributions or long-term capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes paydown gain (loss) and accretion of discounts and amortization of premiums. Inflation adjustments related to inflation-linked debt securities are reflected as interest income.
Foreign Currency Translations — All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. The fund may enter into spot foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of investment securities, dividend and interest income, spot foreign currency exchange contracts, and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Net realized and unrealized foreign currency exchange gains or losses related to investment securities are a component of net realized gain (loss) on investment transactions and change in net unrealized appreciation (depreciation) on investments, respectively.
Forward Commitments — The fund may engage in securities transactions on a forward commitment basis. In these transactions, the securities’ prices and yields are fixed on the date of the commitment. The fund may sell a to-be-announced (TBA) security and at the same time make a commitment to purchase the same security at a future date at a specified price. Conversely, the fund may purchase a TBA security and at the same time make a commitment to sell the same security at a future date at a specified price. These types of transactions are known as “TBA roll” transactions and are accounted for as purchases and sales. The fund will segregate cash, cash equivalents or other appropriate liquid securities on its records in amounts sufficient to meet the purchase price.
Income Tax Status — It is the fund’s policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. The fund files U.S. federal, state, local and non-U.S. tax returns as applicable. The fund's tax returns are subject to examination by the relevant taxing authority until expiration of the applicable statute of limitations, which is generally three years from the date of filing but can be longer in certain jurisdictions. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Multiple Class — All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets.
Segregated Assets — In accordance with the 1940 Act, the fund segregates assets on its books and records to cover certain types of investments, including, but not limited to, futures contracts, forward commitments, when-issued securities, swap agreements and certain forward foreign currency exchange contracts. American Century Investment Management, Inc. (ACIM) (the investment advisor) monitors, on a daily basis, the securities segregated to ensure the fund designates a sufficient amount of liquid assets, marked-to-market daily. The fund may also receive assets or be required to pledge assets at the custodian bank or with a broker for margin requirements on futures contracts, forward commitments and swap agreements.
Distributions to Shareholders — Distributions from net investment income, if any, are generally declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually.
Indemnifications — Under the corporation’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a fund. The risk of material loss from such claims is considered by management to be remote.
3. Fees and Transactions with Related Parties
Certain officers and directors of the corporation are also officers and/or directors of American Century Companies, Inc. (ACC). The corporation’s investment advisor, ACIM, the corporation's distributor, American Century Investment Services, Inc. (ACIS), and the corporation’s transfer agent, American Century Services, LLC, are wholly owned, directly or indirectly, by ACC.
Management Fees — The corporation has entered into a management agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The agreement provides that all expenses of managing and operating the fund, except distribution fees, brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on each class's daily net assets and paid monthly in arrears. The rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account the fund’s assets as well as certain assets, if any, of other clients of the investment advisor outside the American Century Investments family of funds (such as subadvised funds and separate accounts) that have very similar investment teams and investment strategies (strategy assets). The annual management fee schedule ranges from 0.80% to 0.90% for Class I and Class II. From January 1, 2016 through July 31, 2016, the investment advisor agreed to waive 0.08% of the fund's management fee. Effective August 1, 2016, the investment advisor agreed to increase the amount of the waiver from 0.08% to 0.09% of the fund’s management fee. The investment advisor expects this waiver to continue until July 31, 2017 and cannot terminate it prior to such date without the approval of the Board of Directors. The total amount of the waiver for each class for the period ended June 30, 2016 was $45,014 and $12 for Class I and Class II, respectively. The effective annual management fee before waiver for each class for the period ended June 30, 2016 was 0.90%. The effective annual management fee after waiver for each class for the period ended June 30, 2016 was 0.82%.
Distribution Fees — The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay ACIS an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the period ended June 30, 2016 are detailed in the Statement of Operations.
Directors' Fees and Expenses — The Board of Directors is responsible for overseeing the investment advisor’s management and operations of the fund. The directors receive detailed information about the fund and its investment advisor regularly throughout the year, and meet at least quarterly with management of the investment advisor to review reports about fund operations. The fund’s officers do not receive compensation from the fund.
Interfund Transactions — The fund may enter into security transactions with other American Century Investments funds and other client accounts of the investment advisor, in accordance with the 1940 Act rules and procedures adopted by the Board of Directors. The rules and procedures require, among other things, that these transactions be effected at the independent current market price of the security. During the period, the interfund purchases and sales were $116,118,661 and $53,982,861, respectively.
4. Investment Transactions
Purchases of investment securities, excluding short-term investments, for the six months ended June 30, 2016 totaled $53,982,861, of which $20,831,971 represented U.S. Treasury and Government Agency obligations.
Sales of investment securities, excluding short-term investments, for the six months ended June 30, 2016 totaled $58,469,087, of which $22,325,217 represented U.S. Treasury and Government Agency obligations.
5. Capital Share Transactions
Transactions in shares of the fund were as follows:
|
| | | | | | | | | | |
| Six months ended June 30, 2016(1) | Year ended December 31, 2015 |
| Shares | Amount | Shares | Amount |
Class I/Shares Authorized | 150,000,000 |
| | 150,000,000 |
| |
Sold | 723,299 |
| $ | 4,863,551 |
| 1,990,222 |
| $ | 14,796,078 |
|
Issued in reinvestment of distributions | 920,924 |
| 6,113,478 |
| 1,946,658 |
| 14,128,035 |
|
Redeemed | (1,549,548 | ) | (10,422,949 | ) | (4,446,554 | ) | (33,154,807 | ) |
| 94,675 |
| 554,080 |
| (509,674 | ) | (4,230,694 | ) |
Class II/Shares Authorized | 75,000,000 |
| | N/A |
| |
Sold | 255,063 |
| 1,712,910 |
| | |
Issued in reinvestment of distributions | 302 |
| 2,000 |
| | |
| 255,365 |
| 1,714,910 |
| | |
Net increase (decrease) | 350,040 |
| $ | 2,268,990 |
| (509,674 | ) | $ | (4,230,694 | ) |
| |
(1) | May 2, 2016 (commencement of sale) through June 30, 2016 for Class II. |
6. Fair Value Measurements
The fund’s investments valuation process is based on several considerations and may use multiple inputs to determine the fair value of the investments held by the fund. In conformity with accounting principles generally accepted in the United States of America, the inputs used to determine a valuation are classified into three broad levels.
| |
• | Level 1 valuation inputs consist of unadjusted quoted prices in an active market for identical investments. |
| |
• | Level 2 valuation inputs consist of direct or indirect observable market data (including quoted prices for comparable investments, evaluations of subsequent market events, interest rates, prepayment speeds, credit risk, etc.). These inputs also consist of quoted prices for identical investments initially expressed in local currencies that are adjusted through translation into U.S. dollars. |
| |
• | Level 3 valuation inputs consist of unobservable data (including a fund’s own assumptions). |
The level classification is based on the lowest level input that is significant to the fair valuation measurement. The valuation inputs are not necessarily an indication of the risks associated with investing in these securities or other financial instruments. There were no significant transfers between levels during the period.
The following is a summary of the level classifications as of period end. The Schedule of Investments provides additional information on the fund’s portfolio holdings.
|
| | | | | | | | |
| Level 1 | Level 2 | Level 3 |
Assets | | | |
Investment Securities | | | |
Common Stocks | $ | 68,278,277 |
| — |
| — |
|
Corporate Bonds | — |
| $ | 15,241,763 |
| — |
|
U.S. Treasury Securities | — |
| 12,969,613 |
| — |
|
U.S. Government Agency Mortgage-Backed Securities | — |
| 11,174,878 |
| — |
|
Commercial Mortgage-Backed Securities | — |
| 2,270,572 |
| — |
|
Collateralized Mortgage Obligations | — |
| 2,078,703 |
| — |
|
Asset-Backed Securities | — |
| 1,569,298 |
| — |
|
U.S. Government Agency Securities | — |
| 747,491 |
| — |
|
Sovereign Governments and Agencies | — |
| 686,774 |
| — |
|
Municipal Securities | — |
| 620,001 |
| — |
|
Temporary Cash Investments | 1,988,402 |
| — |
| — |
|
| $ | 70,266,679 |
| $ | 47,359,093 |
| — |
|
Other Financial Instruments | | | |
Futures Contracts | $ | 17,842 |
| — |
| — |
|
Forward Foreign Currency Exchange Contracts | — |
| $ | 9,478 |
| — |
|
| $ | 17,842 |
| $ | 9,478 |
| — |
|
| | | |
Liabilities |
Other Financial Instruments | | | |
Futures Contracts | $ | 3,127 |
| — |
| — |
|
7. Derivative Instruments
Foreign Currency Risk — The fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by a fund may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency. A fund may enter into forward foreign currency exchange contracts to reduce a fund's exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by a fund and the resulting unrealized appreciation or depreciation are determined daily. Realized gain or loss is recorded upon the termination of the contract. Net realized and unrealized gains or losses occurring during the holding period of forward foreign currency exchange contracts are a component of net realized gain (loss) on foreign currency transactions and change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies, respectively. A fund bears the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms. The fund's average U.S. dollar exposure to foreign currency risk derivative instruments held during the period was $4,347,748.
Interest Rate Risk — The fund is subject to interest rate risk in the normal course of pursuing its investment objectives. The value of bonds generally declines as interest rates rise. A fund may enter into futures contracts based on a bond index or a specific underlying security. A fund may purchase futures contracts to gain exposure to increases in market value or sell futures contracts to protect against a decline in market value. Upon entering into a futures contract, a fund will segregate cash, cash equivalents or other appropriate liquid securities on its records in amounts sufficient to meet requirements. Subsequent payments (variation margin) are made or received daily, in cash, by a fund. The variation margin is equal to the daily change in the contract value and is recorded as unrealized gains and losses. A fund recognizes a realized gain or loss when the futures contract is closed or expires. Net realized and unrealized gains or losses occurring during the holding period of futures contracts are a component of net realized gain (loss) on futures contract transactions and change in net unrealized appreciation (depreciation) on futures contracts, respectively. One of the risks of entering into futures contracts is the possibility that the change in value of the contract may not correlate with the changes in value of the underlying securities. The fund's average exposure to interest rate risk derivative instruments held during the period was 12 contracts.
Value of Derivative Instruments as of June 30, 2016
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| | | | | | | |
| Asset Derivatives | | Liability Derivatives |
Type of Risk Exposure | Location on Statement of Assets and Liabilities | Value | Location on Statement of Assets and Liabilities | Value |
Foreign Currency Risk | Unrealized appreciation on forward foreign currency exchange contracts | $ | 9,478 |
| Unrealized depreciation on forward foreign currency exchange contracts | — |
|
Interest Rate Risk | Receivable for variation margin on futures contracts* | 1,391 |
| Payable for variation margin on futures contracts* | — |
|
| | $ | 10,869 |
| | — |
|
| |
* | Included in the unrealized appreciation (depreciation) on futures contracts as reported in the Schedule of Investments. |
Effect of Derivative Instruments on the Statement of Operations for the Six Months Ended June 30, 2016
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| | | | | | | | |
| Net Realized Gain (Loss) | Change in Net Unrealized Appreciation (Depreciation) |
Type of Risk Exposure | Location on Statement of Operations | Value | Location on Statement of Operations | Value |
Foreign Currency Risk | Net realized gain (loss) on foreign currency transactions | $ | (42,578 | ) | Change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies | $ | 9,478 |
|
Interest Rate Risk | Net realized gain (loss) on futures contract transactions | 146 |
| Change in net unrealized appreciation (depreciation) on futures contracts | 14,715 |
|
| | $ | (42,432 | ) | | $ | 24,193 |
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8. Risk Factors
There are certain risks involved in investing in foreign securities. These risks include those resulting from
future adverse political, social and economic developments, fluctuations in currency exchange rates, the
possible imposition of exchange controls, and other foreign laws or restrictions.
9. Federal Tax Information
The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
As of June 30, 2016, the components of investments for federal income tax purposes were as follows:
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| | | |
Federal tax cost of investments | $ | 106,650,514 |
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Gross tax appreciation of investments | $ | 13,569,014 |
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Gross tax depreciation of investments | (2,593,756 | ) |
Net tax appreciation (depreciation) of investments | $ | 10,975,258 |
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The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
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For a Share Outstanding Throughout the Years Ended December 31 (except as noted) |
Per-Share Data | | | | | | Ratios and Supplemental Data | |
| | Income From Investment Operations: | Distributions From: | | | Ratio to Average Net Assets of: | | |
| Net Asset Value, Beginning of Period | Net Investment Income (Loss)(1) | Net Realized and Unrealized Gain (Loss) | Total From Investment Operations | Net Investment Income | Net Realized Gains | Total Distributions | Net Asset Value, End of Period | Total Return(2) | Operating Expenses | Operating Expenses (before expense waiver) | Net Investment Income (Loss) | Net Investment Income (Loss) (before expense waiver) | Portfolio Turnover Rate | Net Assets, End of Period (in thousands) |
Class I | | | | | | | | | | | | | | |
2016(3) | $6.93 | 0.06 | 0.14 | 0.20 | (0.06) | (0.31) | (0.37) | $6.76 | 3.07% | 0.82%(4) | 0.90%(4) | 1.72%(4) | 1.64%(4) | 47% |
| $114,393 |
|
2015 | $7.97 | 0.12 | (0.29) | (0.17) | (0.13) | (0.74) | (0.87) | $6.93 | (2.57)% | 0.81% | 0.90% | 1.58% | 1.49% | 95% |
| $116,703 |
|
2014 | $8.08 | 0.11 | 0.62 | 0.73 | (0.12) | (0.72) | (0.84) | $7.97 | 9.85% | 0.86% | 0.90% | 1.47% | 1.43% | 67% |
| $138,155 |
|
2013 | $7.13 | 0.12 | 1.10 | 1.22 | (0.12) | (0.15) | (0.27) | $8.08 | 17.43% | 0.90% | 0.90% | 1.52% | 1.52% | 75% |
| $132,656 |
|
2012 | $6.51 | 0.14 | 0.63 | 0.77 | (0.15) | — | (0.15) | $7.13 | 11.80% | 0.90% | 0.90% | 1.99% | 1.99% | 84% |
| $119,822 |
|
2011 | $6.30 | 0.12 | 0.21 | 0.33 | (0.12) | — | (0.12) | $6.51 | 5.33% | 0.90% | 0.90% | 1.91% | 1.91% | 74% |
| $112,910 |
|
Class II | | | | | | | | | | | | | | |
2016(5) | $6.72 | 0.02 | 0.04 | 0.06 | (0.02) | — | (0.02) | $6.76 | 0.96% | 1.07%(4) | 1.15%(4) | 1.93%(4) | 1.85%(4) | 47%(6) |
| $1,726 |
|
|
| | | | |
Notes to Financial Highlights | | |
| |
(1) | Computed using average shares outstanding throughout the period. |
| |
(2) | Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized. |
| |
(3) | Six months ended June 30, 2016 (unaudited). |
| |
(5) | May 2, 2016 (commencement of sale) through June 30, 2016 (unaudited). |
| |
(6) | Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the six months ended June 30, 2016. |
See Notes to Financial Statements.
|
|
Approval of Management Agreement |
At a meeting held on June 29, 2016, the Fund’s Board of Directors (the "Board") unanimously approved the renewal of the management agreement pursuant to which American Century Investment Management, Inc. (the “Advisor”) acts as the investment advisor for the Fund. Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated, and approved by a majority of a fund’s directors (the “Directors”), including a majority of the independent Directors, each year.
Prior to its consideration of the renewal of the management agreement, the Directors requested and reviewed extensive data and information compiled by the Advisor and certain independent providers of evaluation data concerning the Fund and the services provided to the Fund by the Advisor. This review was in addition to the oversight and evaluation undertaken by the Board and its committees on a continual basis and the information received was supplemental to the extensive information that the Board and its committees receive and consider throughout the year.
In connection with its consideration of the renewal of the management agreement, the Board’s review and evaluation of the services provided by the Advisor included, but was not limited to, the following:
| |
• | the nature, extent, and quality of investment management, shareholder services, and other services provided and to be provided to the Fund; |
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• | the wide range of other programs and services provided and to be provided to the Fund and its shareholders on a routine and non-routine basis; |
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• | the investment performance of the Fund, including data comparing the Fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; |
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• | the cost of owning the Fund compared to the cost of owning similar funds; |
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• | the compliance policies, procedures, and regulatory experience of the Advisor and the Fund's service providers; |
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• | financial data showing the cost of services provided to the Fund, the profitability of the Fund to the Advisor, and the overall profitability of the Advisor; |
| |
• | possible economies of scale associated with the Advisor’s management of the Fund and other accounts under its management; |
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• | data comparing services provided and charges to the Advisor's other investment management clients; |
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• | acquired fund fees and expenses; |
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• | payments by the Fund and the Advisor to financial intermediaries and the nature of services provided; and |
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• | any collateral benefits derived by the Advisor from the management of the Fund. |
In keeping with their practice, the Directors held two in-person meetings and one telephonic meeting to review and discuss the information provided. The independent Directors also had the benefit of the advice of their independent counsel throughout the process.
Factors Considered
The Directors considered all of the information provided by the Advisor, the independent data providers, and independent counsel in connection with the approval. They determined that the information was sufficient for them to evaluate the management agreement for the Fund. In connection with their review, the Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors.
In deciding to renew the management agreement, the Board based its decision on a number of factors, including the following:
Nature, Extent and Quality of Services - Generally. Under the management agreement, the Advisor is responsible for providing or arranging for all services necessary for the operation of the Fund. The Board noted that under the management agreement, the Advisor provides or arranges at its own expense a wide variety of services including:
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• | constructing and designing the Fund |
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• | portfolio research and security selection |
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• | initial capitalization/funding |
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• | daily valuation of the Fund’s portfolio |
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• | shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping, and communications |
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• | legal services (except the independent Directors’ counsel) |
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• | regulatory and portfolio compliance |
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• | marketing and distribution (except amounts paid by the Fund under Rule 12b-1 plans) |
The Board noted that many of these services have expanded over time in terms of both quantity and complexity in response to shareholder demands, competition in the industry, changing distribution channels, and the changing regulatory environment. The Board noted specifically the resources the Advisor has committed to enhancing cybersecurity protections for the benefit of shareholders.
Investment Management Services. The nature of the investment management services provided to the Fund is quite complex and allows Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes by investing in or exchanging among various American Century Investments funds, and liquidity. In evaluating investment performance, the Board expects the Advisor to manage the Fund in accordance with its investment objectives and approved strategies. Further, the Directors recognize that the Advisor has an obligation to monitor trading activities, and in particular to seek the best execution of fund trades, and to evaluate the use of and payment for research. In providing these services, the Advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance, and other systems to conduct their business. The Board, directly and through its Fund Performance Review Committee, provides oversight of the investment performance process. It regularly reviews investment performance information for the Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. The Directors also review detailed performance information provided by the Advisor during the management agreement approval process. If performance concerns are identified, the Fund receives special reviews until performance improves, during which the Board receives a report from the Advisor regarding the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The Fund’s performance was above its benchmark for the five- and ten-year periods and below its benchmark for the one- and three-year periods reviewed by the Board. During the management agreement approval process, the Board discussed the Fund's performance with the Advisor and was satisfied with the efforts being undertaken by the Advisor. The Board found the investment management services provided by the Advisor to the Fund to be satisfactory and consistent with the management agreement.
Shareholder and Other Services. Under the management agreement, the Advisor provides the Fund with a comprehensive package of transfer agency, shareholder, and other services. The Board, directly and through various committees of the Board, regularly reviews reports and evaluations of such services at its regular meetings. These reports include, but are not limited to, information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to Fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. The Board particularly noted the Advisor’s continual efforts to maintain effective business continuity plans and to address cybersecurity threats. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisor. The Board found the services provided by the Advisor to the Fund under the management agreement to be competitive and of high quality.
Costs of Services and Profitability. The Advisor provides detailed information concerning its cost of providing various services to the Fund, its profitability in managing the Fund (pre- and post-distribution), its overall profitability, and its financial condition. The Directors have reviewed with the Advisor the methodology used to prepare this financial information. This information is considered in evaluating the Advisor’s financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The Board concluded that the Advisor’s profits were reasonable in light of the services provided to the Fund.
Ethics. The Board generally considers the Advisor’s commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the Advisor’s practices generally meet or exceed industry best practices.
Economies of Scale. The Board also reviewed information provided by the Advisor regarding the possible existence of economies of scale in connection with the management of the Fund. The Board concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Board concluded that the Advisor is appropriately sharing economies of scale through its competitive fee structure, offering competitive fees from fund inception, and through reinvestment in its business to provide shareholders additional content and services. The Board also noted that economies of scale are shared with the Fund and its shareholders through management fee breakpoints that serve to reduce the effective management fee as the assets of the Fund grow.
Comparison to Other Funds’ Fees. The management agreement provides that the Fund pays the Advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than brokerage expenses, expenses attributable to short sales, taxes, interest, extraordinary expenses, and the fees and expenses of the Fund’s independent Directors (including their independent legal counsel) 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 1940 Act. Under the unified fee structure, the Advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges, and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Board believes the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisor the risk of increased costs of operating the Fund and provides a direct incentive to minimize administrative inefficiencies. Part of the Board’s analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider comparing the Fund’s unified fee to
the total expense ratios of its peers. The unified fee charged to shareholders of the Fund was above the median of the total expense ratios of the Fund’s peer expense universe and was within the range of its peer expense group. The Board and the Advisor agreed to a temporary reduction of the Fund's annual unified management fee of 0.09% (e.g., the Class I unified fee will be reduced from 0.90% to 0.81%), beginning August 1, 2016. The Board concluded that the management fee paid by the Fund to the Advisor under the management agreement is reasonable in light of the services provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisor. The Directors also requested and received information from the Advisor concerning the nature of the services, fees, costs, and profitability of its advisory services to advisory clients other than the Fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the Fund. The Board analyzed this information and concluded that the fees charged and services provided to the Fund were reasonable by comparison.
Payments to Intermediaries. The Directors also requested and received a description of payments made to intermediaries by the Fund and the Advisor. These payments include various payments made by the Fund or the Advisor to different types of intermediaries and recordkeepers for distribution and service activities provided for the Fund. The Board received confirmation from the Advisor that all such payments by the Fund intended for distribution were made pursuant to the Fund's 12b-1 Plan. The Board reviewed such information and found the payments to be reasonable in scope and purpose.
Collateral or “Fall-Out” Benefits Derived by the Advisor. The Board considered the existence of collateral benefits the Advisor may receive as a result of its relationship with the Fund. They concluded that the Advisor’s primary business is managing mutual funds and it generally does not use fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Board noted that additional assets from other clients may offer the Advisor some benefit from increased leverage with service providers and counterparties. Additionally, the Advisor receives proprietary research from broker-dealers that execute fund portfolio transactions, which the Board concluded is likely to benefit other clients of the Advisor, as well as Fund shareholders. The Board also determined that the Advisor is able to provide investment management services to certain clients other than the Fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Board concluded that appropriate allocation methodologies had been employed to assign resources and the cost of those resources to these other clients and, where expressly provided, these other client assets may be included with the assets of the Fund to determine breakpoints in the management fee schedule.
Existing Relationship. The Board also considered whether there was any reason for not continuing the existing arrangement with the Advisor. In this regard, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties, and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Advisor’s industry standing and reputation and in the expectation that the Advisor will have a continuing role in providing advisory services to the Fund.
Conclusion of the Directors. As a result of this process, the Board, including all of the independent Directors, taking into account all of the factors discussed above and the information provided by the Advisor and others in connection with its review and throughout the year, determined that the management fee is fair and reasonable in light of the services provided and that the investment management agreement between the Fund and the Advisor should be renewed.
Proxy Voting Policies
A description of the policies that the fund's investment advisor uses in exercising the voting rights associated with the securities purchased and/or held by the fund is available without charge, upon request, by calling 1-800-378-9878. It is also available on the "About Us" page of American Century Investments’ website at americancentury.com and on the Securities and Exchange Commission’s website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov.
Quarterly Portfolio Disclosure
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878.
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Contact Us | americancentury.com | |
Automated Information Line | 1-800-345-8765 | |
Investment Professional Service Representatives | 1-800-345-6488 | |
Telecommunications Relay Service for the Deaf | 711 | |
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American Century Variable Portfolios, Inc. | |
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Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri | |
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This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. | |
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©2016 American Century Proprietary Holdings, Inc. All rights reserved. CL-SAN-89940 1608 | |
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| Semiannual Report |
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| June 30, 2016 |
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| VP Capital Appreciation Fund |
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Fund Characteristics | |
Shareholder Fee Example | |
Schedule of Investments | |
Statement of Assets and Liabilities | |
Statement of Operations | |
Statement of Changes in Net Assets | |
Notes to Financial Statements | |
Financial Highlights | |
Approval of Management Agreement | |
Additional Information | |
Any opinions expressed in this report reflect those of the author as of the date of the report, and do not necessarily represent the opinions of American Century Investments® or any other person in the American Century Investments organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century Investments disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century Investments funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century Investments fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century Investments by third party vendors. To the best of American Century Investments’ knowledge, such information is accurate at the time of printing.
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JUNE 30, 2016 |
Top Ten Holdings | % of net assets |
Electronic Arts, Inc. | 2.7% |
Newell Brands, Inc. | 2.3% |
Baxter International, Inc. | 2.1% |
Kellogg Co. | 2.1% |
Middleby Corp. (The) | 2.0% |
Zoetis, Inc. | 1.9% |
Teleflex, Inc. | 1.9% |
Ball Corp. | 1.8% |
CoStar Group, Inc. | 1.8% |
Snap-on, Inc. | 1.7% |
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Top Five Industries | % of net assets |
Software | 8.0% |
Health Care Equipment and Supplies | 7.3% |
Specialty Retail | 6.9% |
Machinery | 6.3% |
IT Services | 4.7% |
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Types of Investments in Portfolio | % of net assets |
Common Stocks | 99.1% |
Temporary Cash Investments | 7.9% |
Other Assets and Liabilities | (7.0)%* |
*Amount relates primarily to payable for investments purchased, but not settled, at period end.
Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2016 to June 30, 2016.
Actual Expenses
The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund’s share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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| Beginning Account Value 1/1/16 | Ending Account Value 6/30/16 | Expenses Paid During Period(1) 1/1/16 - 6/30/16 | Annualized Expense Ratio(1) |
Actual | | | | |
Class I (after waiver) | $1,000 | $1,005.70 | $4.94 | 0.99% |
Class I (before waiver) | $1,000 | $1,005.70(2) | $4.99 | 1.00% |
Class II (after waiver) | $1,000 | $1,005.70 | $5.69 | 1.14% |
Class II (before waiver) | $1,000 | $1,005.70(2) | $5.73 | 1.15% |
Hypothetical | | | | |
Class I (after waiver) | $1,000 | $1,019.94 | $4.97 | 0.99% |
Class I (before waiver) | $1,000 | $1,019.89 | $5.02 | 1.00% |
Class II (after waiver) | $1,000 | $1,019.20 | $5.72 | 1.14% |
Class II (before waiver) | $1,000 | $1,019.15 | $5.77 | 1.15% |
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(1) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 182, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. |
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(2) | Ending account value assumes the return earned after waiver and would have been lower if a portion of the fees had not been waived. |
JUNE 30, 2016 (UNAUDITED)
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| Shares | Value |
COMMON STOCKS — 99.1% | | |
Airlines — 0.6% | | |
Spirit Airlines, Inc.(1) | 66,177 | $ | 2,969,362 |
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Auto Components — 1.0% | | |
Delphi Automotive plc | 78,055 | 4,886,243 |
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Automobiles — 0.2% | | |
Tesla Motors, Inc.(1) | 5,258 | 1,116,168 |
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Banks — 1.3% | | |
BankUnited, Inc. | 116,095 | 3,566,439 |
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SVB Financial Group(1) | 27,602 | 2,626,606 |
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| | 6,193,045 |
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Beverages — 2.1% | | |
Constellation Brands, Inc., Class A | 46,181 | 7,638,338 |
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Monster Beverage Corp.(1) | 15,272 | 2,454,363 |
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| | 10,092,701 |
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Biotechnology — 2.8% | | |
BioMarin Pharmaceutical, Inc.(1) | 50,096 | 3,897,469 |
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Incyte Corp.(1) | 51,078 | 4,085,219 |
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Neurocrine Biosciences, Inc.(1) | 57,349 | 2,606,512 |
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Vertex Pharmaceuticals, Inc.(1) | 29,070 | 2,500,601 |
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| | 13,089,801 |
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Building Products — 1.8% | | |
Fortune Brands Home & Security, Inc. | 66,007 | 3,826,426 |
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Lennox International, Inc. | 31,238 | 4,454,539 |
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| | 8,280,965 |
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Capital Markets — 2.6% | | |
Affiliated Managers Group, Inc.(1) | 52,561 | 7,399,012 |
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SEI Investments Co. | 102,490 | 4,930,794 |
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| | 12,329,806 |
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Chemicals — 2.0% | | |
Ashland, Inc. | 23,035 | 2,643,727 |
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Axalta Coating Systems Ltd.(1) | 164,815 | 4,372,542 |
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Scotts Miracle-Gro Co. (The), Class A | 33,736 | 2,358,484 |
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| | 9,374,753 |
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Commercial Services and Supplies — 1.1% | | |
KAR Auction Services, Inc. | 117,947 | 4,923,108 |
|
Construction Materials — 1.0% | | |
Vulcan Materials Co. | 40,321 | 4,853,036 |
|
Consumer Finance — 1.0% | | |
Discover Financial Services | 91,505 | 4,903,753 |
|
Containers and Packaging — 1.8% | | |
Ball Corp. | 118,994 | 8,602,076 |
|
Distributors — 1.4% | | |
LKQ Corp.(1) | 202,925 | 6,432,722 |
|
Diversified Financial Services — 1.5% | | |
S&P Global, Inc. | 67,270 | 7,215,380 |
|
|
| | | | |
| Shares | Value |
Diversified Telecommunication Services — 1.4% | | |
SBA Communications Corp., Class A(1) | 60,427 | $ | 6,522,490 |
|
Electrical Equipment — 1.4% | | |
Acuity Brands, Inc. | 8,186 | 2,029,800 |
|
AMETEK, Inc. | 95,020 | 4,392,775 |
|
| | 6,422,575 |
|
Electronic Equipment, Instruments and Components — 1.1% | | |
CDW Corp. | 83,419 | 3,343,434 |
|
Trimble Navigation Ltd.(1) | 78,565 | 1,913,843 |
|
| | 5,257,277 |
|
Food and Staples Retailing — 1.3% | | |
Costco Wholesale Corp. | 39,201 | 6,156,125 |
|
Food Products — 4.2% | | |
Blue Buffalo Pet Products, Inc.(1) | 99,913 | 2,331,969 |
|
Kellogg Co. | 120,384 | 9,829,354 |
|
Mead Johnson Nutrition Co. | 44,856 | 4,070,682 |
|
TreeHouse Foods, Inc.(1) | 36,819 | 3,779,470 |
|
| | 20,011,475 |
|
Health Care Equipment and Supplies — 7.3% | | |
Baxter International, Inc. | 219,341 | 9,918,600 |
|
DexCom, Inc.(1) | 49,608 | 3,935,403 |
|
Edwards Lifesciences Corp.(1) | 36,192 | 3,609,428 |
|
Nevro Corp.(1) | 13,123 | 967,952 |
|
NuVasive, Inc.(1) | 61,062 | 3,646,623 |
|
Teleflex, Inc. | 50,293 | 8,917,452 |
|
West Pharmaceutical Services, Inc. | 46,291 | 3,512,561 |
|
| | 34,508,019 |
|
Health Care Providers and Services — 2.1% | | |
Universal Health Services, Inc., Class B | 32,189 | 4,316,545 |
|
VCA, Inc.(1) | 80,806 | 5,463,294 |
|
| | 9,779,839 |
|
Hotels, Restaurants and Leisure — 3.2% | | |
Chipotle Mexican Grill, Inc.(1) | 5,671 | 2,284,052 |
|
Hilton Worldwide Holdings, Inc. | 113,938 | 2,567,023 |
|
MGM Resorts International(1) | 201,887 | 4,568,703 |
|
Panera Bread Co., Class A(1) | 14,532 | 3,079,912 |
|
Papa John's International, Inc. | 40,658 | 2,764,744 |
|
| | 15,264,434 |
|
Household Durables — 2.8% | | |
Newell Brands, Inc. | 225,589 | 10,956,858 |
|
Whirlpool Corp. | 14,310 | 2,384,618 |
|
| | 13,341,476 |
|
Internet and Catalog Retail — 0.9% | | |
Expedia, Inc. | 41,657 | 4,428,139 |
|
Internet Software and Services — 2.6% | | |
Akamai Technologies, Inc.(1) | 69,883 | 3,908,556 |
|
CoStar Group, Inc.(1) | 39,139 | 8,558,134 |
|
| | 12,466,690 |
|
IT Services — 4.7% | | |
Alliance Data Systems Corp.(1) | 23,188 | 4,542,993 |
|
Fidelity National Information Services, Inc. | 80,361 | 5,920,998 |
|
|
| | | | |
| Shares | Value |
Sabre Corp. | 183,133 | $ | 4,906,133 |
|
Vantiv, Inc., Class A(1) | 122,386 | 6,927,048 |
|
| | 22,297,172 |
|
Leisure Products — 0.5% | | |
Brunswick Corp. | 55,060 | 2,495,319 |
|
Machinery — 6.3% | | |
Ingersoll-Rand plc | 51,966 | 3,309,195 |
|
ITT, Inc. | 91,450 | 2,924,571 |
|
Middleby Corp. (The)(1) | 81,215 | 9,360,029 |
|
Snap-on, Inc. | 51,293 | 8,095,061 |
|
WABCO Holdings, Inc.(1) | 33,892 | 3,103,490 |
|
Xylem, Inc. | 63,150 | 2,819,648 |
|
| | 29,611,994 |
|
Media — 1.0% | | |
Charter Communications, Inc., Class A(1) | 21,297 | 4,869,346 |
|
Multiline Retail — 2.4% | | |
Dollar General Corp. | 36,891 | 3,467,754 |
|
Dollar Tree, Inc.(1) | 84,522 | 7,965,353 |
|
| | 11,433,107 |
|
Oil, Gas and Consumable Fuels — 1.7% | | |
Concho Resources, Inc.(1) | 44,049 | 5,253,724 |
|
Gulfport Energy Corp.(1) | 72,131 | 2,254,815 |
|
Newfield Exploration Co.(1) | 5,601 | 247,452 |
|
| | 7,755,991 |
|
Pharmaceuticals — 1.9% | | |
Zoetis, Inc. | 188,083 | 8,926,419 |
|
Professional Services — 4.3% | | |
Equifax, Inc. | 50,271 | 6,454,796 |
|
Nielsen Holdings plc | 128,107 | 6,657,721 |
|
Verisk Analytics, Inc., Class A(1) | 89,356 | 7,244,985 |
|
| | 20,357,502 |
|
Real Estate Investment Trusts (REITs) — 2.0% | | |
Crown Castle International Corp. | 37,340 | 3,787,396 |
|
Equinix, Inc. | 14,989 | 5,811,685 |
|
| | 9,599,081 |
|
Road and Rail — 2.9% | | |
Canadian Pacific Railway Ltd., New York Shares | 40,802 | 5,254,890 |
|
J.B. Hunt Transport Services, Inc. | 47,046 | 3,807,433 |
|
Norfolk Southern Corp. | 54,525 | 4,641,713 |
|
| | 13,704,036 |
|
Semiconductors and Semiconductor Equipment — 3.3% | | |
Applied Materials, Inc. | 243,970 | 5,847,961 |
|
Broadcom Ltd. | 41,323 | 6,421,594 |
|
NXP Semiconductors NV(1) | 42,591 | 3,336,579 |
|
| | 15,606,134 |
|
Software — 8.0% | | |
Activision Blizzard, Inc. | 64,273 | 2,547,139 |
|
CDK Global, Inc. | 99,644 | 5,529,245 |
|
Electronic Arts, Inc.(1) | 165,678 | 12,551,765 |
|
Guidewire Software, Inc.(1) | 60,330 | 3,725,981 |
|
ServiceNow, Inc.(1) | 74,328 | 4,935,379 |
|
|
| | | | |
| Shares | Value |
Symantec Corp. | 115,620 | $ | 2,374,835 |
|
Tyler Technologies, Inc.(1) | 35,767 | 5,962,717 |
|
| | 37,627,061 |
|
Specialty Retail — 6.9% | | |
AutoZone, Inc.(1) | 7,448 | 5,912,520 |
|
Burlington Stores, Inc.(1) | 51,181 | 3,414,285 |
|
L Brands, Inc. | 34,373 | 2,307,459 |
|
O'Reilly Automotive, Inc.(1) | 13,580 | 3,681,538 |
|
Ross Stores, Inc. | 91,017 | 5,159,754 |
|
Signet Jewelers Ltd. | 25,539 | 2,104,669 |
|
Tractor Supply Co. | 58,154 | 5,302,482 |
|
Ulta Salon Cosmetics & Fragrance, Inc.(1) | 20,170 | 4,914,219 |
|
| | 32,796,926 |
|
Textiles, Apparel and Luxury Goods — 2.7% | | |
Coach, Inc. | 72,711 | 2,962,246 |
|
lululemon athletica, Inc.(1) | 46,281 | 3,418,314 |
|
Under Armour, Inc., Class A(1) | 83,822 | 3,363,777 |
|
Under Armour, Inc., Class C(1) | 78,908 | 2,872,234 |
|
| | 12,616,571 |
|
TOTAL COMMON STOCKS (Cost $392,277,121) | | 469,118,117 |
|
TEMPORARY CASH INVESTMENTS — 7.9% | | |
Repurchase Agreement, Fixed Income Clearing Corp., (collateralized by various U.S. Treasury obligations, 3.00%, 5/15/45, valued at $37,984,500), at 0.20%, dated 6/30/16, due 7/1/16 (Delivery value $37,239,207) | | 37,239,000 |
|
State Street Institutional Liquid Reserves Fund, Premier Class | 24,348 | 24,348 |
|
TOTAL TEMPORARY CASH INVESTMENTS (Cost $37,263,348) | | 37,263,348 |
|
TOTAL INVESTMENT SECURITIES — 107.0% (Cost $429,540,469) | | 506,381,465 |
|
OTHER ASSETS AND LIABILITIES(2) — (7.0)% | | (33,140,071) |
|
TOTAL NET ASSETS — 100.0% | | $ | 473,241,394 |
|
|
| | | | | | | | |
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS |
Currency Purchased | Currency Sold | Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) |
USD | 4,210,126 | CAD | 5,506,339 | Morgan Stanley | 9/30/16 | $ | (52,599 | ) |
USD | 398,577 | CAD | 517,124 | Morgan Stanley | 9/30/16 | (1,753 | ) |
| | | | | | $ | (54,352 | ) |
|
| | |
NOTES TO SCHEDULE OF INVESTMENTS |
CAD | - | Canadian Dollar |
USD | - | United States Dollar |
| |
(2) | Amount relates primarily to payable for investments purchased, but not settled, at period end. |
See Notes to Financial Statements.
|
|
Statement of Assets and Liabilities |
|
| | | |
JUNE 30, 2016 (UNAUDITED) | |
Assets |
Investment securities, at value (cost of $429,540,469) | $ | 506,381,465 |
|
Cash | 14,871 |
|
Foreign currency holdings, at value (cost of $30,451) | 26,640 |
|
Receivable for investments sold | 3,344,626 |
|
Receivable for capital shares sold | 130,258 |
|
Dividends and interest receivable | 148,834 |
|
| 510,046,694 |
|
| |
Liabilities | |
Payable for investments purchased | 36,152,014 |
|
Payable for capital shares redeemed | 240,753 |
|
Unrealized depreciation on forward foreign currency exchange contracts | 54,352 |
|
Accrued management fees | 357,934 |
|
Distribution fees payable | 247 |
|
| 36,805,300 |
|
| |
Net Assets | $ | 473,241,394 |
|
| |
Net Assets Consist of: | |
Capital (par value and paid-in surplus) | $ | 388,270,380 |
|
Accumulated net investment loss | (174,409 | ) |
Undistributed net realized gain | 8,362,689 |
|
Net unrealized appreciation | 76,782,734 |
|
| $ | 473,241,394 |
|
|
| | | | | | |
| Net Assets | Shares Outstanding | Net Asset Value Per Share |
Class I, $0.01 Par Value |
| $472,022,786 |
| 34,615,847 |
| $13.64 |
Class II, $0.01 Par Value |
| $1,218,608 |
| 89,661 |
| $13.59 |
See Notes to Financial Statements.
|
| | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) |
Investment Income (Loss) |
Income: | |
Dividends (net of foreign taxes withheld of $4,581) | $ | 1,899,188 |
|
Interest | 3,079 |
|
| 1,902,267 |
|
| |
Expenses: | |
Management fees | 2,143,614 |
|
Distribution fees - Class II | 1,274 |
|
Directors' fees and expenses | 7,213 |
|
| 2,152,101 |
|
Fees waived | (21,441 | ) |
| 2,130,660 |
|
| |
Net investment income (loss) | (228,393 | ) |
| |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | |
Investment transactions | 9,558,818 |
|
Foreign currency transactions | (441,124 | ) |
| 9,117,694 |
|
| |
Change in net unrealized appreciation (depreciation) on: | |
Investments | (6,642,581 | ) |
Translation of assets and liabilities in foreign currencies | 187 |
|
| (6,642,394 | ) |
| |
Net realized and unrealized gain (loss) | 2,475,300 |
|
| |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 2,246,907 |
|
See Notes to Financial Statements.
|
|
Statement of Changes in Net Assets |
|
| | | | | | |
SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2015 |
Increase (Decrease) in Net Assets | June 30, 2016 | December 31, 2015 |
Operations | | |
Net investment income (loss) | $ | (228,393 | ) | $ | (1,882,521 | ) |
Net realized gain (loss) | 9,117,694 |
| 44,961,962 |
|
Change in net unrealized appreciation (depreciation) | (6,642,394 | ) | (35,734,109 | ) |
Net increase (decrease) in net assets resulting from operations | 2,246,907 |
| 7,345,332 |
|
| | |
Distributions to Shareholders | | |
From net realized gains: | | |
Class I | (42,862,441 | ) | (31,133,710 | ) |
Class II | (96,788 | ) | (25,303 | ) |
Decrease in net assets from distributions | (42,959,229 | ) | (31,159,013 | ) |
| | |
Capital Share Transactions | | |
Net increase (decrease) in net assets from capital share transactions (Note 5) | 47,160,638 |
| 22,180,060 |
|
| | |
Net increase (decrease) in net assets | 6,448,316 |
| (1,633,621 | ) |
| | |
Net Assets | | |
Beginning of period | 466,793,078 |
| 468,426,699 |
|
End of period | $ | 473,241,394 |
| $ | 466,793,078 |
|
| | |
Accumulated undistributed net investment income (loss) | $ | (174,409 | ) | $ | 53,984 |
|
See Notes to Financial Statements.
|
|
Notes to Financial Statements |
JUNE 30, 2016 (UNAUDITED)
1. Organization
American Century Variable Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is organized as a Maryland corporation. VP Capital Appreciation Fund (the fund) is one fund in a series issued by the corporation. The fund’s investment objective is to seek capital growth.
The fund offers Class I and Class II. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. Class II is charged a lower unified management fee because it has a separate arrangement for distribution services.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the fund in preparation of its financial statements. The fund is an investment company and follows accounting and reporting guidance in accordance with accounting principles generally accepted in the United States of America. This may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. Management evaluated the impact of events or transactions occurring through the date the financial statements were issued that would merit recognition or disclosure.
Investment Valuations — The fund determines the fair value of its investments and computes its net asset value per share at the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. The Board of Directors has adopted valuation policies and procedures to guide the investment advisor in the fund’s investment valuation process and to provide methodologies for the oversight of the fund’s pricing function.
Equity securities that are listed or traded on a domestic securities exchange are valued at the last reported sales price or at the official closing price as provided by the exchange. Equity securities traded on foreign securities exchanges are generally valued at the closing price of such securities on the exchange where primarily traded or at the close of the NYSE, if that is earlier. If no last sales price is reported, or if local convention or regulation so provides, the mean of the latest bid and asked prices may be used. Securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official closing price. Equity securities initially expressed in local currencies are translated into U.S. dollars at the mean of the appropriate currency exchange rate at the close of the NYSE as provided by an independent pricing service.
Open-end management investment companies are valued at the reported net asset value per share. Repurchase agreements are valued at cost, which approximates fair value. Forward foreign currency exchange contracts are valued at the mean of the appropriate forward exchange rate at the close of the NYSE as provided by an independent pricing service.
If the fund determines that the market price for an investment is not readily available or the valuation methods mentioned above do not reflect an investment’s fair value, such investment is valued as determined in good faith by the Board of Directors or its delegate, in accordance with policies and procedures adopted by the Board of Directors. In its determination of fair value, the fund may review several factors including, but not limited to, market information regarding the specific investment or comparable investments and correlation with other investment types, futures indices or general market indicators. Circumstances that may cause the fund to use these procedures to value an investment include, but are not limited to: an investment has been declared in default or is distressed; trading in a security has been suspended during the trading day or a security is not actively trading on its principal exchange; prices received from a regular pricing source are deemed unreliable; or there is a foreign market holiday and no trading occurred.
The fund monitors for significant events occurring after the close of an investment’s primary exchange but before the fund’s net asset value per share is determined. Significant events may include, but are not limited to: corporate announcements and transactions; governmental action and political unrest that could impact a specific investment or an investment sector; or armed conflicts, natural disasters and similar events that could affect investments in a specific country or region. The fund also monitors for significant fluctuations between
domestic and foreign markets, as evidenced by the U.S. market or such other indicators that the Board of Directors, or its delegate, deems appropriate. If significant fluctuations in foreign markets are identified, the fund may apply a model-derived factor to the closing price of equity securities traded on foreign securities exchanges. The factor is based on observable market data as provided by an independent pricing service.
Security Transactions — Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes.
Investment Income — Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or long-term capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund may estimate the components of distributions received that may be considered nontaxable distributions or long-term capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums.
Foreign Currency Translations — All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. The fund may enter into spot foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of investment securities, dividend and interest income, spot foreign currency exchange contracts, and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Net realized and unrealized foreign currency exchange gains or losses related to investment securities are a component of net realized gain (loss) on investment transactions and change in net unrealized appreciation (depreciation) on investments, respectively.
Repurchase Agreements — The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement.
Joint Trading Account — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with certain other funds in the American Century Investments family of funds, may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations.
Income Tax Status — It is the fund’s policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. The fund files U.S. federal, state, local and non-U.S. tax returns as applicable. The fund's tax returns are subject to examination by the relevant taxing authority until expiration of the applicable statute of limitations, which is generally three years from the date of filing but can be longer in certain jurisdictions. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Multiple Class — All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets.
Distributions to Shareholders — Distributions from net investment income and net realized gains, if any, are generally declared and paid annually.
Indemnifications — Under the corporation’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a fund. The risk of material loss from such claims is considered by management to be remote.
3. Fees and Transactions with Related Parties
Certain officers and directors of the corporation are also officers and/or directors of American Century Companies, Inc. (ACC). The corporation’s investment advisor, ACIM, the corporation's distributor, American Century Investment Services, Inc. (ACIS), and the corporation’s transfer agent, American Century Services, LLC, are wholly owned, directly or indirectly, by ACC.
Management Fees — The corporation has entered into a management agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The agreement provides that all expenses of managing and operating the fund, except distribution fees, brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on each class's daily net assets and paid monthly in arrears. The rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account the fund’s assets as well as certain assets, if any, of other clients of the investment advisor outside the American Century Investments family of funds (such as subadvised funds and separate accounts) that have very similar investment teams and investment strategies (strategy assets). The annual management fee schedule ranges from 0.90% to 1.00% for Class I and from 0.80% to 0.90% for Class II. During the six months ended June 30, 2016, the investment advisor agreed to waive 0.01% of the fund's management fee. The investment advisor expects this waiver to continue until July 31, 2017 and cannot terminate it prior to such date without the approval of the Board of Directors. The total amount of the waiver for each class for the six months ended June 30, 2016 was $21,390 and $51 for Class I and Class II, respectively. The effective annual management fee before waiver for each class for the six months ended June 30, 2016 was 1.00% and 0.90% for Class I and Class II, respectively. The effective annual management fee after waiver for each class for the six months ended June 30, 2016 was 0.99% and 0.89% for Class I and Class II, respectively.
Distribution Fees — The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay ACIS an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the six months ended June 30, 2016 are detailed in the Statement of Operations.
Directors' Fees and Expenses — The Board of Directors is responsible for overseeing the investment advisor’s management and operations of the fund. The directors receive detailed information about the fund and its investment advisor regularly throughout the year, and meet at least quarterly with management of the investment advisor to review reports about fund operations. The fund’s officers do not receive compensation from the fund.
Interfund Transactions — The fund may enter into security transactions with other American Century Investments funds and other client accounts of the investment advisor, in accordance with the 1940 Act rules and procedures adopted by the Board of Directors. The rules and procedures require, among other things, that these transactions be effected at the independent current market price of the security. During the period, the interfund purchases and sales were $1,380,681 and $800,879, respectively.
4. Investment Transactions
Purchases and sales of investment securities, excluding short-term investments, for the six months ended June 30, 2016 were $183,476,645 and $176,185,230, respectively.
5. Capital Share Transactions
Transactions in shares of the fund were as follows:
|
| | | | | | | | | | |
| Six months ended June 30, 2016 | Year ended December 31, 2015 |
| Shares | Amount | Shares | Amount |
Class I/Shares Authorized | 150,000,000 |
| | 150,000,000 |
| |
Sold | 3,147,665 |
| $ | 42,383,183 |
| 4,506,159 |
| $ | 71,991,161 |
|
Issued in reinvestment of distributions | 3,289,520 |
| 42,862,441 |
| 1,954,407 |
| 31,133,710 |
|
Redeemed | (2,843,620 | ) | (38,442,179 | ) | (5,216,684 | ) | (81,532,417 | ) |
| 3,593,565 |
| 46,803,445 |
| 1,243,882 |
| 21,592,454 |
|
Class II/Shares Authorized | 25,000,000 |
| | 25,000,000 |
| |
Sold | 28,766 |
| 384,328 |
| 46,437 |
| 711,610 |
|
Issued in reinvestment of distributions | 7,445 |
| 96,788 |
| 1,590 |
| 25,303 |
|
Redeemed | (9,416 | ) | (123,923 | ) | (9,319 | ) | (149,307 | ) |
| 26,795 |
| 357,193 |
| 38,708 |
| 587,606 |
|
Net increase (decrease) | 3,620,360 |
| $ | 47,160,638 |
| 1,282,590 |
| $ | 22,180,060 |
|
6. Fair Value Measurements
The fund’s investments valuation process is based on several considerations and may use multiple inputs to determine the fair value of the investments held by the fund. In conformity with accounting principles generally accepted in the United States of America, the inputs used to determine a valuation are classified into three broad levels.
| |
• | Level 1 valuation inputs consist of unadjusted quoted prices in an active market for identical investments. |
| |
• | Level 2 valuation inputs consist of direct or indirect observable market data (including quoted prices for comparable investments, evaluations of subsequent market events, interest rates, prepayment speeds, credit risk, etc.). These inputs also consist of quoted prices for identical investments initially expressed in local currencies that are adjusted through translation into U.S. dollars. |
| |
• | Level 3 valuation inputs consist of unobservable data (including a fund’s own assumptions). |
The level classification is based on the lowest level input that is significant to the fair valuation measurement. The valuation inputs are not necessarily an indication of the risks associated with investing in these securities or other financial instruments. There were no significant transfers between levels during the period.
The following is a summary of the level classifications as of period end. The Schedule of Investments provides additional information on the fund’s portfolio holdings. |
| | | | | | | | |
| Level 1 | Level 2 | Level 3 |
Assets | | | |
Investment Securities | | | |
Common Stocks | $ | 469,118,117 |
| — |
| — |
|
Temporary Cash Investments | 24,348 |
| $ | 37,239,000 |
| — |
|
| $ | 469,142,465 |
| $ | 37,239,000 |
| — |
|
| | | |
Liabilities | | | |
Other Financial Instruments | | | |
Forward Foreign Currency Exchange Contracts | — |
| $ | 54,352 |
| — |
|
7. Derivative Instruments
Foreign Currency Risk — The fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by a fund may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency. A fund may enter into forward foreign currency exchange contracts to reduce a fund's exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by a fund and the resulting unrealized appreciation or depreciation are determined daily. Realized gain or loss is recorded upon the termination of the contract. Net realized and unrealized gains or losses occurring during the holding period of forward foreign currency exchange contracts are a component of net realized gain (loss) on foreign currency transactions and change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies, respectively. A fund bears the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms. The fund's average U.S. dollar exposure to foreign currency risk derivative instruments held during the period was $7,549,414.
The value of foreign currency risk derivative instruments as of June 30, 2016, is disclosed on the Statement of Assets and Liabilities as a liability of $54,352 in unrealized depreciation on forward foreign currency exchange contracts. For the six months ended June 30, 2016, the effect of foreign currency risk derivative instruments on the Statement of Operations was $(441,306) in net realized gain (loss) on foreign currency transactions and $(368) in change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies.
8. Risk Factors
The fund invests in common stocks of small companies. Because of this, the fund may be subject to greater risk and market fluctuations than a fund investing in larger, more established companies.
9. Federal Tax Information
The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
As of June 30, 2016, the components of investments for federal income tax purposes were as follows:
|
| | | |
Federal tax cost of investments | $ | 430,437,223 |
|
Gross tax appreciation of investments | $ | 88,746,931 |
|
Gross tax depreciation of investments | (12,802,689 | ) |
Net tax appreciation (depreciation) of investments | $ | 75,944,242 |
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
|
| | | | | | | | | | | | | | | |
For a Share Outstanding Throughout the Years Ended December 31 (except as noted) | | | | | | | |
Per-Share Data | | | | | Ratios and Supplemental Data |
| | Income From Investment Operations: | | | | Ratio to Average Net Assets of: | | |
| Net Asset Value, Beginning of Period | Net Investment Income (Loss)(1) | Net Realized and Unrealized Gain (Loss) | Total From Investment Operations | Distributions From Net Realized Gains | Net Asset Value, End of Period | Total Return(2) | Operating Expenses | Operating Expenses (before expense waiver) | Net Investment Income (Loss) | Net Investment Income (Loss) (before expense waiver) | Portfolio Turnover Rate | Net Assets, End of Period (in thousands) |
Class I | | | | | | | | | | | | | |
2016(3) | $15.02 | (0.01) | 0.05 | 0.04 | (1.42) | $13.64 | 0.57% | 0.99%(4) | 1.00%(4) | (0.10)%(4) | (0.11)%(4) | 40% |
| $472,023 |
|
2015 | $15.72 | (0.06) | 0.42 | 0.36 | (1.06) | $15.02 | 1.93% | 1.00% | 1.00% | (0.38)% | (0.38)% | 72% |
| $465,851 |
|
2014 | $18.28 | (0.08) | 1.27 | 1.19 | (3.75) | $15.72 | 8.14% | 1.00% | 1.00% | (0.50)% | (0.50)% | 68% |
| $468,047 |
|
2013 | $14.54 | (0.08) | 4.45 | 4.37 | (0.63) | $18.28 | 30.92% | 1.00% | 1.00% | (0.49)% | (0.49)% | 72% |
| $443,588 |
|
2012 | $13.22 | (0.01) | 2.15 | 2.14 | (0.82) | $14.54 | 16.00% | 1.00% | 1.00% | (0.04)% | (0.04)% | 74% |
| $360,445 |
|
2011 | $14.14 | (0.05) | (0.87) | (0.92) | — | $13.22 | (6.51)% | 1.00% | 1.00% | (0.39)% | (0.39)% | 98% |
| $313,784 |
|
Class II | | | | | | | | | | | | | |
2016(3) | $14.98 | (0.02) | 0.05 | 0.03 | (1.42) | $13.59 | 0.57% | 1.14%(4) | 1.15%(4) | (0.25)%(4) | (0.26)%(4) | 40% |
| $1,219 |
|
2015 | $15.71 | (0.08) | 0.41 | 0.33 | (1.06) | $14.98 | 1.73% | 1.15% | 1.15% | (0.53)% | (0.53)% | 72% |
| $942 |
|
2014(5) | $14.18 | (0.06) | 1.59 | 1.53 | — | $15.71 | 10.79% | 1.15%(4) | 1.15%(4) | (0.61)%(4) | (0.61)%(4) | 68%(6) |
| $379 |
|
|
|
Notes to Financial Highlights |
| |
(1) | Computed using average shares outstanding throughout the period. |
| |
(2) | Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized. |
| |
(3) | Six months ended June 30, 2016 (unaudited). |
| |
(5) | April 25, 2014 (commencement of sale) through December 31, 2014. |
| |
(6) | Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended December 31, 2014. |
See Notes to Financial Statements.
|
|
Approval of Management Agreement |
At a meeting held on June 29, 2016, the Fund’s Board of Directors (the "Board") unanimously approved the renewal of the management agreement pursuant to which American Century Investment Management, Inc. (the “Advisor”) acts as the investment advisor for the Fund. Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated, and approved by a majority of a fund’s directors (the “Directors”), including a majority of the independent Directors, each year.
Prior to its consideration of the renewal of the management agreement, the Directors requested and reviewed extensive data and information compiled by the Advisor and certain independent providers of evaluation data concerning the Fund and the services provided to the Fund by the Advisor. This review was in addition to the oversight and evaluation undertaken by the Board and its committees on a continual basis and the information received was supplemental to the extensive information that the Board and its committees receive and consider throughout the year.
In connection with its consideration of the renewal of the management agreement, the Board’s review and evaluation of the services provided by the Advisor included, but was not limited to, the following:
| |
• | the nature, extent, and quality of investment management, shareholder services, and other services provided and to be provided to the Fund; |
| |
• | the wide range of other programs and services provided and to be provided to the Fund and its shareholders on a routine and non-routine basis; |
| |
• | the investment performance of the Fund, including data comparing the Fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; |
| |
• | the cost of owning the Fund compared to the cost of owning similar funds; |
| |
• | the compliance policies, procedures, and regulatory experience of the Advisor and the Fund's service providers; |
| |
• | financial data showing the cost of services provided to the Fund, the profitability of the Fund to the Advisor, and the overall profitability of the Advisor; |
| |
• | possible economies of scale associated with the Advisor’s management of the Fund and other accounts under its management; |
| |
• | data comparing services provided and charges to the Advisor's other investment management clients; |
| |
• | acquired fund fees and expenses; |
| |
• | payments by the Fund and the Advisor to financial intermediaries and the nature of services provided; and |
| |
• | any collateral benefits derived by the Advisor from the management of the Fund. |
In keeping with their practice, the Directors held two in-person meetings and one telephonic meeting to review and discuss the information provided. The independent Directors also had the benefit of the advice of their independent counsel throughout the process.
Factors Considered
The Directors considered all of the information provided by the Advisor, the independent data providers, and independent counsel in connection with the approval. They determined that the information was sufficient for them to evaluate the management agreement for the Fund. In connection with their review, the Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors.
In deciding to renew the management agreement, the Board based its decision on a number of factors, including the following:
Nature, Extent and Quality of Services - Generally. Under the management agreement, the Advisor is responsible for providing or arranging for all services necessary for the operation of the Fund. The Board noted that under the management agreement, the Advisor provides or arranges at its own expense a wide variety of services including:
| |
• | constructing and designing the Fund |
| |
• | portfolio research and security selection |
| |
• | initial capitalization/funding |
| |
• | daily valuation of the Fund’s portfolio |
| |
• | shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping, and communications |
| |
• | legal services (except the independent Directors’ counsel) |
| |
• | regulatory and portfolio compliance |
| |
• | marketing and distribution (except amounts paid by the Fund under Rule 12b-1 plans) |
The Board noted that many of these services have expanded over time in terms of both quantity and complexity in response to shareholder demands, competition in the industry, changing distribution channels, and the changing regulatory environment. The Board noted specifically the resources the Advisor has committed to enhancing cybersecurity protections for the benefit of shareholders.
Investment Management Services. The nature of the investment management services provided to the Fund is quite complex and allows Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes by investing in or exchanging among various American Century Investments funds, and liquidity. In evaluating investment performance, the Board expects the Advisor to manage the Fund in accordance with its investment objectives and approved strategies. Further, the Directors recognize that the Advisor has an obligation to monitor trading activities, and in particular to seek the best execution of fund trades, and to evaluate the use of and payment for research. In providing these services, the Advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance, and other systems to conduct their business. The Board, directly and through its Fund Performance Review Committee, provides oversight of the investment performance process. It regularly reviews investment performance information for the Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. The Directors also review detailed performance information provided by the Advisor during the management agreement approval process. If performance concerns are identified, the Fund receives special reviews until performance improves, during which the Board receives a report from the Advisor regarding the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The Fund’s performance was above its benchmark for the one- and ten-year periods and below its benchmark for the three- and five-year periods reviewed by the Board. During the management agreement approval process, the Board discussed the Fund's performance with the Advisor and was satisfied with the efforts being undertaken by the Advisor. The Board found the investment management services provided by the Advisor to the Fund to be satisfactory and consistent with the management agreement.
Shareholder and Other Services. Under the management agreement, the Advisor provides the Fund with a comprehensive package of transfer agency, shareholder, and other services. The Board, directly and through various committees of the Board, regularly reviews reports and evaluations of such services at its regular meetings. These reports include, but are not limited to, information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to Fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. The Board particularly noted the Advisor’s continual efforts to maintain effective business continuity plans and to address cybersecurity threats. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisor. The Board found the services provided by the Advisor to the Fund under the management agreement to be competitive and of high quality.
Costs of Services and Profitability. The Advisor provides detailed information concerning its cost of providing various services to the Fund, its profitability in managing the Fund (pre- and post-distribution), its overall profitability, and its financial condition. The Directors have reviewed with the Advisor the methodology used to prepare this financial information. This information is considered in evaluating the Advisor’s financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The Board concluded that the Advisor’s profits were reasonable in light of the services provided to the Fund.
Ethics. The Board generally considers the Advisor’s commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the Advisor’s practices generally meet or exceed industry best practices.
Economies of Scale. The Board also reviewed information provided by the Advisor regarding the possible existence of economies of scale in connection with the management of the Fund. The Board concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Board concluded that the Advisor is appropriately sharing economies of scale through its competitive fee structure, offering competitive fees from fund inception, and through reinvestment in its business to provide shareholders additional content and services. The Board also noted that economies of scale are shared with the Fund and its shareholders through management fee breakpoints that serve to reduce the effective management fee as the assets of the Fund grow.
Comparison to Other Funds’ Fees. The management agreement provides that the Fund pays the Advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than brokerage expenses, expenses attributable to short sales, taxes, interest, extraordinary expenses, and the fees and expenses of the Fund’s independent Directors (including their independent legal counsel) 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 1940 Act. Under the unified fee structure, the Advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges, and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Board believes the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisor the risk of increased costs of operating the Fund and provides a direct incentive to minimize administrative inefficiencies. Part of the Board’s analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider comparing the Fund’s unified fee to
the total expense ratios of its peers. The unified fee charged to shareholders of the Fund was above the median of the total expense ratios of the Fund’s peer expense universe and was within the range of its peer expense group. The Board and the Advisor agreed to a temporary reduction of the Fund's annual unified management fee of 0.01% (e.g., the Class I unified fee will be reduced from 1.00% to 0.99%), beginning August 1, 2016. The Board concluded that the management fee paid by the Fund to the Advisor under the management agreement is reasonable in light of the services provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisor. The Directors also requested and received information from the Advisor concerning the nature of the services, fees, costs, and profitability of its advisory services to advisory clients other than the Fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the Fund. The Board analyzed this information and concluded that the fees charged and services provided to the Fund were reasonable by comparison.
Payments to Intermediaries. The Directors also requested and received a description of payments made to intermediaries by the Fund and the Advisor. These payments include various payments made by the Fund or the Advisor to different types of intermediaries and recordkeepers for distribution and service activities provided for the Fund. The Board received confirmation from the Advisor that all such payments by the Fund intended for distribution were made pursuant to the Fund's 12b-1 Plan. The Board reviewed such information and found the payments to be reasonable in scope and purpose.
Collateral or “Fall-Out” Benefits Derived by the Advisor. The Board considered the existence of collateral benefits the Advisor may receive as a result of its relationship with the Fund. They concluded that the Advisor’s primary business is managing mutual funds and it generally does not use fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Board noted that additional assets from other clients may offer the Advisor some benefit from increased leverage with service providers and counterparties. Additionally, the Advisor receives proprietary research from broker-dealers that execute fund portfolio transactions, which the Board concluded is likely to benefit other clients of the Advisor, as well as Fund shareholders. The Board also determined that the Advisor is able to provide investment management services to certain clients other than the Fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Board concluded that appropriate allocation methodologies had been employed to assign resources and the cost of those resources to these other clients and, where expressly provided, these other client assets may be included with the assets of the Fund to determine breakpoints in the management fee schedule.
Existing Relationship. The Board also considered whether there was any reason for not continuing the existing arrangement with the Advisor. In this regard, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties, and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Advisor’s industry standing and reputation and in the expectation that the Advisor will have a continuing role in providing advisory services to the Fund.
Conclusion of the Directors. As a result of this process, the Board, including all of the independent Directors, taking into account all of the factors discussed above and the information provided by the Advisor and others in connection with its review and throughout the year, determined that the management fee is fair and reasonable in light of the services provided and that the investment management agreement between the Fund and the Advisor should be renewed.
Proxy Voting Policies
A description of the policies that the fund's investment advisor uses in exercising the voting rights associated with the securities purchased and/or held by the fund is available without charge, upon request, by calling 1-800-378-9878. It is also available on the "About Us" page of American Century Investments’ website at americancentury.com and on the Securities and Exchange Commission’s website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov.
Quarterly Portfolio Disclosure
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878.
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Contact Us | americancentury.com | |
Automated Information Line | 1-800-345-8765 | |
Investment Professional Service Representatives | 1-800-345-6488 | |
Telecommunications Relay Service for the Deaf | 711 | |
| | |
American Century Variable Portfolios, Inc. | |
| | |
Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri | |
| | |
This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. | |
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©2016 American Century Proprietary Holdings, Inc. All rights reserved. CL-SAN-89943 1608 | |
|
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| Semiannual Report |
| |
| June 30, 2016 |
| |
| VP Growth Fund |
|
| |
Fund Characteristics | |
Shareholder Fee Example | |
Schedule of Investments | |
Statement of Assets and Liabilities | |
Statement of Operations | |
Statement of Changes in Net Assets | |
Notes to Financial Statements | |
Financial Highlights | |
Approval of Management Agreement | |
Additional Information | |
Any opinions expressed in this report reflect those of the author as of the date of the report, and do not necessarily represent the opinions of American Century Investments® or any other person in the American Century Investments organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century Investments disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century Investments funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century Investments fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century Investments by third party vendors. To the best of American Century Investments’ knowledge, such information is accurate at the time of printing.
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JUNE 30, 2016 |
Top Ten Holdings | % of net assets |
Alphabet, Inc., Class A | 5.8% |
Visa, Inc., Class A | 4.2% |
Amazon.com, Inc. | 3.8% |
Apple, Inc. | 3.6% |
PepsiCo, Inc. | 3.4% |
Comcast Corp., Class A | 3.0% |
Microsoft Corp. | 2.9% |
O'Reilly Automotive, Inc. | 2.7% |
Facebook, Inc., Class A | 2.4% |
Bristol-Myers Squibb Co. | 2.2% |
| |
Top Five Industries | % of net assets |
Internet Software and Services | 8.7% |
Software | 8.5% |
Specialty Retail | 6.8% |
IT Services | 5.8% |
Internet and Catalog Retail | 5.6% |
| |
Types of Investments in Portfolio | % of net assets |
Common Stocks | 98.9% |
Exchange-Traded Funds | 0.8% |
Total Equity Exposure | 99.7% |
Temporary Cash Investments | 2.0% |
Other Assets and Liabilities | (1.7)% |
Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2016 to June 30, 2016.
Actual Expenses
The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund’s share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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| Beginning Account Value 1/1/16 | Ending Account Value 6/30/16 | Expenses Paid During Period(1) 1/1/16 - 6/30/16 | Annualized Expense Ratio(1) |
Actual | | | | |
Class I (after waiver) | $1,000 | $995.60 | $4.27 | 0.86% |
Class I (before waiver) | $1,000 | $995.60(2) | $5.01 | 1.01% |
Class II (after waiver) | $1,000 | $994.00 | $5.01 | 1.01% |
Class II (before waiver) | $1,000 | $994.00(2) | $5.75 | 1.16% |
Hypothetical | | | | |
Class I (after waiver) | $1,000 | $1,020.59 | $4.32 | 0.86% |
Class I (before waiver) | $1,000 | $1,019.84 | $5.07 | 1.01% |
Class II (after waiver) | $1,000 | $1,019.84 | $5.07 | 1.01% |
Class II (before waiver) | $1,000 | $1,019.10 | $5.82 | 1.16% |
| |
(1) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 182, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. |
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(2) | Ending account value assumes the return earned after waiver and would have been lower if a portion of the fees had not been waived. |
JUNE 30, 2016 (UNAUDITED)
|
| | | | |
| Shares | Value |
COMMON STOCKS — 98.9% | | |
Aerospace and Defense — 3.9% | | |
Boeing Co. (The) | 821 | $ | 106,623 |
|
Lockheed Martin Corp. | 536 | 133,019 |
|
| | 239,642 |
|
Airlines — 0.9% | | |
Delta Air Lines, Inc. | 1,487 | 54,171 |
|
Beverages — 3.4% | | |
PepsiCo, Inc. | 1,961 | 207,748 |
|
Biotechnology — 5.6% | | |
Amgen, Inc. | 784 | 119,286 |
|
Biogen, Inc.(1) | 299 | 72,304 |
|
Gilead Sciences, Inc. | 1,056 | 88,092 |
|
Incyte Corp.(1) | 249 | 19,915 |
|
Regeneron Pharmaceuticals, Inc.(1) | 115 | 40,161 |
|
| | 339,758 |
|
Capital Markets — 0.6% | | |
Charles Schwab Corp. (The) | 1,437 | 36,371 |
|
Chemicals — 4.2% | | |
Dow Chemical Co. (The) | 1,582 | 78,641 |
|
LyondellBasell Industries NV, Class A | 495 | 36,838 |
|
PPG Industries, Inc. | 488 | 50,825 |
|
Sherwin-Williams Co. (The) | 301 | 88,395 |
|
| | 254,699 |
|
Communications Equipment — 0.2% | | |
Cisco Systems, Inc. | 452 | 12,968 |
|
Consumer Finance — 0.7% | | |
American Express Co. | 683 | 41,499 |
|
Electronic Equipment, Instruments and Components — 0.5% | | |
CDW Corp. | 706 | 28,297 |
|
Energy Equipment and Services — 1.0% | | |
Halliburton Co. | 1,360 | 61,594 |
|
Food and Staples Retailing — 1.3% | | |
Kroger Co. (The) | 2,137 | 78,620 |
|
Food Products — 0.4% | | |
Mead Johnson Nutrition Co. | 243 | 22,052 |
|
Health Care Equipment and Supplies — 2.6% | | |
C.R. Bard, Inc. | 194 | 45,621 |
|
Cooper Cos., Inc. (The) | 170 | 29,167 |
|
Edwards Lifesciences Corp.(1) | 551 | 54,951 |
|
Intuitive Surgical, Inc.(1) | 46 | 30,425 |
|
| | 160,164 |
|
Health Care Providers and Services — 2.8% | | |
Cardinal Health, Inc. | 900 | 70,209 |
|
Express Scripts Holding Co.(1) | 834 | 63,217 |
|
VCA, Inc.(1) | 522 | 35,293 |
|
| | 168,719 |
|
|
| | | | |
| Shares | Value |
Health Care Technology — 0.9% | | |
Cerner Corp.(1) | 896 | $ | 52,506 |
|
Hotels, Restaurants and Leisure — 0.4% | | |
Las Vegas Sands Corp. | 529 | 23,006 |
|
Household Products — 1.7% | | |
Church & Dwight Co., Inc. | 318 | 32,719 |
|
Procter & Gamble Co. (The) | 830 | 70,276 |
|
| | 102,995 |
|
Industrial Conglomerates — 2.0% | | |
3M Co. | 703 | 123,109 |
|
Insurance — 0.5% | | |
American International Group, Inc. | 608 | 32,157 |
|
Internet and Catalog Retail — 5.6% | | |
Amazon.com, Inc.(1) | 321 | 229,714 |
|
Expedia, Inc. | 670 | 71,221 |
|
TripAdvisor, Inc.(1) | 638 | 41,023 |
|
| | 341,958 |
|
Internet Software and Services — 8.7% | | |
Alphabet, Inc., Class A(1) | 498 | 350,358 |
|
eBay, Inc.(1) | 1,331 | 31,159 |
|
Facebook, Inc., Class A(1) | 1,284 | 146,735 |
|
| | 528,252 |
|
IT Services — 5.8% | | |
Cognizant Technology Solutions Corp., Class A(1) | 406 | 23,239 |
|
Fiserv, Inc.(1) | 697 | 75,785 |
|
Visa, Inc., Class A | 3,413 | 253,142 |
|
| | 352,166 |
|
Life Sciences Tools and Services — 1.3% | | |
Agilent Technologies, Inc. | 971 | 43,074 |
|
Illumina, Inc.(1) | 90 | 12,634 |
|
Waters Corp.(1) | 149 | 20,957 |
|
| | 76,665 |
|
Machinery — 3.2% | | |
Caterpillar, Inc. | 300 | 22,743 |
|
Deere & Co. | 229 | 18,558 |
|
Parker-Hannifin Corp. | 282 | 30,470 |
|
WABCO Holdings, Inc.(1) | 641 | 58,696 |
|
Wabtec Corp. | 886 | 62,224 |
|
| | 192,691 |
|
Media — 5.5% | | |
Comcast Corp., Class A | 2,801 | 182,597 |
|
Sirius XM Holdings, Inc.(1) | 7,223 | 28,531 |
|
Walt Disney Co. (The) | 1,289 | 126,090 |
|
| | 337,218 |
|
Multiline Retail — 1.5% | | |
Dollar Tree, Inc.(1) | 945 | 89,057 |
|
Oil, Gas and Consumable Fuels — 1.0% | | |
Concho Resources, Inc.(1) | 496 | 59,158 |
|
Personal Products — 1.2% | | |
Estee Lauder Cos., Inc. (The), Class A | 798 | 72,634 |
|
|
| | | | |
| Shares | Value |
Pharmaceuticals — 3.6% | | |
Bristol-Myers Squibb Co. | 1,841 | $ | 135,406 |
|
Johnson & Johnson | 226 | 27,414 |
|
Teva Pharmaceutical Industries Ltd. ADR | 583 | 29,284 |
|
Zoetis, Inc. | 553 | 26,245 |
|
| | 218,349 |
|
Real Estate Investment Trusts (REITs) — 1.2% | | |
Simon Property Group, Inc. | 350 | 75,915 |
|
Road and Rail — 0.6% | | |
Union Pacific Corp. | 419 | 36,558 |
|
Semiconductors and Semiconductor Equipment — 2.5% | | |
ASML Holding NV | 378 | 37,469 |
|
Maxim Integrated Products, Inc. | 1,252 | 44,684 |
|
NXP Semiconductors NV(1) | 379 | 29,691 |
|
Xilinx, Inc. | 834 | 38,472 |
|
| | 150,316 |
|
Software — 8.5% | | |
Adobe Systems, Inc.(1) | 591 | 56,612 |
|
Electronic Arts, Inc.(1) | 435 | 32,956 |
|
Microsoft Corp. | 3,449 | 176,485 |
|
Oracle Corp. | 2,005 | 82,065 |
|
salesforce.com, inc.(1) | 466 | 37,005 |
|
ServiceNow, Inc.(1) | 328 | 21,779 |
|
Splunk, Inc.(1) | 802 | 43,452 |
|
Symantec Corp. | 3,212 | 65,975 |
|
| | 516,329 |
|
Specialty Retail — 6.8% | | |
Home Depot, Inc. (The) | 530 | 67,676 |
|
O'Reilly Automotive, Inc.(1) | 605 | 164,015 |
|
Ross Stores, Inc. | 1,052 | 59,638 |
|
TJX Cos., Inc. (The) | 1,341 | 103,565 |
|
Williams-Sonoma, Inc. | 407 | 21,217 |
|
| | 416,111 |
|
Technology Hardware, Storage and Peripherals — 3.9% | | |
Apple, Inc. | 2,299 | 219,785 |
|
Hewlett Packard Enterprise Co. | 845 | 15,438 |
|
| | 235,223 |
|
Textiles, Apparel and Luxury Goods — 1.5% | | |
Carter's, Inc. | 481 | 51,212 |
|
Coach, Inc. | 975 | 39,722 |
|
| | 90,934 |
|
Tobacco — 2.6% | | |
Altria Group, Inc. | 1,829 | 126,128 |
|
Philip Morris International, Inc. | 311 | 31,635 |
|
| | 157,763 |
|
Trading Companies and Distributors — 0.3% | | |
United Rentals, Inc.(1) | 283 | 18,989 |
|
TOTAL COMMON STOCKS (Cost $5,037,616) | | 6,006,361 |
|
EXCHANGE-TRADED FUNDS — 0.8% | | |
iShares Russell 1000 Growth ETF (Cost $47,090) | 472 | 47,370 |
|
|
| | | | |
| Shares | Value |
TEMPORARY CASH INVESTMENTS — 2.0% | | |
Repurchase Agreement, Fixed Income Clearing Corp., (collateralized by various U.S. Treasury obligations, 3.00%, 11/15/45, valued at $120,619), at 0.20%, dated 6/30/16, due 7/1/16 (Delivery value $118,001) | | $ | 118,000 |
|
State Street Institutional Liquid Reserves Fund, Premier Class | 922 | 922 |
|
TOTAL TEMPORARY CASH INVESTMENTS (Cost $118,922) | | 118,922 |
|
TOTAL INVESTMENT SECURITIES — 101.7% (Cost $5,203,628) | | 6,172,653 |
|
OTHER ASSETS AND LIABILITIES — (1.7)% | | (102,448) |
|
TOTAL NET ASSETS — 100.0% | | $ | 6,070,205 |
|
|
| | | | | | | | |
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS |
Currency Purchased | Currency Sold | Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) |
EUR | 607 | USD | 672 | UBS AG | 9/30/16 | $ | 4 |
|
USD | 28,828 | EUR | 26,084 | UBS AG | 9/30/16 | (212 | ) |
USD | 1,775 | EUR | 1,593 | UBS AG | 9/30/16 | 2 |
|
USD | 753 | EUR | 678 | UBS AG | 9/30/16 | (2 | ) |
| | | | | | $ | (208 | ) |
|
| | |
NOTES TO SCHEDULE OF INVESTMENTS |
ADR | - | American Depositary Receipt |
EUR | - | Euro |
USD | - | United States Dollar |
See Notes to Financial Statements.
|
|
Statement of Assets and Liabilities |
|
| | | |
JUNE 30, 2016 (UNAUDITED) | |
Assets |
Investment securities, at value (cost of $5,203,628) | $ | 6,172,653 |
|
Receivable for investments sold | 75,351 |
|
Unrealized appreciation on forward foreign currency exchange contracts | 6 |
|
Dividends and interest receivable | 4,132 |
|
| 6,252,142 |
|
| |
Liabilities | |
Payable for investments purchased | 176,565 |
|
Payable for capital shares redeemed | 258 |
|
Unrealized depreciation on forward foreign currency exchange contracts | 214 |
|
Accrued management fees | 3,707 |
|
Distribution fees payable | 1,193 |
|
| 181,937 |
|
| |
Net Assets | $ | 6,070,205 |
|
| |
Net Assets Consist of: | |
Capital (par value and paid-in surplus) | $ | 5,150,485 |
|
Undistributed net investment income | 23,373 |
|
Accumulated net realized loss | (72,469 | ) |
Net unrealized appreciation | 968,816 |
|
| $ | 6,070,205 |
|
|
| | | | | | |
| Net Assets | Shares Outstanding | Net Asset Value Per Share |
Class I, $0.01 Par Value |
| $182,296 |
| 14,405 |
| $12.66 |
Class II, $0.01 Par Value |
| $5,887,909 |
| 465,658 |
| $12.64 |
See Notes to Financial Statements.
|
| | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) |
Investment Income (Loss) |
Income: | |
Dividends (net of foreign taxes withheld of $112) | $ | 51,976 |
|
Interest | 83 |
|
| 52,059 |
|
| |
Expenses: | |
Management fees | 25,884 |
|
Distribution fees - Class II | 6,945 |
|
Directors' fees and expenses | 94 |
|
Other expenses | 62 |
|
| 32,985 |
|
Fees waived | (4,299 | ) |
| 28,686 |
|
| |
Net investment income (loss) | 23,373 |
|
| |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | |
Investment transactions | (43,780 | ) |
Foreign currency transactions | 827 |
|
| (42,953 | ) |
| |
Change in net unrealized appreciation (depreciation) on: | |
Investments | 19,302 |
|
Translation of assets and liabilities in foreign currencies | (209 | ) |
| 19,093 |
|
| |
Net realized and unrealized gain (loss) | (23,860 | ) |
| |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | (487 | ) |
See Notes to Financial Statements.
|
|
Statement of Changes in Net Assets |
|
| | | | | | |
SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2015 |
Increase (Decrease) in Net Assets | June 30, 2016 | December 31, 2015 |
Operations |
Net investment income (loss) | $ | 23,373 |
| $ | 17,720 |
|
Net realized gain (loss) | (42,953 | ) | 236,566 |
|
Change in net unrealized appreciation (depreciation) | 19,093 |
| 52,103 |
|
Net increase (decrease) in net assets resulting from operations | (487 | ) | 306,389 |
|
| | |
Distributions to Shareholders |
From net investment income: | | |
Class I | — |
| (881 | ) |
Class II | — |
| (17,359 | ) |
From net realized gains: | | |
Class I | (614 | ) | (21,870 | ) |
Class II | (20,085 | ) | (317,045 | ) |
Decrease in net assets from distributions | (20,699 | ) | (357,155 | ) |
| | |
Capital Share Transactions |
Net increase (decrease) in net assets from capital share transactions (Note 5) | 632,214 |
| (705,117 | ) |
| | |
Net increase (decrease) in net assets | 611,028 |
| (755,883 | ) |
| | |
Net Assets |
Beginning of period | 5,459,177 |
| 6,215,060 |
|
End of period | $ | 6,070,205 |
| $ | 5,459,177 |
|
| | |
Undistributed net investment income | $ | 23,373 |
| $ | — |
|
See Notes to Financial Statements.
|
|
Notes to Financial Statements |
JUNE 30, 2016 (UNAUDITED)
1. Organization
American Century Variable Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is organized as a Maryland corporation. VP Growth Fund (the fund) is one fund in a series issued by the corporation. The fund’s investment objective is to seek long-term capital growth.
The fund offers Class I and Class II. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. Class II is charged a lower unified management fee because it has a separate arrangement for distribution services.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the fund in preparation of its financial statements. The fund is an investment company and follows accounting and reporting guidance in accordance with accounting principles generally accepted in the United States of America. This may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. Management evaluated the impact of events or transactions occurring through the date the financial statements were issued that would merit recognition or disclosure.
Investment Valuations — The fund determines the fair value of its investments and computes its net asset value per share at the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. The Board of Directors has adopted valuation policies and procedures to guide the investment advisor in the fund’s investment valuation process and to provide methodologies for the oversight of the fund’s pricing function.
Equity securities that are listed or traded on a domestic securities exchange are valued at the last reported sales price or at the official closing price as provided by the exchange. Equity securities traded on foreign securities exchanges are generally valued at the closing price of such securities on the exchange where primarily traded or at the close of the NYSE, if that is earlier. If no last sales price is reported, or if local convention or regulation so provides, the mean of the latest bid and asked prices may be used. Securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official closing price. Equity securities initially expressed in local currencies are translated into U.S. dollars at the mean of the appropriate currency exchange rate at the close of the NYSE as provided by an independent pricing service.
Open-end management investment companies are valued at the reported net asset value per share. Repurchase agreements are valued at cost, which approximates fair value. Forward foreign currency exchange contracts are valued at the mean of the appropriate forward exchange rate at the close of the NYSE as provided by an independent pricing service.
If the fund determines that the market price for an investment is not readily available or the valuation methods mentioned above do not reflect an investment’s fair value, such investment is valued as determined in good faith by the Board of Directors or its delegate, in accordance with policies and procedures adopted by the Board of Directors. In its determination of fair value, the fund may review several factors including, but not limited to, market information regarding the specific investment or comparable investments and correlation with other investment types, futures indices or general market indicators. Circumstances that may cause the fund to use these procedures to value an investment include, but are not limited to: an investment has been declared in default or is distressed; trading in a security has been suspended during the trading day or a security is not actively trading on its principal exchange; prices received from a regular pricing source are deemed unreliable; or there is a foreign market holiday and no trading occurred.
The fund monitors for significant events occurring after the close of an investment’s primary exchange but before the fund’s net asset value per share is determined. Significant events may include, but are not limited to: corporate announcements and transactions; governmental action and political unrest that could impact a specific investment or an investment sector; or armed conflicts, natural disasters and similar events that could affect investments in a specific country or region. The fund also monitors for significant fluctuations between
domestic and foreign markets, as evidenced by the U.S. market or such other indicators that the Board of Directors, or its delegate, deems appropriate. If significant fluctuations in foreign markets are identified, the fund may apply a model-derived factor to the closing price of equity securities traded on foreign securities exchanges. The factor is based on observable market data as provided by an independent pricing service.
Security Transactions — Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes.
Investment Income — Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or long-term capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund may estimate the components of distributions received that may be considered nontaxable distributions or long-term capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums.
Repurchase Agreements — The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement.
Joint Trading Account — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with certain other funds in the American Century Investments family of funds, may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations.
Foreign Currency Translations — All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. The fund may enter into spot foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of investment securities, dividend and interest income, spot foreign currency exchange contracts, and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Net realized and unrealized foreign currency exchange gains or losses related to investment securities are a component of net realized gain (loss) on investment transactions and change in net unrealized appreciation (depreciation) on investments, respectively.
Income Tax Status — It is the fund’s policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. The fund files U.S. federal, state, local and non-U.S. tax returns as applicable. The fund's tax returns are subject to examination by the relevant taxing authority until expiration of the applicable statute of limitations, which is generally three years from the date of filing but can be longer in certain jurisdictions. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Multiple Class — All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets.
Distributions to Shareholders — Distributions from net investment income and net realized gains, if any, are generally declared and paid annually.
Indemnifications — Under the corporation’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a fund. The risk of material loss from such claims is considered by management to be remote.
3. Fees and Transactions with Related Parties
Certain officers and directors of the corporation are also officers and/or directors of American Century Companies, Inc. (ACC). The corporation’s investment advisor, ACIM, the corporation's distributor, American Century Investment Services, Inc. (ACIS), and the corporation’s transfer agent, American Century Services, LLC, are wholly owned, directly or indirectly, by ACC.
Management Fees — The corporation has entered into a management agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The agreement provides that all expenses of managing and operating the fund, except distribution fees, brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on each class's daily net assets and paid monthly in arrears. The annual management fee for each class is 1.00% and 0.90% for Class I and Class II, respectively. From January 1, 2016 through July 31, 2016, the investment advisor agreed to waive 0.15% of the fund's management fee. Effective August 1, 2016, the investment advisor agreed to increase the amount of the waiver from 0.15% to 0.16% of the fund’s management fee. The investment advisor expects this waiver to continue until July 31, 2017 and cannot terminate it prior to such date without the approval of the Board of Directors. The total amount of the waiver for each class for the six months ended June 30, 2016 was $132 and $4,167 for Class I and Class II, respectively. The effective annual management fee after waiver for each class for the six months ended June 30, 2016 was 0.85% and 0.75% for Class I and Class II, respectively.
Distribution Fees — The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay ACIS an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the six months ended June 30, 2016 are detailed in the Statement of Operations.
Directors' Fees and Expenses — The Board of Directors is responsible for overseeing the investment advisor’s management and operations of the fund. The directors receive detailed information about the fund and its investment advisor regularly throughout the year, and meet at least quarterly with management of the investment advisor to review reports about fund operations. The fund’s officers do not receive compensation from the fund.
Interfund Transactions — The fund may enter into security transactions with other American Century Investments funds and other client accounts of the investment advisor, in accordance with the 1940 Act rules and procedures adopted by the Board of Directors. The rules and procedures require, among other things, that these transactions be effected at the independent current market price of the security. During the period, the interfund purchases and sales were $40,756 and $22,691, respectively.
4. Investment Transactions
Purchases and sales of investment securities, excluding short-term investments, for the six months ended June 30, 2016 were $2,586,359 and $1,939,282, respectively.
5. Capital Share Transactions
Transactions in shares of the fund were as follows:
|
| | | | | | | | | | |
| Six months ended June 30, 2016 | Year ended December 31, 2015 |
| Shares | Amount | Shares | Amount |
Class I/Shares Authorized | 50,000,000 |
| | 50,000,000 |
| |
Issued in reinvestment of distributions | 50 |
| $ | 614 |
| 1,728 |
| $ | 22,751 |
|
Redeemed | — |
| — |
| (44,877 | ) | (600,163 | ) |
| 50 |
| 614 |
| (43,149 | ) | (577,412 | ) |
Class II/Shares Authorized | 50,000,000 |
| | 50,000,000 |
| |
Sold | 95,854 |
| 1,165,600 |
| 61,381 |
| 793,395 |
|
Issued in reinvestment of distributions | 1,615 |
| 20,085 |
| 25,679 |
| 334,404 |
|
Redeemed | (45,186 | ) | (554,085 | ) | (94,339 | ) | (1,255,504 | ) |
| 52,283 |
| 631,600 |
| (7,279 | ) | (127,705 | ) |
Net increase (decrease) | 52,333 |
| $ | 632,214 |
| (50,428 | ) | $ | (705,117 | ) |
6. Fair Value Measurements
The fund’s investments valuation process is based on several considerations and may use multiple inputs to determine the fair value of the investments held by the fund. In conformity with accounting principles generally accepted in the United States of America, the inputs used to determine a valuation are classified into three broad levels.
| |
• | Level 1 valuation inputs consist of unadjusted quoted prices in an active market for identical investments. |
| |
• | Level 2 valuation inputs consist of direct or indirect observable market data (including quoted prices for comparable investments, evaluations of subsequent market events, interest rates, prepayment speeds, credit risk, etc.). These inputs also consist of quoted prices for identical investments initially expressed in local currencies that are adjusted through translation into U.S. dollars. |
| |
• | Level 3 valuation inputs consist of unobservable data (including a fund’s own assumptions). |
The level classification is based on the lowest level input that is significant to the fair valuation measurement. The valuation inputs are not necessarily an indication of the risks associated with investing in these securities or other financial instruments. There were no significant transfers between levels during the period.
The following is a summary of the level classifications as of period end. The Schedule of Investments provides additional information on the fund’s portfolio holdings.
|
| | | | | | | | |
| Level 1 | Level 2 | Level 3 |
Assets | | | |
Investment Securities | | | |
Common Stocks | $ | 5,968,892 |
| $ | 37,469 |
| — |
|
Exchange-Traded Funds | 47,370 |
| — |
| — |
|
Temporary Cash Investments | 922 |
| 118,000 |
| — |
|
| $ | 6,017,184 |
| $ | 155,469 |
| — |
|
Other Financial Instruments | | | |
Forward Foreign Currency Exchange Contracts | — |
| $ | 6 |
| — |
|
| | | |
Liabilities | | | |
Other Financial Instruments | | | |
Forward Foreign Currency Exchange Contracts | — |
| $ | 214 |
| — |
|
7. Derivative Instruments
Foreign Currency Risk — The fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by a fund may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency. A fund may enter into forward foreign currency exchange contracts to reduce a fund's exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by a fund and the resulting unrealized appreciation or depreciation are determined daily. Realized gain or loss is recorded upon the termination of the contract. Net realized and unrealized gains or losses occurring during the holding period of forward foreign currency exchange contracts are a component of net realized gain (loss) on foreign currency transactions and change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies, respectively. A fund bears the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms. The fund's average U.S. dollar exposure to foreign currency risk derivative instruments held during the period was $26,779.
The value of foreign currency risk derivative instruments as of June 30, 2016, is disclosed on the Statement of Assets and Liabilities as an asset of $6 in unrealized appreciation on forward foreign currency exchange contracts and a liability of $214 in unrealized depreciation on forward foreign currency exchange contracts. For the six months ended June 30, 2016, the effect of foreign currency risk derivative instruments on the Statement of Operations was $869 in net realized gain (loss) on foreign currency transactions and $(208) in change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies.
8. Federal Tax Information
The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
As of June 30, 2016, the components of investments for federal income tax purposes were as follows:
|
| | | |
Federal tax cost of investments | $ | 5,249,614 |
|
Gross tax appreciation of investments | $ | 990,308 |
|
Gross tax depreciation of investments | (67,269 | ) |
Net tax appreciation (depreciation) of investments | $ | 923,039 |
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
|
| | | | | | | | | | | | | | | | | |
For a Share Outstanding Throughout the Years Ended December 31 (except as noted) | | | |
Per-Share Data | | | Ratios and Supplemental Data |
| | Income From Investment Operations: | Distributions From: | | | Ratio to Average Net Assets of: | | |
| Net Asset Value, Beginning of Period | Net Investment Income (Loss)(1) | Net Realized and Unrealized Gain (Loss) | Total From Investment Operations | Net Investment Income | Net Realized Gains | Total Distributions | Net Asset Value, End of Period | Total Return(2) | Operating Expenses | Operating Expenses (before expense waiver) | Net Investment Income (Loss) | Net Investment Income (Loss) (before expense waiver) | Portfolio Turnover Rate | Net Assets, End of Period (in thousands) |
Class I |
2016(3) | $12.76 | 0.06 | (0.12) | (0.06) | — | (0.04) | (0.04) | $12.66 | (0.44)% | 0.86%(4) | 1.01%(4) | 0.96%(4) | 0.81%(4) | 34% |
| $182 |
|
2015 | $13.00 | 0.05 | 0.56 | 0.61 | (0.06) | (0.79) | (0.85) | $12.76 | 4.71% | 0.85% | 1.00% | 0.44% | 0.29% | 69% |
| $183 |
|
2014 | $13.25 | 0.05 | 1.43 | 1.48 | (0.05) | (1.68) | (1.73) | $13.00 | 11.24% | 0.93% | 1.00% | 0.37% | 0.30% | 128% |
| $748 |
|
2013 | $10.31 | 0.06 | 2.94 | 3.00 | (0.05) | (0.01) | (0.06) | $13.25 | 29.11% | 1.01% | 1.01% | 0.49% | 0.49% | 122% |
| $672 |
|
2012 | $9.12 | 0.07 | 1.17 | 1.24 | (0.05) | — | (0.05) | $10.31 | 13.66% | 1.01% | 1.01% | 0.73% | 0.73% | 78% |
| $521 |
|
2011(5) | $10.00 | 0.04 | (0.88) | (0.84) | (0.04) | — | (0.04) | $9.12 | (8.41)% | 1.00%(4) | 1.00%(4) | 0.64%(4) | 0.64%(4) | 66% |
| $458 |
|
Class II |
2016(3) | $12.76 | 0.05 | (0.13) | (0.08) | — | (0.04) | (0.04) | $12.64 | (0.60)% | 1.01%(4) | 1.16%(4) | 0.81%(4) | 0.66%(4) | 34% |
| $5,888 |
|
2015 | $13.00 | 0.04 | 0.55 | 0.59 | (0.04) | (0.79) | (0.83) | $12.76 | 4.55% | 1.00% | 1.15% | 0.29% | 0.14% | 69% |
| $5,276 |
|
2014 | $13.25 | 0.03 | 1.43 | 1.46 | (0.03) | (1.68) | (1.71) | $13.00 | 11.07% | 1.08% | 1.15% | 0.22% | 0.15% | 128% |
| $5,468 |
|
2013 | $10.31 | 0.04 | 2.94 | 2.98 | (0.03) | (0.01) | (0.04) | $13.25 | 28.92% | 1.16% | 1.16% | 0.34% | 0.34% | 122% |
| $4,980 |
|
2012 | $9.12 | 0.06 | 1.17 | 1.23 | (0.04) | — | (0.04) | $10.31 | 13.49% | 1.16% | 1.16% | 0.58% | 0.58% | 78% |
| $1,318 |
|
2011(5) | $10.00 | 0.03 | (0.88) | (0.85) | (0.03) | — | (0.03) | $9.12 | (8.50)% | 1.15%(4) | 1.15%(4) | 0.49%(4) | 0.49%(4) | 66% |
| $458 |
|
|
| | | | |
Notes to Financial Highlights | | |
| |
(1) | Computed using average shares outstanding throughout the period. |
| |
(2) | Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized. |
| |
(3) | Six months ended June 30, 2016 (unaudited). |
| |
(5) | May 2, 2011 (fund inception) through December 31, 2011. |
See Notes to Financial Statements.
|
|
Approval of Management Agreement |
At a meeting held on June 29, 2016, the Fund’s Board of Directors (the "Board") unanimously approved the renewal of the management agreement pursuant to which American Century Investment Management, Inc. (the “Advisor”) acts as the investment advisor for the Fund. Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated, and approved by a majority of a fund’s directors (the “Directors”), including a majority of the independent Directors, each year.
Prior to its consideration of the renewal of the management agreement, the Directors requested and reviewed extensive data and information compiled by the Advisor and certain independent providers of evaluation data concerning the Fund and the services provided to the Fund by the Advisor. This review was in addition to the oversight and evaluation undertaken by the Board and its committees on a continual basis and the information received was supplemental to the extensive information that the Board and its committees receive and consider throughout the year.
In connection with its consideration of the renewal of the management agreement, the Board’s review and evaluation of the services provided by the Advisor included, but was not limited to, the following:
| |
• | the nature, extent, and quality of investment management, shareholder services, and other services provided and to be provided to the Fund; |
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• | the wide range of other programs and services provided and to be provided to the Fund and its shareholders on a routine and non-routine basis; |
| |
• | the investment performance of the Fund, including data comparing the Fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; |
| |
• | the cost of owning the Fund compared to the cost of owning similar funds; |
| |
• | the compliance policies, procedures, and regulatory experience of the Advisor and the Fund's service providers; |
| |
• | financial data showing the cost of services provided to the Fund, the profitability of the Fund to the Advisor, and the overall profitability of the Advisor; |
| |
• | possible economies of scale associated with the Advisor’s management of the Fund and other accounts under its management; |
| |
• | data comparing services provided and charges to the Advisor's other investment management clients; |
| |
• | acquired fund fees and expenses; |
| |
• | payments by the Fund and the Advisor to financial intermediaries and the nature of services provided; and |
| |
• | any collateral benefits derived by the Advisor from the management of the Fund. |
In keeping with their practice, the Directors held two in-person meetings and one telephonic meeting to review and discuss the information provided. The independent Directors also had the benefit of the advice of their independent counsel throughout the process.
Factors Considered
The Directors considered all of the information provided by the Advisor, the independent data providers, and independent counsel in connection with the approval. They determined that the information was sufficient for them to evaluate the management agreement for the Fund. In connection with their review, the Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors.
In deciding to renew the management agreement, the Board based its decision on a number of factors, including the following:
Nature, Extent and Quality of Services - Generally. Under the management agreement, the Advisor is responsible for providing or arranging for all services necessary for the operation of the Fund. The Board noted that under the management agreement, the Advisor provides or arranges at its own expense a wide variety of services including:
| |
• | constructing and designing the Fund |
| |
• | portfolio research and security selection |
| |
• | initial capitalization/funding |
| |
• | daily valuation of the Fund’s portfolio |
| |
• | shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping, and communications |
| |
• | legal services (except the independent Directors’ counsel) |
| |
• | regulatory and portfolio compliance |
| |
• | marketing and distribution (except amounts paid by the Fund under Rule 12b-1 plans) |
The Board noted that many of these services have expanded over time in terms of both quantity and complexity in response to shareholder demands, competition in the industry, changing distribution channels, and the changing regulatory environment. The Board noted specifically the resources the Advisor has committed to enhancing cybersecurity protections for the benefit of shareholders.
Investment Management Services. The nature of the investment management services provided to the Fund is quite complex and allows Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes by investing in or exchanging among various American Century Investments funds, and liquidity. In evaluating investment performance, the Board expects the Advisor to manage the Fund in accordance with its investment objectives and approved strategies. Further, the Directors recognize that the Advisor has an obligation to monitor trading activities, and in particular to seek the best execution of fund trades, and to evaluate the use of and payment for research. In providing these services, the Advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance, and other systems to conduct their business. The Board, directly and through its Fund Performance Review Committee, provides oversight of the investment performance process. It regularly reviews investment performance information for the Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. The Directors also review detailed performance information provided by the Advisor during the management agreement approval process. If performance concerns are identified, the Fund receives special reviews until performance improves, during which the Board receives a report from the Advisor regarding the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The Fund’s performance was below its benchmark for the one- and three-year periods reviewed by the Board. During the management agreement approval process, the Board discussed the Fund's performance with the Advisor and was satisfied with the efforts being undertaken by the Advisor. The Board found the investment management services provided by the Advisor to the Fund to be satisfactory and consistent with the management agreement.
Shareholder and Other Services. Under the management agreement, the Advisor provides the Fund with a comprehensive package of transfer agency, shareholder, and other services. The Board, directly and through various committees of the Board, regularly reviews reports and evaluations of such services at its regular meetings. These reports include, but are not limited to, information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to Fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. The Board particularly noted the Advisor’s continual efforts to maintain effective business continuity plans and to address cybersecurity threats. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisor. The Board found the services provided by the Advisor to the Fund under the management agreement to be competitive and of high quality.
Costs of Services and Profitability. The Advisor provides detailed information concerning its cost of providing various services to the Fund, its profitability in managing the Fund (pre- and post-distribution), its overall profitability, and its financial condition. The Directors have reviewed with the Advisor the methodology used to prepare this financial information. This information is considered in evaluating the Advisor’s financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The Board concluded that the Advisor’s profits were reasonable in light of the services provided to the Fund.
Ethics. The Board generally considers the Advisor’s commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the Advisor’s practices generally meet or exceed industry best practices.
Economies of Scale. The Board also reviewed information provided by the Advisor regarding the possible existence of economies of scale in connection with the management of the Fund. The Board concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Board concluded that the Advisor is appropriately sharing economies of scale through its competitive fee structure, offering competitive fees from fund inception, and through reinvestment in its business to provide shareholders additional content and services.
Comparison to Other Funds’ Fees. The management agreement provides that the Fund pays the Advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than brokerage expenses, expenses attributable to short sales, taxes, interest, extraordinary expenses, and the fees and expenses of the Fund’s independent Directors (including their independent legal counsel) 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 1940 Act. Under the unified fee structure, the Advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges, and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Board believes the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisor the risk of increased costs of operating the Fund and provides a direct incentive to minimize administrative inefficiencies. Part of the Board’s analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider comparing the Fund’s unified fee to the total expense ratios of its peers. The unified fee charged to shareholders of the Fund was above the median of the total expense ratios of the Fund’s peer expense universe and was within
the range of its peer expense group. The Board and the Advisor agreed to a temporary reduction of the Fund's annual unified management fee of 0.16% (e.g., the Class I unified fee will be reduced from 1.00% to 0.84%), beginning August 1, 2016. The Board concluded that the management fee paid by the Fund to the Advisor under the management agreement is reasonable in light of the services provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisor. The Directors also requested and received information from the Advisor concerning the nature of the services, fees, costs, and profitability of its advisory services to advisory clients other than the Fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the Fund. The Board analyzed this information and concluded that the fees charged and services provided to the Fund were reasonable by comparison.
Payments to Intermediaries. The Directors also requested and received a description of payments made to intermediaries by the Fund and the Advisor. These payments include various payments made by the Fund or the Advisor to different types of intermediaries and recordkeepers for distribution and service activities provided for the Fund. The Board received confirmation from the Advisor that all such payments by the Fund intended for distribution were made pursuant to the Fund's 12b-1 Plan. The Board reviewed such information and found the payments to be reasonable in scope and purpose.
Collateral or “Fall-Out” Benefits Derived by the Advisor. The Board considered the existence of collateral benefits the Advisor may receive as a result of its relationship with the Fund. They concluded that the Advisor’s primary business is managing mutual funds and it generally does not use fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Board noted that additional assets from other clients may offer the Advisor some benefit from increased leverage with service providers and counterparties. Additionally, the Advisor receives proprietary research from broker-dealers that execute fund portfolio transactions, which the Board concluded is likely to benefit other clients of the Advisor, as well as Fund shareholders. The Board also determined that the Advisor is able to provide investment management services to certain clients other than the Fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Board concluded that appropriate allocation methodologies had been employed to assign resources and the cost of those resources to these other clients and, where expressly provided, these other client assets may be included with the assets of the Fund to determine breakpoints in the management fee schedule.
Existing Relationship. The Board also considered whether there was any reason for not continuing the existing arrangement with the Advisor. In this regard, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties, and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Advisor’s industry standing and reputation and in the expectation that the Advisor will have a continuing role in providing advisory services to the Fund.
Conclusion of the Directors. As a result of this process, the Board, including all of the independent Directors, taking into account all of the factors discussed above and the information provided by the Advisor and others in connection with its review and throughout the year, determined that the management fee is fair and reasonable in light of the services provided and that the investment management agreement between the Fund and the Advisor should be renewed.
Proxy Voting Policies
A description of the policies that the fund's investment advisor uses in exercising the voting rights associated with the securities purchased and/or held by the fund is available without charge, upon request, by calling 1-800-378-9878. It is also available on the "About Us" page of American Century Investments’ website at americancentury.com and on the Securities and Exchange Commission’s website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov.
Quarterly Portfolio Disclosure
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878.
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Contact Us | americancentury.com | |
Automated Information Line | 1-800-345-8765 | |
Investment Professional Service Representatives | 1-800-345-6488 | |
Telecommunications Relay Service for the Deaf | 711 | |
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American Century Variable Portfolios, Inc. | |
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Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri | |
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This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. | |
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©2016 American Century Proprietary Holdings, Inc. All rights reserved. CL-SAN-89948 1608 | |
|
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| Semiannual Report |
| |
| June 30, 2016 |
| |
| VP Income & Growth Fund |
|
| |
Fund Characteristics | |
Shareholder Fee Example | |
Schedule of Investments | |
Statement of Assets and Liabilities | |
Statement of Operations | |
Statement of Changes in Net Assets | |
Notes to Financial Statements | |
Financial Highlights | |
Approval of Management Agreement | |
Additional Information | |
Any opinions expressed in this report reflect those of the author as of the date of the report, and do not necessarily represent the opinions of American Century Investments® or any other person in the American Century Investments organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century Investments disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century Investments funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century Investments fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century Investments by third party vendors. To the best of American Century Investments’ knowledge, such information is accurate at the time of printing.
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| |
JUNE 30, 2016 |
Top Ten Holdings | % of net assets |
Microsoft Corp. | 3.0% |
Apple, Inc. | 2.8% |
Johnson & Johnson | 2.8% |
AT&T, Inc. | 2.4% |
Procter & Gamble Co. (The) | 2.1% |
Verizon Communications, Inc. | 2.1% |
Pfizer, Inc. | 2.0% |
Cisco Systems, Inc. | 1.7% |
Exxon Mobil Corp. | 1.7% |
Alphabet, Inc.* | 1.7% |
* Includes all classes of the issuer held by the fund. | |
| |
Top Five Industries | % of net assets |
Pharmaceuticals | 6.7% |
Technology Hardware, Storage and Peripherals | 6.0% |
Software | 5.4% |
Semiconductors and Semiconductor Equipment | 5.1% |
Biotechnology | 4.5% |
| |
Types of Investments in Portfolio | % of net assets |
Common Stocks | 99.2% |
Temporary Cash Investments | 0.7% |
Other Assets and Liabilities | 0.1% |
Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2016 to June 30, 2016.
Actual Expenses
The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund’s share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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| | | | |
| Beginning Account Value 1/1/16 | Ending Account Value 6/30/16 | Expenses Paid During Period(1) 1/1/16 - 6/30/16 | Annualized Expense Ratio(1) |
Actual |
Class I | $1,000 | $1,049.90 | $3.57 | 0.70% |
Class II | $1,000 | $1,048.60 | $4.84 | 0.95% |
Hypothetical |
Class I | $1,000 | $1,021.38 | $3.52 | 0.70% |
Class II | $1,000 | $1,020.14 | $4.77 | 0.95% |
| |
(1) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 182, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. |
JUNE 30, 2016 (UNAUDITED)
|
| | | | |
| Shares | Value |
COMMON STOCKS — 99.2% | | |
Aerospace and Defense — 1.5% | | |
Boeing Co. (The) | 35,474 | $ | 4,607,008 |
|
Honeywell International, Inc. | 8,230 | 957,314 |
|
| | 5,564,322 |
|
Air Freight and Logistics — 0.4% | | |
United Parcel Service, Inc., Class B | 15,003 | 1,616,123 |
|
Automobiles — 1.3% | | |
Ford Motor Co. | 293,811 | 3,693,204 |
|
General Motors Co. | 41,050 | 1,161,715 |
|
| | 4,854,919 |
|
Banks — 2.8% | | |
Citigroup, Inc. | 9,220 | 390,836 |
|
JPMorgan Chase & Co. | 76,210 | 4,735,689 |
|
SunTrust Banks, Inc. | 84,716 | 3,480,133 |
|
Wells Fargo & Co. | 33,291 | 1,575,663 |
|
| | 10,182,321 |
|
Beverages — 3.2% | | |
Coca-Cola Co. (The) | 92,519 | 4,193,886 |
|
Dr Pepper Snapple Group, Inc. | 15,601 | 1,507,525 |
|
PepsiCo, Inc. | 56,783 | 6,015,591 |
|
| | 11,717,002 |
|
Biotechnology — 4.5% | | |
AbbVie, Inc. | 88,384 | 5,471,853 |
|
Amgen, Inc. | 34,440 | 5,240,046 |
|
Biogen, Inc.(1) | 4,423 | 1,069,570 |
|
Gilead Sciences, Inc. | 59,590 | 4,970,998 |
|
| | 16,752,467 |
|
Capital Markets — 1.2% | | |
BGC Partners, Inc., Class A | 85,300 | 742,963 |
|
Eaton Vance Corp. | 53,518 | 1,891,326 |
|
WisdomTree Investments, Inc. | 179,976 | 1,761,965 |
|
| | 4,396,254 |
|
Chemicals — 3.6% | | |
Air Products & Chemicals, Inc. | 25,031 | 3,555,403 |
|
Dow Chemical Co. (The) | 77,019 | 3,828,615 |
|
Eastman Chemical Co. | 39,486 | 2,681,099 |
|
PPG Industries, Inc. | 30,391 | 3,165,223 |
|
| | 13,230,340 |
|
Communications Equipment — 1.7% | | |
Cisco Systems, Inc. | 220,854 | 6,336,301 |
|
Consumer Finance — 1.0% | | |
American Express Co. | 32,948 | 2,001,921 |
|
Discover Financial Services | 30,809 | 1,651,054 |
|
| | 3,652,975 |
|
Containers and Packaging — 1.6% | | |
Avery Dennison Corp. | 34,164 | 2,553,759 |
|
|
| | | | |
| Shares | Value |
International Paper Co. | 78,755 | $ | 3,337,637 |
|
| | 5,891,396 |
|
Diversified Financial Services — 0.6% | | |
Berkshire Hathaway, Inc., Class B(1) | 15,523 | 2,247,575 |
|
Diversified Telecommunication Services — 4.5% | | |
AT&T, Inc. | 209,445 | 9,050,118 |
|
Verizon Communications, Inc. | 136,259 | 7,608,703 |
|
| | 16,658,821 |
|
Electric Utilities — 1.5% | | |
FirstEnergy Corp. | 77,492 | 2,705,246 |
|
PPL Corp. | 69,411 | 2,620,265 |
|
| | 5,325,511 |
|
Energy Equipment and Services — 0.9% | | |
Helmerich & Payne, Inc. | 26,923 | 1,807,341 |
|
Noble Corp. plc | 163,809 | 1,349,786 |
|
Oceaneering International, Inc. | 7,401 | 220,994 |
|
| | 3,378,121 |
|
Food and Staples Retailing — 1.6% | | |
Wal-Mart Stores, Inc. | 81,132 | 5,924,259 |
|
Food Products — 2.9% | | |
Campbell Soup Co. | 25,477 | 1,694,985 |
|
General Mills, Inc. | 59,698 | 4,257,661 |
|
Hershey Co. (The) | 11,481 | 1,302,979 |
|
Hormel Foods Corp. | 55,630 | 2,036,058 |
|
Tyson Foods, Inc., Class A | 22,534 | 1,505,046 |
|
| | 10,796,729 |
|
Health Care Equipment and Supplies — 4.2% | | |
Abbott Laboratories | 97,880 | 3,847,663 |
|
C.R. Bard, Inc. | 1,971 | 463,500 |
|
Medtronic plc | 58,889 | 5,109,799 |
|
ResMed, Inc. | 45,724 | 2,891,128 |
|
St. Jude Medical, Inc. | 41,850 | 3,264,300 |
|
| | 15,576,390 |
|
Health Care Providers and Services — 0.8% | | |
AmerisourceBergen Corp. | 39,054 | 3,097,763 |
|
Hotels, Restaurants and Leisure — 2.6% | | |
Carnival Corp. | 66,444 | 2,936,825 |
|
Darden Restaurants, Inc. | 52,001 | 3,293,743 |
|
McDonald's Corp. | 12,331 | 1,483,913 |
|
Yum! Brands, Inc. | 23,483 | 1,947,210 |
|
| | 9,661,691 |
|
Household Durables — 1.8% | | |
Garmin Ltd. | 81,543 | 3,459,054 |
|
Tupperware Brands Corp. | 53,433 | 3,007,209 |
|
| | 6,466,263 |
|
Household Products — 3.7% | | |
Clorox Co. (The) | 15,020 | 2,078,618 |
|
Kimberly-Clark Corp. | 28,185 | 3,874,874 |
|
Procter & Gamble Co. (The) | 92,954 | 7,870,415 |
|
| | 13,823,907 |
|
|
| | | | |
| Shares | Value |
Industrial Conglomerates — 2.2% | | |
3M Co. | 27,235 | $ | 4,769,393 |
|
General Electric Co. | 100,763 | 3,172,019 |
|
| | 7,941,412 |
|
Insurance — 1.7% | | |
Aflac, Inc. | 26,936 | 1,943,702 |
|
Prudential Financial, Inc. | 49,454 | 3,528,048 |
|
Unum Group | 22,545 | 716,706 |
|
| | 6,188,456 |
|
Internet and Catalog Retail — 0.8% | | |
Amazon.com, Inc.(1) | 3,841 | 2,748,696 |
|
Internet Software and Services — 2.3% | | |
Alphabet, Inc., Class A(1) | 5,681 | 3,996,754 |
|
Alphabet, Inc., Class C(1) | 3,299 | 2,283,238 |
|
Facebook, Inc., Class A(1) | 20,536 | 2,346,854 |
|
| | 8,626,846 |
|
IT Services — 2.0% | | |
International Business Machines Corp. | 41,327 | 6,272,612 |
|
Western Union Co. (The) | 55,572 | 1,065,871 |
|
| | 7,338,483 |
|
Leisure Products — 0.8% | | |
Mattel, Inc. | 93,621 | 2,929,401 |
|
Machinery — 2.2% | | |
Illinois Tool Works, Inc. | 4,285 | 446,326 |
|
PACCAR, Inc. | 64,407 | 3,340,791 |
|
Stanley Black & Decker, Inc. | 30,637 | 3,407,447 |
|
Timken Co. (The) | 32,631 | 1,000,466 |
|
| | 8,195,030 |
|
Media — 2.0% | | |
Comcast Corp., Class A | 675 | 44,003 |
|
Time Warner, Inc. | 53,841 | 3,959,467 |
|
Viacom, Inc., Class B | 77,538 | 3,215,501 |
|
Walt Disney Co. (The) | 2,587 | 253,061 |
|
| | 7,472,032 |
|
Metals and Mining — 0.9% | | |
Nucor Corp. | 62,625 | 3,094,301 |
|
Reliance Steel & Aluminum Co. | 4,141 | 318,443 |
|
| | 3,412,744 |
|
Multiline Retail — 1.0% | | |
Target Corp. | 52,268 | 3,649,352 |
|
Oil, Gas and Consumable Fuels — 3.7% | | |
Apache Corp. | 6,869 | 382,397 |
|
Chevron Corp. | 23,718 | 2,486,358 |
|
Enbridge, Inc. | 32,210 | 1,364,416 |
|
Exxon Mobil Corp. | 67,278 | 6,306,640 |
|
Occidental Petroleum Corp. | 945 | 71,404 |
|
Valero Energy Corp. | 61,127 | 3,117,477 |
|
| | 13,728,692 |
|
Pharmaceuticals — 6.7% | | |
Eli Lilly & Co. | 6,649 | 523,609 |
|
Johnson & Johnson | 84,404 | 10,238,205 |
|
|
| | | | |
| Shares | Value |
Merck & Co., Inc. | 108,929 | $ | 6,275,400 |
|
Pfizer, Inc. | 215,097 | 7,573,565 |
|
| | 24,610,779 |
|
Real Estate Investment Trusts (REITs) — 4.3% | | |
CBL & Associates Properties, Inc. | 28,406 | 264,460 |
|
Corporate Office Properties Trust | 63,835 | 1,887,601 |
|
Equity Residential | 30,131 | 2,075,423 |
|
Hospitality Properties Trust | 69,644 | 2,005,747 |
|
Liberty Property Trust | 90,852 | 3,608,642 |
|
Select Income REIT | 52,490 | 1,364,215 |
|
Ventas, Inc. | 16,450 | 1,197,889 |
|
Weyerhaeuser Co. | 15,420 | 459,053 |
|
WP Carey, Inc. | 44,426 | 3,084,053 |
|
| | 15,947,083 |
|
Semiconductors and Semiconductor Equipment — 5.1% | | |
Analog Devices, Inc. | 28,917 | 1,637,859 |
|
Applied Materials, Inc. | 137,427 | 3,294,125 |
|
Intel Corp. | 184,902 | 6,064,786 |
|
Intersil Corp., Class A | 37,211 | 503,837 |
|
QUALCOMM, Inc. | 88,034 | 4,715,981 |
|
Teradyne, Inc. | 127,885 | 2,518,056 |
|
| | 18,734,644 |
|
Software — 5.4% | | |
CA, Inc. | 108,885 | 3,574,695 |
|
Microsoft Corp. | 216,356 | 11,070,936 |
|
Oracle Corp. | 128,689 | 5,267,241 |
|
| | 19,912,872 |
|
Specialty Retail — 1.1% | | |
American Eagle Outfitters, Inc. | 169,175 | 2,694,958 |
|
Williams-Sonoma, Inc. | 28,301 | 1,475,331 |
|
| | 4,170,289 |
|
Technology Hardware, Storage and Peripherals — 6.0% | | |
Apple, Inc. | 108,727 | 10,394,301 |
|
EMC Corp. | 119,955 | 3,259,177 |
|
HP, Inc. | 232,801 | 2,921,653 |
|
NetApp, Inc. | 114,695 | 2,820,350 |
|
Seagate Technology plc | 116,621 | 2,840,888 |
|
| | 22,236,369 |
|
Tobacco — 3.1% | | |
Altria Group, Inc. | 78,880 | 5,439,565 |
|
Philip Morris International, Inc. | 59,700 | 6,072,684 |
|
| | 11,512,249 |
|
TOTAL COMMON STOCKS (Cost $308,355,929) | | 366,506,879 |
|
TEMPORARY CASH INVESTMENTS — 0.7% | | |
Repurchase Agreement, Fixed Income Clearing Corp., (collateralized by various U.S. Treasury obligations, 3.00%, 11/15/45, valued at $2,820,181), at 0.20%, dated 6/30/16, due 7/1/16 (Delivery value $2,761,015) | | 2,761,000 |
|
State Street Institutional Liquid Reserves Fund, Premier Class | 2,772 | 2,772 |
|
TOTAL TEMPORARY CASH INVESTMENTS (Cost $2,763,772) | | 2,763,772 |
|
TOTAL INVESTMENT SECURITIES — 99.9% (Cost $311,119,701) | | 369,270,651 |
|
OTHER ASSETS AND LIABILITIES — 0.1% | | 233,069 |
|
TOTAL NET ASSETS — 100.0% | | $ | 369,503,720 |
|
|
| | |
NOTES TO SCHEDULE OF INVESTMENTS |
See Notes to Financial Statements.
|
|
Statement of Assets and Liabilities |
|
| | | |
JUNE 30, 2016 (UNAUDITED) | |
Assets |
Investment securities, at value (cost of $311,119,701) | $ | 369,270,651 |
|
Cash | 14,555 |
|
Receivable for capital shares sold | 109,202 |
|
Dividends and interest receivable | 625,140 |
|
| 370,019,548 |
|
| |
Liabilities |
Payable for capital shares redeemed | 300,886 |
|
Accrued management fees | 211,117 |
|
Distribution fees payable | 3,825 |
|
| 515,828 |
|
| |
Net Assets | $ | 369,503,720 |
|
| |
Net Assets Consist of: |
Capital (par value and paid-in surplus) | $ | 316,650,470 |
|
Undistributed net investment income | 145,469 |
|
Accumulated net realized loss | (5,443,169 | ) |
Net unrealized appreciation | 58,150,950 |
|
| $ | 369,503,720 |
|
|
| | | | | | |
| Net Assets | Shares Outstanding | Net Asset Value Per Share |
Class I, $0.01 Par Value |
| $350,335,475 |
| 40,226,421 |
| $8.71 |
Class II, $0.01 Par Value |
| $19,168,245 |
| 2,200,273 |
| $8.71 |
See Notes to Financial Statements.
|
| | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) |
Investment Income (Loss) |
Income: | |
Dividends (net of foreign taxes withheld of $7,220) | $ | 6,042,002 |
|
Interest | 2,169 |
|
| 6,044,171 |
|
| |
Expenses: | |
Management fees | 1,257,866 |
|
Distribution fees - Class II | 22,048 |
|
Directors' fees and expenses | 5,957 |
|
| 1,285,871 |
|
| |
Net investment income (loss) | 4,758,300 |
|
| |
Realized and Unrealized Gain (Loss) |
Net realized gain (loss) on investment transactions | (2,879,948 | ) |
Change in net unrealized appreciation (depreciation) on investments | 15,900,621 |
|
| |
Net realized and unrealized gain (loss) | 13,020,673 |
|
| |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 17,778,973 |
|
See Notes to Financial Statements.
|
|
Statement of Changes in Net Assets |
|
| | | | | | |
SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2015 |
Increase (Decrease) in Net Assets | June 30, 2016 | December 31, 2015 |
Operations |
Net investment income (loss) | $ | 4,758,300 |
| $ | 7,817,569 |
|
Net realized gain (loss) | (2,879,948 | ) | 6,480,304 |
|
Change in net unrealized appreciation (depreciation) | 15,900,621 |
| (37,542,637 | ) |
Net increase (decrease) in net assets resulting from operations | 17,778,973 |
| (23,244,764 | ) |
| | |
Distributions to Shareholders |
From net investment income: | | |
Class I | (4,681,190 | ) | (7,309,373 | ) |
Class II | (223,273 | ) | (353,226 | ) |
Class III | — |
| (106,090 | ) |
From net realized gains: | | |
Class I | (6,606,145 | ) | (26,343,211 | ) |
Class II | (336,000 | ) | (1,694,161 | ) |
Class III | — |
| (956,534 | ) |
Decrease in net assets from distributions | (11,846,608 | ) | (36,762,595 | ) |
| | |
Capital Share Transactions |
Net increase (decrease) in net assets from capital share transactions (Note 5) | (2,991,817 | ) | 50,426,946 |
|
| | |
Redemption Fees |
Increase in net assets from redemption fees | — |
| 2,958 |
|
| | |
Net increase (decrease) in net assets | 2,940,548 |
| (9,577,455 | ) |
| | |
Net Assets |
Beginning of period | 366,563,172 |
| 376,140,627 |
|
End of period | $ | 369,503,720 |
| $ | 366,563,172 |
|
| | |
Undistributed net investment income | $ | 145,469 |
| $ | 291,632 |
|
See Notes to Financial Statements.
|
|
Notes to Financial Statements |
JUNE 30, 2016 (UNAUDITED)
1. Organization
American Century Variable Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is organized as a Maryland corporation. VP Income & Growth Fund (the fund) is one fund in a series issued by the corporation. The fund’s investment objective is to seek capital growth by investing in common stocks. Income is a secondary objective.
The fund offers Class I and Class II. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. On August 7, 2015, there were no outstanding Class III shares and the fund discontinued offering Class III.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the fund in preparation of its financial statements. The fund is an investment company and follows accounting and reporting guidance in accordance with accounting principles generally accepted in the United States of America. This may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. Management evaluated the impact of events or transactions occurring through the date the financial statements were issued that would merit recognition or disclosure.
Investment Valuations — The fund determines the fair value of its investments and computes its net asset value per share at the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. The Board of Directors has adopted valuation policies and procedures to guide the investment advisor in the fund’s investment valuation process and to provide methodologies for the oversight of the fund’s pricing function.
Equity securities that are listed or traded on a domestic securities exchange are valued at the last reported sales price or at the official closing price as provided by the exchange. Equity securities traded on foreign securities exchanges are generally valued at the closing price of such securities on the exchange where primarily traded or at the close of the NYSE, if that is earlier. If no last sales price is reported, or if local convention or regulation so provides, the mean of the latest bid and asked prices may be used. Securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official closing price.
Open-end management investment companies are valued at the reported net asset value per share. Repurchase agreements are valued at cost, which approximates fair value.
If the fund determines that the market price for an investment is not readily available or the valuation methods mentioned above do not reflect an investment’s fair value, such investment is valued as determined in good faith by the Board of Directors or its delegate, in accordance with policies and procedures adopted by the Board of Directors. In its determination of fair value, the fund may review several factors including, but not limited to, market information regarding the specific investment or comparable investments and correlation with other investment types, futures indices or general market indicators. Circumstances that may cause the fund to use these procedures to value an investment include, but are not limited to: an investment has been declared in default or is distressed; trading in a security has been suspended during the trading day or a security is not actively trading on its principal exchange; prices received from a regular pricing source are deemed unreliable; or there is a foreign market holiday and no trading occurred.
The fund monitors for significant events occurring after the close of an investment’s primary exchange but before the fund’s net asset value per share is determined. Significant events may include, but are not limited to: corporate announcements and transactions; governmental action and political unrest that could impact a specific investment or an investment sector; or armed conflicts, natural disasters and similar events that could affect investments in a specific country or region. The fund also monitors for significant fluctuations between domestic and foreign markets, as evidenced by the U.S. market or such other indicators that the Board of Directors, or its delegate, deems appropriate. If significant fluctuations in foreign markets are identified, the
fund may apply a model-derived factor to the closing price of equity securities traded on foreign securities exchanges. The factor is based on observable market data as provided by an independent pricing service.
Security Transactions — Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes.
Investment Income — Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or long-term capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund may estimate the components of distributions received that may be considered nontaxable distributions or long-term capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums.
Repurchase Agreements — The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement.
Joint Trading Account — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with certain other funds in the American Century Investments family of funds, may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations.
Income Tax Status — It is the fund’s policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. The fund files U.S. federal, state, local and non-U.S. tax returns as applicable. The fund's tax returns are subject to examination by the relevant taxing authority until expiration of the applicable statute of limitations, which is generally three years from the date of filing but can be longer in certain jurisdictions. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Multiple Class — All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets.
Distributions to Shareholders — Distributions from net investment income, if any, are generally declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually.
Redemption Fees — Prior to August 7, 2015, the fund may have imposed a 1.00% redemption fee on shares held less than 60 days. The fee was not applicable to all classes. The redemption fee was retained by the fund to help cover transaction costs that long-term investors may bear when the fund sells securities to meet investor redemptions.
Indemnifications — Under the corporation’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a fund. The risk of material loss from such claims is considered by management to be remote.
3. Fees and Transactions with Related Parties
Certain officers and directors of the corporation are also officers and/or directors of American Century Companies, Inc. (ACC). The corporation’s investment advisor, ACIM, the corporation's distributor, American Century Investment Services, Inc. (ACIS), and the corporation’s transfer agent, American Century Services, LLC, are wholly owned, directly or indirectly, by ACC.
Management Fees — The corporation has entered into a management agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The agreement provides that all expenses of managing and operating the fund, except distribution fees, brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on each class’s daily net assets and paid monthly in arrears. The rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account the fund’s assets as well as certain assets, if any, of other clients of the investment advisor outside the American Century Investments family of funds (such as subadvised funds and separate accounts) that have very similar investment teams and investment strategies (strategy assets). The annual management fee schedule ranges from 0.65% to 0.70% for Class I and Class II. The effective annual management fee for each class for the six months ended June 30, 2016 was 0.70%.
Distribution Fees — The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay ACIS an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the six months ended June 30, 2016 are detailed in the Statement of Operations.
Directors' Fees and Expenses — The Board of Directors is responsible for overseeing the investment advisor’s management and operations of the fund. The directors receive detailed information about the fund and its investment advisor regularly throughout the year, and meet at least quarterly with management of the investment advisor to review reports about fund operations. The fund’s officers do not receive compensation from the fund.
Interfund Transactions — The fund may enter into security transactions with other American Century Investments funds and other client accounts of the investment advisor, in accordance with the 1940 Act rules and procedures adopted by the Board of Directors. The rules and procedures require, among other things, that these transactions be effected at the independent current market price of the security. During the period, the interfund purchases and sales were $230,447 and $20,198, respectively.
4. Investment Transactions
Purchases and sales of investment securities, excluding short-term investments, for the six months ended June 30, 2016 were $128,744,656 and $137,059,305, respectively.
5. Capital Share Transactions
Transactions in shares of the fund were as follows:
|
| | | | | | | | | | |
| Six months ended June 30, 2016 | Year ended December 31, 2015 |
| Shares | Amount | Shares | Amount |
Class I/Shares Authorized | 300,000,000 |
| | 300,000,000 |
| |
Sold | 1,611,506 |
| $ | 13,614,008 |
| 10,384,300 |
| $ | 95,042,924 |
|
Issued in reinvestment of distributions | 1,319,646 |
| 11,287,335 |
| 3,683,630 |
| 33,652,584 |
|
Redeemed | (3,465,150 | ) | (29,360,980 | ) | (7,139,508 | ) | (66,111,803 | ) |
| (533,998 | ) | (4,459,637 | ) | 6,928,422 |
| 62,583,705 |
|
Class II/Shares Authorized | 50,000,000 |
| | 50,000,000 |
| |
Sold | 508,671 |
| 4,360,252 |
| 737,478 |
| 6,961,390 |
|
Issued in reinvestment of distributions | 65,369 |
| 559,273 |
| 223,332 |
| 2,047,387 |
|
Redeemed | (406,339 | ) | (3,451,705 | ) | (1,008,171 | ) | (9,433,274 | ) |
| 167,701 |
| 1,467,820 |
| (47,361 | ) | (424,497 | ) |
Class III/Shares Authorized | 50,000,000 |
| | 50,000,000 |
| |
Sold | | | 137,812 |
| 1,350,929 |
|
Issued in reinvestment of distributions | | | 114,856 |
| 1,062,624 |
|
Redeemed | | | (1,540,981 | ) | (14,145,815 | ) |
| | | (1,288,313 | ) | (11,732,262 | ) |
Net increase (decrease) | (366,297 | ) | $ | (2,991,817 | ) | 5,592,748 |
| $ | 50,426,946 |
|
6. Fair Value Measurements
The fund’s investments valuation process is based on several considerations and may use multiple inputs to determine the fair value of the investments held by the fund. In conformity with accounting principles generally accepted in the United States of America, the inputs used to determine a valuation are classified into three broad levels.
| |
• | Level 1 valuation inputs consist of unadjusted quoted prices in an active market for identical investments. |
| |
• | Level 2 valuation inputs consist of direct or indirect observable market data (including quoted prices for comparable investments, evaluations of subsequent market events, interest rates, prepayment speeds, credit risk, etc.). These inputs also consist of quoted prices for identical investments initially expressed in local currencies that are adjusted through translation into U.S. dollars. |
| |
• | Level 3 valuation inputs consist of unobservable data (including a fund’s own assumptions). |
The level classification is based on the lowest level input that is significant to the fair valuation measurement. The valuation inputs are not necessarily an indication of the risks associated with investing in these securities or other financial instruments. There were no significant transfers between levels during the period.
The following is a summary of the level classifications as of period end. The Schedule of Investments provides additional information on the fund’s portfolio holdings.
|
| | | | | | | | |
| Level 1 | Level 2 | Level 3 |
Assets |
Investment Securities |
Common Stocks | $ | 366,506,879 |
| — |
| — |
|
Temporary Cash Investments | 2,772 |
| $ | 2,761,000 |
| — |
|
| $ | 366,509,651 |
| $ | 2,761,000 |
| — |
|
7. Federal Tax Information
The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
As of June 30, 2016, the components of investments for federal income tax purposes were as follows:
|
| | | |
Federal tax cost of investments | $ | 313,603,509 |
|
Gross tax appreciation of investments | $ | 66,637,825 |
|
Gross tax depreciation of investments | (10,970,683 | ) |
Net tax appreciation (depreciation) of investments | $ | 55,667,142 |
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
|
| | | | | | | | | | | | | | | |
For a Share Outstanding Throughout the Years Ended December 31 (except as noted) |
Per-Share Data | Ratios and Supplemental Data |
| | Income From Investment Operations: | Distributions From: | | | Ratio to Average Net Assets of: | | |
| Net Asset Value, Beginning of Period | Net Investment Income (Loss)(1) | Net Realized and Unrealized Gain (Loss) | Total From Investment Operations | Net Investment Income | Net Realized Gains | Total Distributions | Net Asset Value, End of Period | Total Return(2) | Operating Expenses | Net Investment Income (Loss) | Portfolio Turnover Rate | Net Assets, End of Period (in thousands) |
Class I |
2016(3) | $8.57 | 0.11 | 0.31 | 0.42 | (0.12) | (0.16) | (0.28) | $8.71 | 4.99% | 0.70%(4) | 2.66%(4) | 36% |
| $350,335 |
|
2015 | $10.11 | 0.19 | (0.71) | (0.52) | (0.19) | (0.83) | (1.02) | $8.57 | (5.62)% | 0.70% | 2.14% | 88% |
| $349,147 |
|
2014 | $9.17 | 0.20 | 0.94 | 1.14 | (0.20) | — | (0.20) | $10.11 | 12.50% | 0.70% | 2.13% | 77% |
| $342,075 |
|
2013 | $6.90 | 0.18 | 2.27 | 2.45 | (0.18) | — | (0.18) | $9.17 | 35.82% | 0.70% | 2.28% | 73% |
| $271,368 |
|
2012 | $6.14 | 0.14 | 0.76 | 0.90 | (0.14) | — | (0.14) | $6.90 | 14.74% | 0.70% | 2.08% | 66% |
| $221,515 |
|
2011 | $6.05 | 0.10 | 0.09 | 0.19 | (0.10) | — | (0.10) | $6.14 | 3.11% | 0.70% | 1.61% | 54% |
| $217,635 |
|
Class II |
2016(3) | $8.57 | 0.10 | 0.31 | 0.41 | (0.11) | (0.16) | (0.27) | $8.71 | 4.86% | 0.95%(4) | 2.41%(4) | 36% |
| $19,168 |
|
2015 | $10.11 | 0.17 | (0.71) | (0.54) | (0.17) | (0.83) | (1.00) | $8.57 | (5.95)% | 0.95% | 1.89% | 88% |
| $17,417 |
|
2014 | $9.17 | 0.18 | 0.93 | 1.11 | (0.17) | — | (0.17) | $10.11 | 12.33% | 0.95% | 1.88% | 77% |
| $21,038 |
|
2013 | $6.90 | 0.17 | 2.26 | 2.43 | (0.16) | — | (0.16) | $9.17 | 35.48% | 0.95% | 2.03% | 73% |
| $19,095 |
|
2012 | $6.14 | 0.12 | 0.77 | 0.89 | (0.13) | — | (0.13) | $6.90 | 14.46% | 0.95% | 1.83% | 66% |
| $13,960 |
|
2011 | $6.05 | 0.08 | 0.09 | 0.17 | (0.08) | — | (0.08) | $6.14 | 2.86% | 0.95% | 1.36% | 54% |
| $13,285 |
|
|
| | | | |
Notes to Financial Highlights | | |
| |
(1) | Computed using average shares outstanding throughout the period. |
| |
(2) | Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized. |
| |
(3) | Six months ended June 30, 2016 (unaudited). |
See Notes to Financial Statements.
|
|
Approval of Management Agreement |
At a meeting held on June 29, 2016, the Fund’s Board of Directors (the "Board") unanimously approved the renewal of the management agreement pursuant to which American Century Investment Management, Inc. (the “Advisor”) acts as the investment advisor for the Fund. Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated, and approved by a majority of a fund’s directors (the “Directors”), including a majority of the independent Directors, each year.
Prior to its consideration of the renewal of the management agreement, the Directors requested and reviewed extensive data and information compiled by the Advisor and certain independent providers of evaluation data concerning the Fund and the services provided to the Fund by the Advisor. This review was in addition to the oversight and evaluation undertaken by the Board and its committees on a continual basis and the information received was supplemental to the extensive information that the Board and its committees receive and consider throughout the year.
In connection with its consideration of the renewal of the management agreement, the Board’s review and evaluation of the services provided by the Advisor included, but was not limited to, the following:
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• | the nature, extent, and quality of investment management, shareholder services, and other services provided and to be provided to the Fund; |
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• | the wide range of other programs and services provided and to be provided to the Fund and its shareholders on a routine and non-routine basis; |
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• | the investment performance of the Fund, including data comparing the Fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; |
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• | the cost of owning the Fund compared to the cost of owning similar funds; |
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• | the compliance policies, procedures, and regulatory experience of the Advisor and the Fund's service providers; |
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• | financial data showing the cost of services provided to the Fund, the profitability of the Fund to the Advisor, and the overall profitability of the Advisor; |
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• | possible economies of scale associated with the Advisor’s management of the Fund and other accounts under its management; |
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• | data comparing services provided and charges to the Advisor's other investment management clients; |
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• | acquired fund fees and expenses; |
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• | payments by the Fund and the Advisor to financial intermediaries and the nature of services provided; and |
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• | any collateral benefits derived by the Advisor from the management of the Fund. |
In keeping with their practice, the Directors held two in-person meetings and one telephonic meeting to review and discuss the information provided. The independent Directors also had the benefit of the advice of their independent counsel throughout the process.
Factors Considered
The Directors considered all of the information provided by the Advisor, the independent data providers, and independent counsel in connection with the approval. They determined that the information was sufficient for them to evaluate the management agreement for the Fund. In connection with their review, the Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors.
In deciding to renew the management agreement, the Board based its decision on a number of factors, including the following:
Nature, Extent and Quality of Services - Generally. Under the management agreement, the Advisor is responsible for providing or arranging for all services necessary for the operation of the Fund. The Board noted that under the management agreement, the Advisor provides or arranges at its own expense a wide variety of services including:
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• | constructing and designing the Fund |
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• | portfolio research and security selection |
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• | initial capitalization/funding |
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• | daily valuation of the Fund’s portfolio |
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• | shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping, and communications |
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• | legal services (except the independent Directors’ counsel) |
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• | regulatory and portfolio compliance |
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• | marketing and distribution (except amounts paid by the Fund under Rule 12b-1 plans) |
The Board noted that many of these services have expanded over time in terms of both quantity and complexity in response to shareholder demands, competition in the industry, changing distribution channels, and the changing regulatory environment. The Board noted specifically the resources the Advisor has committed to enhancing cybersecurity protections for the benefit of shareholders.
Investment Management Services. The nature of the investment management services provided to the Fund is quite complex and allows Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes by investing in or exchanging among various American Century Investments funds, and liquidity. In evaluating investment performance, the Board expects the Advisor to manage the Fund in accordance with its investment objectives and approved strategies. Further, the Directors recognize that the Advisor has an obligation to monitor trading activities, and in particular to seek the best execution of fund trades, and to evaluate the use of and payment for research. In providing these services, the Advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance, and other systems to conduct their business. The Board, directly and through its Fund Performance Review Committee, provides oversight of the investment performance process. It regularly reviews investment performance information for the Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. The Directors also review detailed performance information provided by the Advisor during the management agreement approval process. If performance concerns are identified, the Fund receives special reviews until performance improves, during which the Board receives a report from the Advisor regarding the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The Fund’s performance was below its benchmark for the one-, three-, five-, and ten-year periods reviewed by the Board. During the management agreement approval process, the Board discussed the Fund's performance with the Advisor and was satisfied with the efforts being undertaken by the Advisor. The Board found the investment management services provided by the Advisor to the Fund to be satisfactory and consistent with the management agreement.
Shareholder and Other Services. Under the management agreement, the Advisor provides the Fund with a comprehensive package of transfer agency, shareholder, and other services. The Board, directly and through various committees of the Board, regularly reviews reports and evaluations of such services at its regular meetings. These reports include, but are not limited to, information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to Fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. The Board particularly noted the Advisor’s continual efforts to maintain effective business continuity plans and to address cybersecurity threats. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisor. The Board found the services provided by the Advisor to the Fund under the management agreement to be competitive and of high quality.
Costs of Services and Profitability. The Advisor provides detailed information concerning its cost of providing various services to the Fund, its profitability in managing the Fund (pre- and post-distribution), its overall profitability, and its financial condition. The Directors have reviewed with the Advisor the methodology used to prepare this financial information. This information is considered in evaluating the Advisor’s financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The Board concluded that the Advisor’s profits were reasonable in light of the services provided to the Fund.
Ethics. The Board generally considers the Advisor’s commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the Advisor’s practices generally meet or exceed industry best practices.
Economies of Scale. The Board also reviewed information provided by the Advisor regarding the possible existence of economies of scale in connection with the management of the Fund. The Board concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Board concluded that the Advisor is appropriately sharing economies of scale through its competitive fee structure, offering competitive fees from fund inception, and through reinvestment in its business to provide shareholders additional content and services. The Board also noted that economies of scale are shared with the Fund and its shareholders through management fee breakpoints that serve to reduce the effective management fee as the assets of the Fund grow.
Comparison to Other Funds’ Fees. The management agreement provides that the Fund pays the Advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than brokerage expenses, expenses attributable to short sales, taxes, interest, extraordinary expenses, and the fees and expenses of the Fund’s independent Directors (including their independent legal counsel) 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 1940 Act. Under the unified fee structure, the Advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges, and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Board believes the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisor the risk of increased costs of operating the Fund and provides a direct incentive to minimize administrative inefficiencies. Part of the Board’s analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider comparing the Fund’s unified fee to
the total expense ratios of its peers. The unified fee charged to shareholders of the Fund was below the median of the total expense ratios of the Fund’s peer expense universe and was within the range of its peer expense group. The Board concluded that the management fee paid by the Fund to the Advisor under the management agreement is reasonable in light of the services provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisor. The Directors also requested and received information from the Advisor concerning the nature of the services, fees, costs, and profitability of its advisory services to advisory clients other than the Fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the Fund. The Board analyzed this information and concluded that the fees charged and services provided to the Fund were reasonable by comparison.
Payments to Intermediaries. The Directors also requested and received a description of payments made to intermediaries by the Fund and the Advisor. These payments include various payments made by the Fund or the Advisor to different types of intermediaries and recordkeepers for distribution and service activities provided for the Fund. The Board received confirmation from the Advisor that all such payments by the Fund intended for distribution were made pursuant to the Fund's 12b-1 Plan. The Board reviewed such information and found the payments to be reasonable in scope and purpose.
Collateral or “Fall-Out” Benefits Derived by the Advisor. The Board considered the existence of collateral benefits the Advisor may receive as a result of its relationship with the Fund. They concluded that the Advisor’s primary business is managing mutual funds and it generally does not use fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Board noted that additional assets from other clients may offer the Advisor some benefit from increased leverage with service providers and counterparties. Additionally, the Advisor receives proprietary research from broker-dealers that execute fund portfolio transactions, which the Board concluded is likely to benefit other clients of the Advisor, as well as Fund shareholders. The Board also determined that the Advisor is able to provide investment management services to certain clients other than the Fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Board concluded that appropriate allocation methodologies had been employed to assign resources and the cost of those resources to these other clients and, where expressly provided, these other client assets may be included with the assets of the Fund to determine breakpoints in the management fee schedule.
Existing Relationship. The Board also considered whether there was any reason for not continuing the existing arrangement with the Advisor. In this regard, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties, and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Advisor’s industry standing and reputation and in the expectation that the Advisor will have a continuing role in providing advisory services to the Fund.
Conclusion of the Directors. As a result of this process, the Board, including all of the independent Directors, taking into account all of the factors discussed above and the information provided by the Advisor and others in connection with its review and throughout the year, determined that the management fee is fair and reasonable in light of the services provided and that the investment management agreement between the Fund and the Advisor should be renewed.
Proxy Voting Policies
A description of the policies that the fund's investment advisor uses in exercising the voting rights associated with the securities purchased and/or held by the fund is available without charge, upon request, by calling 1-800-378-9878. It is also available on the "About Us" page of American Century Investments’ website at americancentury.com and on the Securities and Exchange Commission’s website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov.
Quarterly Portfolio Disclosure
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878.
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Contact Us | americancentury.com | |
Automated Information Line | 1-800-345-8765 | |
Investment Professional Service Representatives | 1-800-345-6488 | |
Telecommunications Relay Service for the Deaf | 711 | |
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American Century Variable Portfolios, Inc. | |
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Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri | |
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This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. | |
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©2016 American Century Proprietary Holdings, Inc. All rights reserved. CL-SAN-89939 1608 | |
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| Semiannual Report |
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| June 30, 2016 |
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| VP International Fund |
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Fund Characteristics | |
Shareholder Fee Example | |
Schedule of Investments | |
Statement of Assets and Liabilities | |
Statement of Operations | |
Statement of Changes in Net Assets | |
Notes to Financial Statements | |
Financial Highlights | |
Approval of Management Agreement | |
Additional Information | |
Any opinions expressed in this report reflect those of the author as of the date of the report, and do not necessarily represent the opinions of American Century Investments® or any other person in the American Century Investments organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century Investments disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century Investments funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century Investments fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century Investments by third party vendors. To the best of American Century Investments’ knowledge, such information is accurate at the time of printing.
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JUNE 30, 2016 |
Top Ten Holdings | % of net assets |
Roche Holding AG | 3.9% |
Reckitt Benckiser Group plc | 2.8% |
Novo Nordisk A/S, B Shares | 2.1% |
AIA Group Ltd. | 2.1% |
Shire plc | 2.0% |
Pandora A/S | 1.7% |
adidas AG | 1.7% |
Tencent Holdings Ltd. | 1.7% |
TOTAL SA | 1.6% |
Ryohin Keikaku Co. Ltd. | 1.5% |
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Types of Investments in Portfolio | % of net assets |
Common Stocks | 98.7% |
Temporary Cash Investments | 1.4% |
Other Assets and Liabilities | (0.1)% |
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Investments by Country | % of net assets |
United Kingdom | 22.7% |
Japan | 15.3% |
France | 15.1% |
Germany | 7.0% |
Switzerland | 5.3% |
Denmark | 4.9% |
Netherlands | 3.3% |
Sweden | 3.1% |
Ireland | 2.9% |
China | 2.9% |
Hong Kong | 2.6% |
Belgium | 2.3% |
Spain | 2.1% |
Other Countries | 9.2% |
Cash and Equivalents* | 1.3% |
*Includes temporary cash investments and other assets and liabilities.
Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2016 to June 30, 2016.
Actual Expenses
The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund’s share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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| Beginning Account Value 1/1/16 | Ending Account Value 6/30/16 | Expenses Paid During Period(1) 1/1/16 - 6/30/16 | Annualized Expense Ratio(1) |
Actual | | | | |
Class I (after waiver) | $1,000 | $945.00 | $5.17 | 1.07% |
Class I (before waiver) | $1,000 | $945.00(2) | $6.67 | 1.38% |
Class II (after waiver) | $1,000 | $944.50 | $5.90 | 1.22% |
Class II (before waiver) | $1,000 | $944.50(2) | $7.40 | 1.53% |
Hypothetical | | | | |
Class I (after waiver) | $1,000 | $1,019.54 | $5.37 | 1.07% |
Class I (before waiver) | $1,000 | $1,018.00 | $6.92 | 1.38% |
Class II (after waiver) | $1,000 | $1,018.80 | $6.12 | 1.22% |
Class II (before waiver) | $1,000 | $1,017.26 | $7.67 | 1.53% |
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(1) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 182, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. |
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(2) | Ending account value assumes the return earned after waiver and would have been lower if a portion of the fees had not been waived. |
JUNE 30, 2016 (UNAUDITED)
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| Shares | Value |
COMMON STOCKS — 98.7% | | |
Austria — 0.9% | | |
Erste Group Bank AG | 82,540 | $ | 1,887,554 |
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Belgium — 2.3% | | |
Anheuser-Busch InBev SA/NV | 21,350 | 2,806,449 |
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KBC Groep NV(1) | 38,250 | 1,875,214 |
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| | 4,681,663 |
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Brazil — 0.2% | | |
BM&FBovespa SA | 77,000 | 427,152 |
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Canada — 1.0% | | |
Alimentation Couche-Tard, Inc., B Shares | 49,230 | 2,114,076 |
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China — 2.9% | | |
Alibaba Group Holding Ltd. ADR(1) | 19,550 | 1,554,811 |
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Baidu, Inc. ADR(1) | 6,210 | 1,025,582 |
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Tencent Holdings Ltd. | 151,000 | 3,440,038 |
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| | 6,020,431 |
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Denmark — 4.9% | | |
DSV A/S | 47,940 | 2,015,619 |
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Novo Nordisk A/S, B Shares | 82,830 | 4,454,354 |
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Pandora A/S | 26,780 | 3,635,244 |
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| | 10,105,217 |
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France — 15.1% | | |
ArcelorMittal(1) | 170,370 | 784,400 |
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Arkema SA | 22,600 | 1,744,025 |
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Capgemini SA | 16,900 | 1,474,893 |
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Criteo SA ADR(1) | 29,560 | 1,357,395 |
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Essilor International SA | 20,912 | 2,783,240 |
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Iliad SA | 6,450 | 1,311,128 |
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Kering | 12,980 | 2,116,862 |
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Legrand SA | 37,340 | 1,926,555 |
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Pernod Ricard SA | 13,220 | 1,472,539 |
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Publicis Groupe SA | 26,720 | 1,810,229 |
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Rexel SA | 71,590 | 903,827 |
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Thales SA | 26,330 | 2,209,785 |
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TOTAL SA | 70,065 | 3,378,652 |
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Valeo SA | 58,170 | 2,598,019 |
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Veolia Environnement SA | 89,210 | 1,938,045 |
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Vinci SA | 29,630 | 2,110,300 |
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Vivendi SA | 79,250 | 1,501,562 |
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| | 31,421,456 |
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Germany — 7.0% | | |
adidas AG | 24,670 | 3,518,057 |
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Deutsche Boerse AG | 21,940 | 1,796,375 |
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Fresenius Medical Care AG & Co. KGaA | 33,520 | 2,900,342 |
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HeidelbergCement AG | 30,810 | 2,310,144 |
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ProSiebenSat.1 Media SE | 12,780 | 558,047 |
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Symrise AG | 21,318 | 1,452,621 |
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| Shares | Value |
Zalando SE(1) | 73,298 | $ | 1,940,421 |
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| | 14,476,007 |
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Hong Kong — 2.6% | | |
AIA Group Ltd. | 734,600 | 4,426,596 |
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Sands China Ltd. | 311,600 | 1,054,942 |
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| | 5,481,538 |
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India — 0.9% | | |
Tata Motors Ltd.(1) | 280,550 | 1,927,300 |
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Indonesia — 1.2% | | |
Astra International Tbk PT | 2,843,300 | 1,602,751 |
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Bank Mandiri Persero Tbk PT | 1,271,900 | 922,043 |
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| | 2,524,794 |
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Ireland — 2.9% | | |
Bank of Ireland(1) | 2,560,397 | 533,567 |
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CRH plc | 72,160 | 2,080,858 |
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Ryanair Holdings plc ADR | 26,597 | 1,849,555 |
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Smurfit Kappa Group plc | 71,002 | 1,573,833 |
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| | 6,037,813 |
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Israel — 0.9% | | |
Mobileye NV(1) | 38,370 | 1,770,392 |
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Japan — 15.3% | | |
Calbee, Inc. | 59,500 | 2,469,971 |
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Daikin Industries Ltd. | 18,300 | 1,524,681 |
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Daito Trust Construction Co. Ltd. | 15,500 | 2,512,488 |
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Isuzu Motors Ltd. | 40,900 | 500,597 |
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Kao Corp. | 22,500 | 1,298,451 |
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Keyence Corp. | 2,500 | 1,686,132 |
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Kubota Corp. | 193,400 | 2,590,280 |
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Mitsubishi Estate Co. Ltd. | 63,000 | 1,151,896 |
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Nitori Holdings Co. Ltd. | 21,100 | 2,531,617 |
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NTT DOCOMO, Inc. | 43,600 | 1,173,185 |
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Olympus Corp. | 52,700 | 1,960,645 |
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Ono Pharmaceutical Co. Ltd. | 49,900 | 2,154,789 |
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ORIX Corp. | 164,800 | 2,104,407 |
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Ryohin Keikaku Co. Ltd. | 13,200 | 3,202,569 |
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Seven & i Holdings Co. Ltd. | 68,200 | 2,847,302 |
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Suntory Beverage & Food Ltd. | 48,600 | 2,187,013 |
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| | 31,896,023 |
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Mexico — 1.1% | | |
Cemex SAB de CV ADR(1) | 247,252 | 1,525,545 |
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Fomento Economico Mexicano SAB de CV ADR | 6,960 | 643,730 |
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| | 2,169,275 |
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Netherlands — 3.3% | | |
ASML Holding NV | 19,210 | 1,904,155 |
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Koninklijke DSM NV | 26,950 | 1,561,534 |
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Koninklijke Vopak NV | 28,480 | 1,426,508 |
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NXP Semiconductors NV(1) | 25,840 | 2,024,306 |
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| | 6,916,503 |
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Norway — 1.1% | | |
Statoil ASA | 128,420 | 2,223,644 |
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| Shares | Value |
Portugal — 1.2% | | |
Jeronimo Martins SGPS SA | 153,642 | $ | 2,420,583 |
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South Korea — 0.7% | | |
Amorepacific Corp. | 3,950 | 1,488,664 |
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Spain — 2.1% | | |
Cellnex Telecom SAU | 79,537 | 1,247,594 |
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Industria de Diseno Textil SA | 91,910 | 3,064,965 |
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| | 4,312,559 |
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Sweden — 3.1% | | |
Hexagon AB, B Shares | 65,640 | 2,389,293 |
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Lundin Petroleum AB(1) | 104,550 | 1,890,174 |
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Svenska Cellulosa AB SCA, B Shares | 69,168 | 2,205,685 |
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| | 6,485,152 |
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Switzerland — 5.3% | | |
Actelion Ltd. | 9,490 | 1,592,389 |
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Julius Baer Group Ltd. | 35,770 | 1,437,471 |
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Roche Holding AG | 30,509 | 8,055,308 |
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| | 11,085,168 |
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United Kingdom — 22.7% | | |
Admiral Group plc | 68,490 | 1,869,393 |
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Ashtead Group plc | 170,564 | 2,447,785 |
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ASOS plc(1) | 26,737 | 1,424,590 |
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Associated British Foods plc | 21,083 | 764,429 |
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Auto Trader Group plc | 574,287 | 2,715,517 |
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Aviva plc | 408,330 | 2,194,483 |
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British American Tobacco plc | 23,000 | 1,496,620 |
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Bunzl plc | 82,970 | 2,566,303 |
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Carnival plc | 45,740 | 2,030,701 |
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Compass Group plc | 113,690 | 2,167,112 |
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Liberty Global plc LiLAC, Class A(1) | 3,869 | 124,817 |
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London Stock Exchange Group plc | 66,390 | 2,248,898 |
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Pearson plc | 91,590 | 1,194,532 |
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Prudential plc | 53,460 | 910,734 |
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Reckitt Benckiser Group plc | 56,900 | 5,724,458 |
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Rio Tinto plc | 74,297 | 2,296,529 |
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Royal Dutch Shell plc, Class A | 61,500 | 1,686,700 |
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Shire plc | 67,510 | 4,157,230 |
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St. James's Place plc | 180,512 | 1,933,498 |
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Weir Group plc (The) | 71,820 | 1,386,808 |
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Wolseley plc | 56,390 | 2,922,421 |
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Worldpay Group plc(1) | 811,763 | 2,954,739 |
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| | 47,218,297 |
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TOTAL COMMON STOCKS (Cost $195,415,417) | | 205,091,261 |
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| Shares | Value |
TEMPORARY CASH INVESTMENTS — 1.4% | | |
Repurchase Agreement, Fixed Income Clearing Corp., (collateralized by various U.S. Treasury obligations, 3.00%, 11/15/45, valued at $3,067,163), at 0.20%, dated 6/30/16, due 7/1/16 (Delivery value $3,007,017) | | 3,007,000 |
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State Street Institutional Liquid Reserves Fund, Premier Class | 2,348 | 2,348 |
|
TOTAL TEMPORARY CASH INVESTMENTS (Cost $3,009,348) | | 3,009,348 |
|
TOTAL INVESTMENT SECURITIES — 100.1% (Cost $198,424,765) | | 208,100,609 |
|
OTHER ASSETS AND LIABILITIES — (0.1)% | | (209,886) |
|
TOTAL NET ASSETS — 100.0% | | $ | 207,890,723 |
|
|
| | |
MARKET SECTOR DIVERSIFICATION | |
(as a % of net assets) | |
Consumer Discretionary | 18.6 | % |
Consumer Staples | 14.5 | % |
Financials | 13.5 | % |
Health Care | 13.3 | % |
Industrials | 12.5 | % |
Information Technology | 11.7 | % |
Materials | 7.5 | % |
Energy | 4.4 | % |
Telecommunication Services | 1.8 | % |
Utilities | 0.9 | % |
Cash and Equivalents* | 1.3 | % |
*Includes temporary cash investments and other assets and liabilities.
|
| | |
NOTES TO SCHEDULE OF INVESTMENTS |
ADR | - | American Depositary Receipt |
See Notes to Financial Statements.
|
|
Statement of Assets and Liabilities |
|
| | | |
JUNE 30, 2016 (UNAUDITED) | |
Assets | |
Investment securities, at value (cost of $198,424,765) | $ | 208,100,609 |
|
Foreign currency holdings, at value (cost of $181,717) | 179,683 |
|
Receivable for investments sold | 4,201,545 |
|
Receivable for capital shares sold | 76,407 |
|
Dividends and interest receivable | 1,131,622 |
|
Other assets | 11,942 |
|
| 213,701,808 |
|
| |
Liabilities | |
Payable for investments purchased | 5,413,738 |
|
Payable for capital shares redeemed | 201,277 |
|
Accrued management fees | 176,945 |
|
Distribution fees payable | 8,672 |
|
Accrued foreign taxes | 10,453 |
|
| 5,811,085 |
|
| |
Net Assets | $ | 207,890,723 |
|
| |
Net Assets Consist of: | |
Capital (par value and paid-in surplus) | $ | 203,491,235 |
|
Undistributed net investment income | 196,353 |
|
Accumulated net realized loss | (5,514,845 | ) |
Net unrealized appreciation | 9,717,980 |
|
| $ | 207,890,723 |
|
|
| | | | | | |
| Net Assets | Shares Outstanding | Net Asset Value Per Share |
Class I, $0.01 Par Value |
| $166,710,228 |
| 17,795,354 |
| $9.37 |
Class II, $0.01 Par Value |
| $41,180,495 |
| 4,399,318 |
| $9.36 |
See Notes to Financial Statements.
|
| | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) | |
Investment Income (Loss) | |
Income: | |
Dividends (net of foreign taxes withheld of $329,473) | $ | 2,961,795 |
|
Interest | 228 |
|
| 2,962,023 |
|
| |
Expenses: | |
Management fees | 1,408,973 |
|
Distribution fees - Class II | 53,876 |
|
Directors' fees and expenses | 3,586 |
|
Other expenses | 25,658 |
|
| 1,492,093 |
|
Fees waived | (328,736 | ) |
| 1,163,357 |
|
| |
Net investment income (loss) | 1,798,666 |
|
| |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | |
Investment transactions | (1,693,023 | ) |
Foreign currency transactions | (15,034 | ) |
| (1,708,057 | ) |
| |
Change in net unrealized appreciation (depreciation) on: | |
Investments (includes (increase) decrease in accrued foreign taxes of $(10,453)) | (13,181,672 | ) |
Translation of assets and liabilities in foreign currencies | 14,971 |
|
| (13,166,701 | ) |
| |
Net realized and unrealized gain (loss) | (14,874,758 | ) |
| |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | (13,076,092 | ) |
See Notes to Financial Statements.
|
|
Statement of Changes in Net Assets |
|
| | | | | | |
SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2015 |
Increase (Decrease) in Net Assets | June 30, 2016 | December 31, 2015 |
Operations | | |
Net investment income (loss) | $ | 1,798,666 |
| $ | 1,943,860 |
|
Net realized gain (loss) | (1,708,057 | ) | 15,509,216 |
|
Change in net unrealized appreciation (depreciation) | (13,166,701 | ) | (14,746,384 | ) |
Net increase (decrease) in net assets resulting from operations | (13,076,092 | ) | 2,706,692 |
|
| | |
Distributions to Shareholders | | |
From net investment income: | | |
Class I | (1,786,018 | ) | (760,842 | ) |
Class II | (396,032 | ) | (110,696 | ) |
Class III | — |
| (2,813 | ) |
Class IV | — |
| (2,606 | ) |
Decrease in net assets from distributions | (2,182,050 | ) | (876,957 | ) |
| | |
Capital Share Transactions | | |
Net increase (decrease) in net assets from capital share transactions (Note 5) | (8,255,070 | ) | (33,774,931 | ) |
| | |
Redemption Fees | | |
Increase in net assets from redemption fees | — |
| 18 |
|
| | |
Net increase (decrease) in net assets | (23,513,212 | ) | (31,945,178 | ) |
| | |
Net Assets | | |
Beginning of period | 231,403,935 |
| 263,349,113 |
|
End of period | $ | 207,890,723 |
| $ | 231,403,935 |
|
| | |
Undistributed net investment income | $ | 196,353 |
| $ | 579,737 |
|
See Notes to Financial Statements.
|
|
Notes to Financial Statements |
JUNE 30, 2016 (UNAUDITED)
1. Organization
American Century Variable Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is organized as a Maryland corporation. VP International Fund (the fund) is one fund in a series issued by the corporation. The fund’s investment objective is to seek capital growth.
The fund offers Class I and Class II. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. Class II is charged a lower unified management fee because it has a separate arrangement for distribution services. On August 7, 2015, there were no outstanding Class III and Class IV shares and the fund discontinued offering Class III and Class IV.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the fund in preparation of its financial statements. The fund is an investment company and follows accounting and reporting guidance in accordance with accounting principles generally accepted in the United States of America. This may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. Management evaluated the impact of events or transactions occurring through the date the financial statements were issued that would merit recognition or disclosure.
Investment Valuations — The fund determines the fair value of its investments and computes its net asset value per share at the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. The Board of Directors has adopted valuation policies and procedures to guide the investment advisor in the fund’s investment valuation process and to provide methodologies for the oversight of the fund’s pricing function.
Equity securities that are listed or traded on a domestic securities exchange are valued at the last reported sales price or at the official closing price as provided by the exchange. Equity securities traded on foreign securities exchanges are generally valued at the closing price of such securities on the exchange where primarily traded or at the close of the NYSE, if that is earlier. If no last sales price is reported, or if local convention or regulation so provides, the mean of the latest bid and asked prices may be used. Securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official closing price. Equity securities initially expressed in local currencies are translated into U.S. dollars at the mean of the appropriate currency exchange rate at the close of the NYSE as provided by an independent pricing service.
Open-end management investment companies are valued at the reported net asset value per share. Repurchase agreements are valued at cost, which approximates fair value.
If the fund determines that the market price for an investment is not readily available or the valuation methods mentioned above do not reflect an investment’s fair value, such investment is valued as determined in good faith by the Board of Directors or its delegate, in accordance with policies and procedures adopted by the Board of Directors. In its determination of fair value, the fund may review several factors including, but not limited to, market information regarding the specific investment or comparable investments and correlation with other investment types, futures indices or general market indicators. Circumstances that may cause the fund to use these procedures to value an investment include, but are not limited to: an investment has been declared in default or is distressed; trading in a security has been suspended during the trading day or a security is not actively trading on its principal exchange; prices received from a regular pricing source are deemed unreliable; or there is a foreign market holiday and no trading occurred.
The fund monitors for significant events occurring after the close of an investment’s primary exchange but before the fund’s net asset value per share is determined. Significant events may include, but are not limited to: corporate announcements and transactions; governmental action and political unrest that could impact a specific investment or an investment sector; or armed conflicts, natural disasters and similar events that could affect investments in a specific country or region. The fund also monitors for significant fluctuations between domestic and foreign markets, as evidenced by the U.S. market or such other indicators that the Board of
Directors, or its delegate, deems appropriate. If significant fluctuations in foreign markets are identified, the fund may apply a model-derived factor to the closing price of equity securities traded on foreign securities exchanges. The factor is based on observable market data as provided by an independent pricing service.
Security Transactions — Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes. Certain countries impose taxes on realized gains on the sale of securities registered in their country. The fund records the foreign tax expense, if any, on an accrual basis. The foreign tax expense on realized gains and unrealized appreciation reduces the net realized gain (loss) on investment transactions and net unrealized appreciation (depreciation) on investments, respectively.
Investment Income — Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or long-term capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund may estimate the components of distributions received that may be considered nontaxable distributions or long-term capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums.
Foreign Currency Translations — All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. The fund may enter into spot foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of investment securities, dividend and interest income, spot foreign currency exchange contracts, and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Net realized and unrealized foreign currency exchange gains or losses related to investment securities are a component of net realized gain (loss) on investment transactions and change in net unrealized appreciation (depreciation) on investments, respectively.
Repurchase Agreements — The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement.
Joint Trading Account — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with certain other funds in the American Century Investments family of funds, may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations.
Income Tax Status — It is the fund’s policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. The fund files U.S. federal, state, local and non-U.S. tax returns as applicable. The fund's tax returns are subject to examination by the relevant taxing authority until expiration of the applicable statute of limitations, which is generally three years from the date of filing but can be longer in certain jurisdictions. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Multiple Class — All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets.
Distributions to Shareholders — Distributions from net investment income and net realized gains, if any, are generally declared and paid annually.
Redemption Fees — Prior to August 7, 2015 the fund may have imposed a 1.00% redemption fee on shares held less than 60 days. The fee was not applicable to all classes. The redemption fee was retained by the fund to help cover transaction costs that long-term investors may bear when the fund sells securities to meet investor redemptions.
Indemnifications — Under the corporation’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a fund. The risk of material loss from such claims is considered by management to be remote.
3. Fees and Transactions with Related Parties
Certain officers and directors of the corporation are also officers and/or directors of American Century Companies, Inc. (ACC). The corporation’s investment advisor, ACIM, the corporation's distributor, American Century Investment Services, Inc. (ACIS), and the corporation’s transfer agent, American Century Services, LLC, are wholly owned, directly or indirectly, by ACC.
Management Fees — The corporation has entered into a management agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The agreement provides that all expenses of managing and operating the fund, except distribution fees, brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on each class's daily net assets and paid monthly in arrears. The rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account the fund's assets as well as certain assets, if any, of other clients of the investment advisor outside the American Century Investments family of funds (such as subadvised funds and separate accounts) that have very similar investment teams and investment strategies (strategy assets). The annual management fee schedule ranges from 1.00% to 1.50% for Class I and from 0.90% to 1.40% for Class II. From January 1, 2016 through July 31, 2016, the investment advisor agreed to waive 0.31% of the fund's management fee. Effective August 1, 2016, the investment advisor agreed to decrease the amount of the waiver from 0.31% to 0.21% of the fund’s management fee. The investment advisor expects this waiver to continue until July 31, 2017 and cannot terminate it prior to such date without the approval of the Board of Directors. The total amount of the waiver for each class for the six months ended June 30, 2016 was $261,930 and $66,806 for Class I and Class II, respectively. The effective annual management fee before waiver for each class for the six months ended June 30, 2016 was 1.35% and 1.25%, for Class I and Class II, respectively. The effective annual management fee after waiver for each class for the six months ended June 30, 2016 was 1.04% and 0.94%, for Class I and Class II, respectively.
Distribution Fees — The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay ACIS an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the six months ended June 30, 2016 are detailed in the Statement of Operations.
Directors' Fees and Expenses — The Board of Directors is responsible for overseeing the investment advisor’s management and operations of the fund. The directors receive detailed information about the fund and its investment advisor regularly throughout the year, and meet at least quarterly with management of the investment advisor to review reports about fund operations. The fund’s officers do not receive compensation from the fund.
Other Expenses — The fund’s other expenses may include interest charges, clearing exchange fees, proxy solicitation expenses, filing fees for foreign tax reclaims and other miscellaneous expenses. The impact of total other expenses to the ratio of operating expenses to average net assets was 0.02% for the six months ended June 30, 2016.
Interfund Transactions — The fund may enter into security transactions with other American Century Investments funds and other client accounts of the investment advisor, in accordance with the 1940 Act rules and procedures adopted by the Board of Directors. The rules and procedures require, among other things, that these transactions be effected at the independent current market price of the security. There were no interfund transactions during the period.
4. Investment Transactions
Purchases and sales of investment securities, excluding short-term investments, for the six months ended June 30, 2016 were $81,060,424 and $87,954,950, respectively.
5. Capital Share Transactions
Transactions in shares of the fund were as follows:
|
| | | | | | | | | | |
| Six months ended June 30, 2016 | Year ended December 31, 2015 |
| Shares | Amount | Shares | Amount |
Class I/Shares Authorized | 200,000,000 |
| | 200,000,000 |
| |
Sold | 1,614,891 |
| $ | 15,346,853 |
| 2,416,900 |
| $ | 25,299,667 |
|
Issued in reinvestment of distributions | 189,397 |
| 1,786,018 |
| 71,307 |
| 760,842 |
|
Redeemed | (2,337,102 | ) | (21,861,681 | ) | (5,244,041 | ) | (54,311,788 | ) |
| (532,814 | ) | (4,728,810 | ) | (2,755,834 | ) | (28,251,279 | ) |
Class II/Shares Authorized | 100,000,000 |
| | 100,000,000 |
| |
Sold | 116,804 |
| 1,096,821 |
| 689,725 |
| 7,117,085 |
|
Issued in reinvestment of distributions | 41,997 |
| 396,032 |
| 10,374 |
| 110,696 |
|
Redeemed | (533,004 | ) | (5,019,113 | ) | (1,021,362 | ) | (10,552,608 | ) |
| (374,203 | ) | (3,526,260 | ) | (321,263 | ) | (3,324,827 | ) |
Class III/Shares Authorized | 50,000,000 |
| | 50,000,000 |
| |
Sold | | | 301 |
| 3,149 |
|
Issued in reinvestment of distributions | | | 263 |
| 2,813 |
|
Redeemed | | | (79,489 | ) | (850,050 | ) |
| | | (78,925 | ) | (844,088 | ) |
Class IV/Shares Authorized | 50,000,000 |
| | 50,000,000 |
| |
Sold | | | 2,004 |
| 20,758 |
|
Issued in reinvestment of distributions | | | 244 |
| 2,606 |
|
Redeemed | | | (128,897 | ) | (1,378,101 | ) |
| | | (126,649 | ) | (1,354,737 | ) |
Net increase (decrease) | (907,017 | ) | $ | (8,255,070 | ) | (3,282,671 | ) | $ | (33,774,931 | ) |
6. Fair Value Measurements
The fund’s investments valuation process is based on several considerations and may use multiple inputs to determine the fair value of the investments held by the fund. In conformity with accounting principles generally accepted in the United States of America, the inputs used to determine a valuation are classified into three broad levels.
| |
• | Level 1 valuation inputs consist of unadjusted quoted prices in an active market for identical investments. |
| |
• | Level 2 valuation inputs consist of direct or indirect observable market data (including quoted prices for comparable investments, evaluations of subsequent market events, interest rates, prepayment speeds, credit risk, etc.). These inputs also consist of quoted prices for identical investments initially expressed in local currencies that are adjusted through translation into U.S. dollars. |
| |
• | Level 3 valuation inputs consist of unobservable data (including a fund’s own assumptions). |
The level classification is based on the lowest level input that is significant to the fair valuation measurement. The valuation inputs are not necessarily an indication of the risks associated with investing in these securities or other financial instruments. There were no significant transfers between levels during the period.
The following is a summary of the level classifications as of period end. The Schedule of Investments provides additional information on the fund’s portfolio holdings.
|
| | | | | | | | |
| Level 1 | Level 2 | Level 3 |
Assets | | | |
Investment Securities | | | |
Common Stocks | | | |
China | $ | 2,580,393 |
| $ | 3,440,038 |
| — |
|
France | 1,357,395 |
| 30,064,061 |
| — |
|
Ireland | 1,849,555 |
| 4,188,258 |
| — |
|
Israel | 1,770,392 |
| — |
| — |
|
Mexico | 2,169,275 |
| — |
| — |
|
Netherlands | 2,024,306 |
| 4,892,197 |
| — |
|
United Kingdom | 124,817 |
| 47,093,480 |
| — |
|
Other Countries | — |
| 103,537,094 |
| — |
|
Temporary Cash Investments | 2,348 |
| 3,007,000 |
| — |
|
| $ | 11,878,481 |
| $ | 196,222,128 |
| — |
|
7. Risk Factors
There are certain risks involved in investing in foreign securities. These risks include those resulting from future adverse political, social and economic developments, fluctuations in currency exchange rates, the possible imposition of exchange controls, and other foreign laws or restrictions. Investing in emerging markets may accentuate these risks.
8. Federal Tax Information
The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
As of June 30, 2016, the components of investments for federal income tax purposes were as follows:
|
| | | |
Federal tax cost of investments | $ | 198,634,512 |
|
Gross tax appreciation of investments | $ | 21,269,107 |
|
Gross tax depreciation of investments | (11,803,010 | ) |
Net tax appreciation (depreciation) of investments | $ | 9,466,097 |
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
As of December 31, 2015, the fund had accumulated short-term capital losses of $(2,248,497), which represent net capital loss carryovers that may be used to offset future realized capital gains for federal income tax purposes. Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations. Capital loss carryovers expire in 2017.
As of December 31, 2015, the fund had post-October capital loss deferrals of $(1,269,081), which represent certain qualified losses that the fund has elected to treat as having been incurred in the following fiscal year for federal income tax purposes.
|
| | | | | | | | | | | | | | | |
For a Share Outstanding Throughout the Years Ended December 31 (except as noted) |
Per-Share Data | | | | Ratios and Supplemental Data | |
| | Income From Investment Operations: | | | | Ratio to Average Net Assets of: | |
| Net Asset Value, Beginning of Period | Net Investment Income (Loss)(1) | Net Realized and Unrealized Gain (Loss) | Total From Investment Operations | Distributions From Net Investment Income | Net Asset Value, End of Period | Total Return(2) | Operating Expenses | Operating Expenses (before expense waiver) | Net Investment Income (Loss) | Net Investment Income (Loss) (before expense waiver) | Portfolio Turnover Rate | Net Assets, End of Period (in thousands) |
Class I | | | | | | | | | | | | | |
2016(3) | $10.02 | 0.08 | (0.63) | (0.55) | (0.10) | $9.37 | (5.50)% | 1.07%(4) | 1.38%(4) | 1.73%(4) | 1.42%(4) | 38% |
| $166,710 |
|
2015 | $9.98 | 0.08 | —(5) | 0.08 | (0.04) | $10.02 | 0.76% | 1.03% | 1.33% | 0.79% | 0.49% | 59% |
| $183,648 |
|
2014 | $10.74 | 0.09 | (0.67) | (0.58) | (0.18) | $9.98 | (5.51)% | 1.03% | 1.33% | 0.84% | 0.54% | 77% |
| $210,511 |
|
2013 | $8.93 | 0.10 | 1.87 | 1.97 | (0.16) | $10.74 | 22.41% | 1.07% | 1.37% | 1.01% | 0.71% | 87% |
| $213,085 |
|
2012 | $7.43 | 0.11 | 1.46 | 1.57 | (0.07) | $8.93 | 21.16% | 1.29% | 1.42% | 1.33% | 1.20% | 80% |
| $193,260 |
|
2011 | $8.56 | 0.08 | (1.09) | (1.01) | (0.12) | $7.43 | (12.04)% | 1.43% | 1.43% | 0.92% | 0.92% | 93% |
| $185,654 |
|
Class II | | | | | | | | | | | | | |
2016(3) | $10.00 | 0.07 | (0.62) | (0.55) | (0.09) | $9.36 | (5.55)% | 1.22%(4) | 1.53%(4) | 1.58%(4) | 1.27%(4) | 38% |
| $41,180 |
|
2015 | $9.97 | 0.07 | (0.02) | 0.05 | (0.02) | $10.00 | 0.51% | 1.18% | 1.48% | 0.64% | 0.34% | 59% |
| $47,756 |
|
2014 | $10.73 | 0.08 | (0.68) | (0.60) | (0.16) | $9.97 | (5.65)% | 1.18% | 1.48% | 0.69% | 0.39% | 77% |
| $50,788 |
|
2013 | $8.92 | 0.08 | 1.88 | 1.96 | (0.15) | $10.73 | 22.25% | 1.22% | 1.52% | 0.86% | 0.56% | 87% |
| $61,312 |
|
2012 | $7.42 | 0.10 | 1.45 | 1.55 | (0.05) | $8.92 | 21.01% | 1.44% | 1.57% | 1.18% | 1.05% | 80% |
| $57,698 |
|
2011 | $8.55 | 0.06 | (1.09) | (1.03) | (0.10) | $7.42 | (12.19)% | 1.58% | 1.58% | 0.77% | 0.77% | 93% |
| $56,514 |
|
|
|
Notes to Financial Highlights |
| |
(1) | Computed using average shares outstanding throughout the period. |
| |
(2) | Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized. |
| |
(3) | Six months ended June 30, 2016 (unaudited). |
| |
(5) | Per-share amount was less than $0.005. |
See Notes to Financial Statements.
|
|
Approval of Management Agreement |
At a meeting held on June 29, 2016, the Fund’s Board of Directors (the "Board") unanimously approved the renewal of the management agreement pursuant to which American Century Investment Management, Inc. (the “Advisor”) acts as the investment advisor for the Fund. Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated, and approved by a majority of a fund’s directors (the “Directors”), including a majority of the independent Directors, each year.
Prior to its consideration of the renewal of the management agreement, the Directors requested and reviewed extensive data and information compiled by the Advisor and certain independent providers of evaluation data concerning the Fund and the services provided to the Fund by the Advisor. This review was in addition to the oversight and evaluation undertaken by the Board and its committees on a continual basis and the information received was supplemental to the extensive information that the Board and its committees receive and consider throughout the year.
In connection with its consideration of the renewal of the management agreement, the Board’s review and evaluation of the services provided by the Advisor included, but was not limited to, the following:
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• | the nature, extent, and quality of investment management, shareholder services, and other services provided and to be provided to the Fund; |
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• | the wide range of other programs and services provided and to be provided to the Fund and its shareholders on a routine and non-routine basis; |
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• | the investment performance of the Fund, including data comparing the Fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; |
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• | the cost of owning the Fund compared to the cost of owning similar funds; |
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• | the compliance policies, procedures, and regulatory experience of the Advisor and the Fund's service providers; |
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• | financial data showing the cost of services provided to the Fund, the profitability of the Fund to the Advisor, and the overall profitability of the Advisor; |
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• | possible economies of scale associated with the Advisor’s management of the Fund and other accounts under its management; |
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• | data comparing services provided and charges to the Advisor's other investment management clients; |
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• | acquired fund fees and expenses; |
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• | payments by the Fund and the Advisor to financial intermediaries and the nature of services provided; and |
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• | any collateral benefits derived by the Advisor from the management of the Fund. |
In keeping with their practice, the Directors held two in-person meetings and one telephonic meeting to review and discuss the information provided. The independent Directors also had the benefit of the advice of their independent counsel throughout the process.
Factors Considered
The Directors considered all of the information provided by the Advisor, the independent data providers, and independent counsel in connection with the approval. They determined that the information was sufficient for them to evaluate the management agreement for the Fund. In connection with their review, the Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors.
In deciding to renew the management agreement, the Board based its decision on a number of factors, including the following:
Nature, Extent and Quality of Services - Generally. Under the management agreement, the Advisor is responsible for providing or arranging for all services necessary for the operation of the Fund. The Board noted that under the management agreement, the Advisor provides or arranges at its own expense a wide variety of services including:
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• | constructing and designing the Fund |
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• | portfolio research and security selection |
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• | initial capitalization/funding |
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• | daily valuation of the Fund’s portfolio |
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• | shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping, and communications |
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• | legal services (except the independent Directors’ counsel) |
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• | regulatory and portfolio compliance |
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• | marketing and distribution (except amounts paid by the Fund under Rule 12b-1 plans) |
The Board noted that many of these services have expanded over time in terms of both quantity and complexity in response to shareholder demands, competition in the industry, changing distribution channels, and the changing regulatory environment. The Board noted specifically the resources the Advisor has committed to enhancing cybersecurity protections for the benefit of shareholders.
Investment Management Services. The nature of the investment management services provided to the Fund is quite complex and allows Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes by investing in or exchanging among various American Century Investments funds, and liquidity. In evaluating investment performance, the Board expects the Advisor to manage the Fund in accordance with its investment objectives and approved strategies. Further, the Directors recognize that the Advisor has an obligation to monitor trading activities, and in particular to seek the best execution of fund trades, and to evaluate the use of and payment for research. In providing these services, the Advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance, and other systems to conduct their business. The Board, directly and through its Fund Performance Review Committee, provides oversight of the investment performance process. It regularly reviews investment performance information for the Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. The Directors also review detailed performance information provided by the Advisor during the management agreement approval process. If performance concerns are identified, the Fund receives special reviews until performance improves, during which the Board receives a report from the Advisor regarding the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The Fund’s performance was above its benchmark for the one-, three-, five-, and ten-year periods reviewed by the Board. The Board found the investment management services provided by the Advisor to the Fund to be satisfactory and consistent with the management agreement.
Shareholder and Other Services. Under the management agreement, the Advisor provides the Fund with a comprehensive package of transfer agency, shareholder, and other services. The Board, directly and through various committees of the Board, regularly reviews reports and evaluations of such services at its regular meetings. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to Fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. The Board particularly noted the Advisor’s continual efforts to maintain effective business continuity plans and to address cybersecurity threats. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisor. The Board found the services provided by the Advisor to the Fund under the management agreement to be competitive and of high quality.
Costs of Services and Profitability. The Advisor provides detailed information concerning its cost of providing various services to the Fund, its profitability in managing the Fund (pre- and post-distribution), its overall profitability, and its financial condition. The Directors have reviewed with the Advisor the methodology used to prepare this financial information. This information is considered in evaluating the Advisor’s financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The Board concluded that the Advisor’s profits were reasonable in light of the services provided to the Fund.
Ethics. The Board generally considers the Advisor’s commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the Advisor’s practices generally meet or exceed industry best practices.
Economies of Scale. The Board also reviewed information provided by the Advisor regarding the possible existence of economies of scale in connection with the management of the Fund. The Board concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Board concluded that the Advisor is appropriately sharing economies of scale through its competitive fee structure, offering competitive fees from fund inception, and through reinvestment in its business to provide shareholders additional content and services. The Board also noted that economies of scale are shared with the Fund and its shareholders through management fee breakpoints that serve to reduce the effective management fee as the assets of the Fund grow.
Comparison to Other Funds’ Fees. The management agreement provides that the Fund pays the Advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than brokerage expenses, expenses attributable to short sales, taxes, interest, extraordinary expenses, and the fees and expenses of the Fund’s independent Directors (including their independent legal counsel) 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 1940 Act. Under the unified fee structure, the Advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges, and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Board believes the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisor the risk of increased costs of operating the Fund and provides a direct incentive to minimize administrative inefficiencies. Part of the Board’s analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider comparing the Fund’s unified fee to the total expense ratios of its peers. The unified fee charged to shareholders of the Fund was above the median of the total expense ratios of the Fund’s peer expense universe. The Board and the Advisor agreed to a temporary reduction of the Fund's annual unified management fee of 0.21% (e.g., the Class I unified fee will be reduced from 1.50% to 1.29%), beginning August 1,
2016. The Board concluded that the management fee paid by the Fund to the Advisor under the management agreement is reasonable in light of the services provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisor. The Directors also requested and received information from the Advisor concerning the nature of the services, fees, costs, and profitability of its advisory services to advisory clients other than the Fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the Fund. The Board analyzed this information and concluded that the fees charged and services provided to the Fund were reasonable by comparison.
Payments to Intermediaries. The Directors also requested and received a description of payments made to intermediaries by the Fund and the Advisor. These payments include various payments made by the Fund or the Advisor to different types of intermediaries and recordkeepers for distribution and service activities provided for the Fund. The Board received confirmation from the Advisor that all such payments by the Fund intended for distribution were made pursuant to the Fund's 12b-1 Plan. The Board reviewed such information and found the payments to be reasonable in scope and purpose.
Collateral or “Fall-Out” Benefits Derived by the Advisor. The Board considered the existence of collateral benefits the Advisor may receive as a result of its relationship with the Fund. They concluded that the Advisor’s primary business is managing mutual funds and it generally does not use fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Board noted that additional assets from other clients may offer the Advisor some benefit from increased leverage with service providers and counterparties. Additionally, the Advisor receives proprietary research from broker-dealers that execute fund portfolio transactions, which the Board concluded is likely to benefit other clients of the Advisor, as well as Fund shareholders. The Board also determined that the Advisor is able to provide investment management services to certain clients other than the Fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Board concluded that appropriate allocation methodologies had been employed to assign resources and the cost of those resources to these other clients and, where expressly provided, these other client assets may be included with the assets of the Fund to determine breakpoints in the management fee schedule.
Existing Relationship. The Board also considered whether there was any reason for not continuing the existing arrangement with the Advisor. In this regard, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties, and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Advisor’s industry standing and reputation and in the expectation that the Advisor will have a continuing role in providing advisory services to the Fund.
Conclusion of the Directors. As a result of this process, the Board, including all of the independent Directors, taking into account all of the factors discussed above and the information provided by the Advisor and others in connection with its review and throughout the year, determined that the management fee is fair and reasonable in light of the services provided and that the investment management agreement between the Fund and the Advisor should be renewed.
Proxy Voting Policies
A description of the policies that the fund's investment advisor uses in exercising the voting rights associated with the securities purchased and/or held by the fund is available without charge, upon request, by calling 1-800-378-9878. It is also available on the "About Us" page of American Century Investments’ website at americancentury.com and on the Securities and Exchange Commission’s website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov.
Quarterly Portfolio Disclosure
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878.
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Contact Us | americancentury.com | |
Automated Information Line | 1-800-345-8765 | |
Investment Professional Service Representatives | 1-800-345-6488 | |
Telecommunications Relay Service for the Deaf | 711 | |
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American Century Variable Portfolios, Inc. | |
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Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri | |
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This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. | |
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©2016 American Century Proprietary Holdings, Inc. All rights reserved. CL-SAN-89942 1608 | |
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| Semiannual Report |
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| June 30, 2016 |
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| VP Large Company Value Fund |
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Fund Characteristics | |
Shareholder Fee Example | |
Schedule of Investments | |
Statement of Assets and Liabilities | |
Statement of Operations | |
Statement of Changes in Net Assets | |
Notes to Financial Statements | |
Financial Highlights | |
Approval of Management Agreement | |
Additional Information | |
Any opinions expressed in this report reflect those of the author as of the date of the report, and do not necessarily represent the opinions of American Century Investments® or any other person in the American Century Investments organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century Investments disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century Investments funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century Investments fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century Investments by third party vendors. To the best of American Century Investments’ knowledge, such information is accurate at the time of printing.
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JUNE 30, 2016 |
Top Ten Holdings | % of net assets |
Pfizer, Inc. | 3.4% |
Schlumberger Ltd. | 3.2% |
JPMorgan Chase & Co. | 3.1% |
Wells Fargo & Co. | 3.1% |
Procter & Gamble Co. (The) | 3.0% |
Chevron Corp. | 3.0% |
TOTAL SA ADR | 2.8% |
Cisco Systems, Inc. | 2.5% |
Oracle Corp. | 2.5% |
Occidental Petroleum Corp. | 2.1% |
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Top Five Industries | % of net assets |
Banks | 13.5% |
Oil, Gas and Consumable Fuels | 11.8% |
Pharmaceuticals | 6.9% |
Insurance | 5.9% |
Capital Markets | 5.9% |
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Types of Investments in Portfolio | % of net assets |
Domestic Common Stocks | 94.3% |
Foreign Common Stocks* | 5.0% |
Exchange-Traded Funds | 0.2% |
Total Equity Exposure | 99.5% |
Temporary Cash Investments | 0.1% |
Other Assets and Liabilities | 0.4% |
*Includes depositary shares, dual listed securities and foreign ordinary shares.
Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2016 to June 30, 2016.
Actual Expenses
The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund’s share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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| Beginning Account Value 1/1/16 | Ending Account Value 6/30/16 | Expenses Paid During Period(1) 1/1/16 - 6/30/16 | Annualized Expense Ratio(1) |
Actual | | | | |
Class I (after waiver) | $1,000 | $1,038.30 | $4.05 | 0.80% |
Class I (before waiver) | $1,000 | $1,038.30(2) | $4.61 | 0.91% |
Class II (after waiver) | $1,000 | $1,037.80 | $4.81 | 0.95% |
Class II (before waiver) | $1,000 | $1,037.80(2) | $5.37 | 1.06% |
Hypothetical | | | | |
Class I (after waiver) | $1,000 | $1,020.89 | $4.02 | 0.80% |
Class I (before waiver) | $1,000 | $1,020.34 | $4.57 | 0.91% |
Class II (after waiver) | $1,000 | $1,020.14 | $4.77 | 0.95% |
Class II (before waiver) | $1,000 | $1,019.59 | $5.32 | 1.06% |
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(1) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 182, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. |
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(2) | Ending account value assumes the return earned after waiver and would have been lower if a portion of the fees had not been waived. |
JUNE 30, 2016 (UNAUDITED)
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| Shares | Value |
COMMON STOCKS — 99.3% | | |
Aerospace and Defense — 4.4% | | |
Honeywell International, Inc. | 1,220 | $ | 141,910 |
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Huntington Ingalls Industries, Inc. | 870 | 146,186 |
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Textron, Inc. | 4,120 | 150,627 |
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United Technologies Corp. | 3,610 | 370,206 |
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| | 808,929 |
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Auto Components — 1.5% | | |
BorgWarner, Inc. | 3,070 | 90,626 |
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Delphi Automotive plc | 2,880 | 180,288 |
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| | 270,914 |
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Automobiles — 0.8% | | |
Ford Motor Co. | 10,920 | 137,264 |
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Banks — 13.5% | | |
Bank of America Corp. | 26,550 | 352,319 |
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BB&T Corp. | 5,910 | 210,455 |
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JPMorgan Chase & Co. | 9,030 | 561,124 |
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KeyCorp | 9,680 | 106,964 |
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PNC Financial Services Group, Inc. (The) | 3,700 | 301,143 |
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US Bancorp | 9,380 | 378,295 |
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Wells Fargo & Co. | 11,820 | 559,441 |
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| | 2,469,741 |
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Beverages — 0.7% | | |
PepsiCo, Inc. | 1,270 | 134,544 |
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Biotechnology — 0.8% | | |
AbbVie, Inc. | 2,290 | 141,774 |
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Capital Markets — 5.9% | | |
Ameriprise Financial, Inc. | 2,730 | 245,290 |
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Bank of New York Mellon Corp. (The) | 4,890 | 189,977 |
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BlackRock, Inc. | 490 | 167,840 |
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Goldman Sachs Group, Inc. (The) | 1,310 | 194,640 |
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Invesco Ltd. | 11,110 | 283,749 |
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| | 1,081,496 |
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Chemicals — 1.4% | | |
Dow Chemical Co. (The) | 3,510 | 174,482 |
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LyondellBasell Industries NV, Class A | 1,160 | 86,327 |
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| | 260,809 |
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Commercial Services and Supplies — 2.0% | | |
Tyco International plc | 8,730 | 371,898 |
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Communications Equipment — 2.5% | | |
Cisco Systems, Inc. | 16,120 | 462,483 |
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Consumer Finance — 0.3% | | |
Discover Financial Services | 1,080 | 57,877 |
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Containers and Packaging — 0.8% | | |
WestRock Co. | 3,760 | 146,151 |
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Diversified Telecommunication Services — 0.9% | | |
AT&T, Inc. | 3,940 | 170,247 |
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| Shares | Value |
Electric Utilities — 2.7% | | |
Edison International | 2,510 | $ | 194,952 |
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PPL Corp. | 2,540 | 95,885 |
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Xcel Energy, Inc. | 4,320 | 193,449 |
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| | 484,286 |
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Electrical Equipment — 1.0% | | |
Rockwell Automation, Inc. | 1,610 | 184,860 |
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Electronic Equipment, Instruments and Components — 1.3% | | |
TE Connectivity Ltd. | 3,980 | 227,298 |
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Energy Equipment and Services — 4.1% | | |
Halliburton Co. | 3,540 | 160,327 |
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Schlumberger Ltd. | 7,360 | 582,029 |
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| | 742,356 |
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Food and Staples Retailing — 2.2% | | |
CVS Health Corp. | 2,790 | 267,115 |
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Sysco Corp. | 2,780 | 141,057 |
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| | 408,172 |
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Food Products — 1.2% | | |
Mondelez International, Inc., Class A | 4,970 | 226,185 |
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Health Care Equipment and Supplies — 5.2% | | |
Abbott Laboratories | 6,530 | 256,694 |
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Baxter International, Inc. | 3,270 | 147,870 |
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Medtronic plc | 4,400 | 381,788 |
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Zimmer Biomet Holdings, Inc. | 1,350 | 162,513 |
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| | 948,865 |
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Health Care Providers and Services — 2.6% | | |
Anthem, Inc. | 1,130 | 148,414 |
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HCA Holdings, Inc.(1) | 1,800 | 138,618 |
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Laboratory Corp. of America Holdings(1) | 1,400 | 182,378 |
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| | 469,410 |
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Hotels, Restaurants and Leisure — 1.4% | | |
Carnival Corp. | 3,550 | 156,910 |
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Marriott International, Inc., Class A | 1,550 | 103,013 |
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| | 259,923 |
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Household Durables — 0.5% | | |
Whirlpool Corp. | 500 | 83,320 |
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Household Products — 3.0% | | |
Procter & Gamble Co. (The) | 6,500 | 550,355 |
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Insurance — 5.9% | | |
Aflac, Inc. | 2,280 | 164,525 |
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Allstate Corp. (The) | 1,960 | 137,102 |
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American International Group, Inc. | 2,920 | 154,439 |
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Chubb Ltd. | 2,790 | 364,681 |
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MetLife, Inc. | 6,590 | 262,479 |
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| | 1,083,226 |
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Machinery — 2.7% | | |
Ingersoll-Rand plc | 4,469 | 284,586 |
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Stanley Black & Decker, Inc. | 1,840 | 204,645 |
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| | 489,231 |
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Media — 1.5% | | |
AMC Networks, Inc., Class A(1) | 1,510 | 91,234 |
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| Shares | Value |
Time Warner, Inc. | 2,450 | $ | 180,173 |
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| | 271,407 |
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Oil, Gas and Consumable Fuels — 11.8% | | |
Anadarko Petroleum Corp. | 2,850 | 151,763 |
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Chevron Corp. | 5,240 | 549,309 |
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Exxon Mobil Corp. | 2,550 | 239,037 |
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Imperial Oil Ltd. | 9,940 | 314,522 |
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Occidental Petroleum Corp. | 5,180 | 391,401 |
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TOTAL SA ADR | 10,630 | 511,303 |
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| | 2,157,335 |
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Pharmaceuticals — 6.9% | | |
Allergan plc(1) | 880 | 203,359 |
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Johnson & Johnson | 1,820 | 220,766 |
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Merck & Co., Inc. | 2,170 | 125,014 |
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Pfizer, Inc. | 17,580 | 618,992 |
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Teva Pharmaceutical Industries Ltd. ADR | 1,710 | 85,893 |
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| | 1,254,024 |
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Road and Rail — 1.2% | | |
Union Pacific Corp. | 2,520 | 219,870 |
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Semiconductors and Semiconductor Equipment — 3.1% | | |
Applied Materials, Inc. | 11,490 | 275,415 |
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Intel Corp. | 4,010 | 131,528 |
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Lam Research Corp. | 1,990 | 167,280 |
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| | 574,223 |
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Software — 2.5% | | |
Oracle Corp. | 11,190 | 458,007 |
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Specialty Retail — 1.9% | | |
Advance Auto Parts, Inc. | 1,600 | 258,608 |
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Lowe's Cos., Inc. | 1,170 | 92,629 |
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| | 351,237 |
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Technology Hardware, Storage and Peripherals — 1.1% | | |
Apple, Inc. | 2,090 | 199,804 |
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TOTAL COMMON STOCKS (Cost $15,586,768) | | 18,157,521 |
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EXCHANGE-TRADED FUNDS — 0.2% | | |
iShares Russell 1000 Value ETF (Cost $27,505) | 270 | 27,880 |
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TEMPORARY CASH INVESTMENTS — 0.1% | | |
State Street Institutional Liquid Reserves Fund, Premier Class (Cost $15,095) | 15,095 | 15,095 |
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TOTAL INVESTMENT SECURITIES — 99.6% (Cost $15,629,368) | | 18,200,496 |
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OTHER ASSETS AND LIABILITIES — 0.4% | | 79,397 |
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TOTAL NET ASSETS — 100.0% | | $ | 18,279,893 |
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FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS |
Currency Purchased | Currency Sold | Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) |
USD | 245,090 | CAD | 320,549 | Morgan Stanley | 9/30/16 | $ | (3,062 | ) |
USD | 7,137 | CAD | 9,260 | Morgan Stanley | 9/30/16 | (31 | ) |
USD | 426,281 | EUR | 385,713 | UBS AG | 9/30/16 | (3,135 | ) |
| | | | | | $ | (6,228 | ) |
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NOTES TO SCHEDULE OF INVESTMENTS |
ADR | - | American Depositary Receipt |
CAD | - | Canadian Dollar |
EUR | - | Euro |
USD | - | United States Dollar |
See Notes to Financial Statements.
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Statement of Assets and Liabilities |
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JUNE 30, 2016 (UNAUDITED) | |
Assets | |
Investment securities, at value (cost of $15,629,368) | $ | 18,200,496 |
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Cash | 1,357 |
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Foreign currency holdings, at value (cost of $2,125) | 1,711 |
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Receivable for investments sold | 202,484 |
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Receivable for capital shares sold | 1,818 |
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Dividends and interest receivable | 29,214 |
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| 18,437,080 |
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Liabilities | |
Payable for investments purchased | 101,075 |
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Payable for capital shares redeemed | 36,910 |
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Unrealized depreciation on forward foreign currency exchange contracts | 6,228 |
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Accrued management fees | 11,147 |
|
Distribution fees payable | 1,827 |
|
| 157,187 |
|
| |
Net Assets | $ | 18,279,893 |
|
| |
Net Assets Consist of: | |
Capital (par value and paid-in surplus) | $ | 15,665,883 |
|
Undistributed net investment income | 36,947 |
|
Undistributed net realized gain | 12,558 |
|
Net unrealized appreciation | 2,564,505 |
|
| $ | 18,279,893 |
|
|
| | | | | |
| Net Assets | Shares Outstanding | Net Asset Value Per Share |
Class I, $0.01 Par Value |
| $9,377,515 |
| 675,022 | $13.89 |
Class II, $0.01 Par Value |
| $8,902,378 |
| 632,344 | $14.08 |
See Notes to Financial Statements.
|
| | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) |
Investment Income (Loss) |
Income: | |
Dividends (net of foreign taxes withheld of $2,686) | $ | 214,086 |
|
Interest | 155 |
|
| 214,241 |
|
| |
Expenses: | |
Management fees | 73,636 |
|
Distribution fees - Class II | 10,618 |
|
Directors' fees and expenses | 285 |
|
Other expenses | 194 |
|
| 84,733 |
|
Fees waived | (9,519 | ) |
| 75,214 |
|
| |
Net investment income (loss) | 139,027 |
|
| |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | |
Investment transactions | 292,730 |
|
Foreign currency transactions | (12,741 | ) |
| 279,989 |
|
| |
Change in net unrealized appreciation (depreciation) on: | |
Investments | 251,741 |
|
Translation of assets and liabilities in foreign currencies | (7,093 | ) |
| 244,648 |
|
| |
Net realized and unrealized gain (loss) | 524,637 |
|
| |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 663,664 |
|
See Notes to Financial Statements.
|
|
Statement of Changes in Net Assets |
|
| | | | | | |
SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2015 |
Increase (Decrease) in Net Assets | June 30, 2016 | December 31, 2015 |
Operations | | |
Net investment income (loss) | $ | 139,027 |
| $ | 257,112 |
|
Net realized gain (loss) | 279,989 |
| 1,052,552 |
|
Change in net unrealized appreciation (depreciation) | 244,648 |
| (2,245,805 | ) |
Net increase (decrease) in net assets resulting from operations | 663,664 |
| (936,141 | ) |
| | |
Distributions to Shareholders | | |
From net investment income: | | |
Class I | (92,537 | ) | (144,696 | ) |
Class II | (81,909 | ) | (123,961 | ) |
From net realized gains: | | |
Class I | (536,170 | ) | (13,866 | ) |
Class II | (514,466 | ) | (15,099 | ) |
Decrease in net assets from distributions | (1,225,082 | ) | (297,622 | ) |
| | |
Capital Share Transactions | | |
Net increase (decrease) in net assets from capital share transactions (Note 5) | 1,332,564 |
| 1,680,464 |
|
| | |
Net increase (decrease) in net assets | 771,146 |
| 446,701 |
|
| | |
Net Assets | | |
Beginning of period | 17,508,747 |
| 17,062,046 |
|
End of period | $ | 18,279,893 |
| $ | 17,508,747 |
|
| | |
Undistributed net investment income | $ | 36,947 |
| $ | 72,366 |
|
See Notes to Financial Statements.
|
|
Notes to Financial Statements |
JUNE 30, 2016 (UNAUDITED)
1. Organization
American Century Variable Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is organized as a Maryland corporation. VP Large Company Value Fund (the fund) is one fund in a series issued by the corporation. The fund’s investment objective is to seek long-term capital growth. Income is a secondary objective.
The fund offers Class I and Class II. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. Class II is charged a lower unified management fee because it has a separate arrangement for distribution services.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the fund in preparation of its financial statements. The fund is an investment company and follows accounting and reporting guidance in accordance with accounting principles generally accepted in the United States of America. This may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. Management evaluated the impact of events or transactions occurring through the date the financial statements were issued that would merit recognition or disclosure.
Investment Valuations — The fund determines the fair value of its investments and computes its net asset value per share at the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. The Board of Directors has adopted valuation policies and procedures to guide the investment advisor in the fund’s investment valuation process and to provide methodologies for the oversight of the fund’s pricing function.
Equity securities that are listed or traded on a domestic securities exchange are valued at the last reported sales price or at the official closing price as provided by the exchange. Equity securities traded on foreign securities exchanges are generally valued at the closing price of such securities on the exchange where primarily traded or at the close of the NYSE, if that is earlier. If no last sales price is reported, or if local convention or regulation so provides, the mean of the latest bid and asked prices may be used. Securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official closing price. Equity securities initially expressed in local currencies are translated into U.S. dollars at the mean of the appropriate currency exchange rate at the close of the NYSE as provided by an independent pricing service.
Open-end management investment companies are valued at the reported net asset value per share. Repurchase agreements are valued at cost, which approximates fair value. Forward foreign currency exchange contracts are valued at the mean of the appropriate forward exchange rate at the close of the NYSE as provided by an independent pricing service.
If the fund determines that the market price for an investment is not readily available or the valuation methods mentioned above do not reflect an investment’s fair value, such investment is valued as determined in good faith by the Board of Directors or its delegate, in accordance with policies and procedures adopted by the Board of Directors. In its determination of fair value, the fund may review several factors including, but not limited to, market information regarding the specific investment or comparable investments and correlation with other investment types, futures indices or general market indicators. Circumstances that may cause the fund to use these procedures to value an investment include, but are not limited to: an investment has been declared in default or is distressed; trading in a security has been suspended during the trading day or a security is not actively trading on its principal exchange; prices received from a regular pricing source are deemed unreliable; or there is a foreign market holiday and no trading occurred.
The fund monitors for significant events occurring after the close of an investment’s primary exchange but before the fund’s net asset value per share is determined. Significant events may include, but are not limited to: corporate announcements and transactions; governmental action and political unrest that could impact a specific investment or an investment sector; or armed conflicts, natural disasters and similar events that could affect investments in a specific country or region. The fund also monitors for significant fluctuations between domestic and foreign markets, as evidenced by the U.S. market or such other indicators that the Board of Directors, or its delegate, deems appropriate. If significant fluctuations in foreign markets are identified, the fund may apply a model-derived factor to the closing price of equity securities traded on foreign securities exchanges. The factor is based on observable market data as provided by an independent pricing service.
Security Transactions — Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes.
Investment Income — Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or long-term capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund may estimate the components of distributions received that may be considered nontaxable distributions or long-term capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums.
Foreign Currency Translations — All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. The fund may enter into spot foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of investment securities, dividend and interest income, spot foreign currency exchange contracts, and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Net realized and unrealized foreign currency exchange gains or losses related to investment securities are a component of net realized gain (loss) on investment transactions and change in net unrealized appreciation (depreciation) on investments, respectively.
Repurchase Agreements — The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement.
Joint Trading Account — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with certain other funds in the American Century Investments family of funds, may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations.
Income Tax Status — It is the fund’s policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. The fund files U.S. federal, state, local and non-U.S. tax returns as applicable. The fund's tax returns are subject to examination by the relevant taxing authority until expiration of the applicable statute of limitations, which is generally three years from the date of filing but can be longer in certain jurisdictions. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Multiple Class — All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets.
Distributions to Shareholders — Distributions from net investment income, if any, are generally declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually.
Indemnifications — Under the corporation’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a fund. The risk of material loss from such claims is considered by management to be remote.
3. Fees and Transactions with Related Parties
Certain officers and directors of the corporation are also officers and/or directors of American Century Companies, Inc. (ACC). The corporation’s investment advisor, ACIM, the corporation's distributor, American Century Investment Services, Inc. (ACIS), and the corporation’s transfer agent, American Century Services, LLC, are wholly owned, directly or indirectly, by ACC.
Management Fees — The corporation has entered into a management agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The agreement provides that all expenses of managing and operating the fund, except distribution fees, brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on each class’s daily net assets and paid monthly in arrears. The rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account the fund’s assets as well as certain assets, if any, of other clients of the investment advisor outside the American Century Investments family of funds (such as subadvised funds and separate accounts) that have very similar investment teams and investment strategies (strategy assets). The annual management fee schedule ranges from 0.70% to 0.90% for Class I and from 0.60% to 0.80% for Class II. During the six months ended June 30, 2016, the investment advisor agreed to waive 0.11% of the fund's management fee. The investment advisor expects this waiver to continue until July 31, 2017 and cannot terminate it prior to such date without the approval of the Board of Directors. The total amount of the waiver for each class for the six months ended June 30, 2016 was $4,847 and $4,672 for Class I and Class II, respectively. The effective annual management fee before waiver for each class for the six months ended June 30, 2016 was 0.90% and 0.80% for Class I and Class II, respectively. The effective annual management fee after waiver for each class for the six months ended June 30, 2016 was 0.79% and 0.69% for Class I and Class II, respectively.
Distribution Fees — The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay ACIS an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the six months ended June 30, 2016 are detailed in the Statement of Operations.
Directors' Fees and Expenses — The Board of Directors is responsible for overseeing the investment advisor’s management and operations of the fund. The directors receive detailed information about the fund and its investment advisor regularly throughout the year, and meet at least quarterly with management of the investment advisor to review reports about fund operations. The fund’s officers do not receive compensation from the fund.
Interfund Transactions — The fund may enter into security transactions with other American Century Investments funds and other client accounts of the investment advisor, in accordance with the 1940 Act rules and procedures adopted by the Board of Directors. The rules and procedures require, among other things, that these transactions be effected at the independent current market price of the security. During the period, the interfund purchases and sales were $117,199 and $60,381, respectively.
4. Investment Transactions
Purchases and sales of investment securities, excluding short-term investments, for the six months ended June 30, 2016 were $7,285,495 and $7,014,836, respectively.
5. Capital Share Transactions
Transactions in shares of the fund were as follows:
|
| | | | | | | | | |
| Six months ended June 30, 2016 | Year ended December 31, 2015 |
| Shares | Amount | Shares | Amount |
Class I/Shares Authorized | 50,000,000 | | 50,000,000 |
| |
Sold | 48,327 | $ | 658,472 |
| 324,255 |
| $ | 4,973,581 |
|
Issued in reinvestment of distributions | 46,784 | 628,707 |
| 10,723 |
| 158,562 |
|
Redeemed | (24,279) | (326,199) |
| (226,277) |
| (3,285,759) |
|
| 70,832 | 960,980 |
| 108,701 |
| 1,846,384 |
|
Class II/Shares Authorized | 50,000,000 | | 50,000,000 |
| |
Sold | 69,925 | 969,335 |
| 137,356 |
| 2,072,112 |
|
Issued in reinvestment of distributions | 43,791 | 596,375 |
| 9,271 |
| 139,060 |
|
Redeemed | (86,527) | (1,194,126) |
| (158,581) |
| (2,377,092) |
|
| 27,189 | 371,584 |
| (11,954 | ) | (165,920 | ) |
Net increase (decrease) | 98,021 | $ | 1,332,564 |
| 96,747 |
| $ | 1,680,464 |
|
6. Fair Value Measurements
The fund’s investments valuation process is based on several considerations and may use multiple inputs to determine the fair value of the investments held by the fund. In conformity with accounting principles generally accepted in the United States of America, the inputs used to determine a valuation are classified into three broad levels.
| |
• | Level 1 valuation inputs consist of unadjusted quoted prices in an active market for identical investments. |
| |
• | Level 2 valuation inputs consist of direct or indirect observable market data (including quoted prices for comparable investments, evaluations of subsequent market events, interest rates, prepayment speeds, credit risk, etc.). These inputs also consist of quoted prices for identical investments initially expressed in local currencies that are adjusted through translation into U.S. dollars. |
| |
• | Level 3 valuation inputs consist of unobservable data (including a fund’s own assumptions). |
The level classification is based on the lowest level input that is significant to the fair valuation measurement. The valuation inputs are not necessarily an indication of the risks associated with investing in these securities or other financial instruments. There were no significant transfers between levels during the period.
The following is a summary of the level classifications as of period end. The Schedule of Investments provides additional information on the fund’s portfolio holdings.
|
| | | | | | | | |
| Level 1 | Level 2 | Level 3 |
Assets | | | |
Investment Securities | | | |
Common Stocks | $ | 17,842,999 |
| $ | 314,522 |
| — |
|
Exchange-Traded Funds | 27,880 |
| — |
| — |
|
Temporary Cash Investments | 15,095 |
| — |
| — |
|
| $ | 17,885,974 |
| $ | 314,522 |
| — |
|
| | | |
Liabilities | | | |
Other Financial Instruments | | | |
Forward Foreign Currency Exchange Contracts | — |
| $ | 6,228 |
| — |
|
7. Derivative Instruments
Foreign Currency Risk — The fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by a fund may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency. A fund may enter into forward foreign currency exchange contracts to reduce a fund's exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by a fund and the resulting unrealized appreciation or depreciation are determined daily. Realized gain or loss is recorded upon the termination of the contract. Net realized and unrealized gains or losses occurring during the holding period of forward foreign currency exchange contracts are a component of net realized gain (loss) on foreign currency transactions and change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies, respectively. A fund bears the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms. The fund's average U.S. dollar exposure to foreign currency risk derivative instruments held during the period was $651,434.
The value of foreign currency risk derivative instruments as of June 30, 2016, is disclosed on the Statement of Assets and Liabilities as a liability of $6,228 in unrealized depreciation on forward foreign currency exchange contracts. For the six months ended June 30, 2016, the effect of foreign currency risk derivative instruments on the Statement of Operations was $(12,815) in net realized gain (loss) on foreign currency transactions and $(7,207) in change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies.
8. Risk Factors
There are certain risks involved in investing in foreign securities. These risks include those resulting from future adverse political, social and economic developments, fluctuations in currency exchange rates, the possible imposition of exchange controls, and other foreign laws or restrictions.
9. Federal Tax Information
The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
As of June 30, 2016, the components of investments for federal income tax purposes were as follows:
|
| | | |
Federal tax cost of investments | $ | 15,916,994 |
|
Gross tax appreciation of investments | $ | 2,710,624 |
|
Gross tax depreciation of investments | (427,122 | ) |
Net tax appreciation (depreciation) of investments | $ | 2,283,502 |
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
|
| | | | | | | | | | | | | | | | | |
For a Share Outstanding Throughout the Years Ended December 31 (except as noted) | |
Per-Share Data | | | | | | Ratios and Supplemental Data | |
| | Income From Investment Operations: | Distributions From: | | | Ratio to Average Net Assets of: | |
| Net Asset Value, Beginning of Period | Net Investment Income (Loss)(1) | Net Realized and Unrealized Gain (Loss) | Total From Investment Operations | Net Investment Income | Net Realized Gains | Total Distributions | Net Asset Value, End of Period | Total Return(2) | Operating Expenses | Operating Expenses (before expense waiver) | Net Investment Income (Loss) | Net Investment Income (Loss) (before expense waiver) | Portfolio Turnover Rate | Net Assets, End of Period (in thousands) |
Class I | | | | | | | | | | | | | | |
2016(3) | $14.39 | 0.11 | 0.41 | 0.52 | (0.15) | (0.87) | (1.02) | $13.89 | 3.83% | 0.80%(4) | 0.91%(4) | 1.68%(4) | 1.57%(4) | 40% |
| $9,378 |
|
2015 | $15.23 | 0.22 | (0.81) | (0.59) | (0.23) | (0.02) | (0.25) | $14.39 | (3.89)% | 0.80% | 0.91% | 1.43% | 1.32% | 63% |
| $8,693 |
|
2014 | $13.69 | 0.21 | 1.54 | 1.75 | (0.21) | — | (0.21) | $15.23 | 12.87% | 0.80% | 0.90% | 1.47% | 1.37% | 70% |
| $7,547 |
|
2013 | $10.58 | 0.20 | 3.10 | 3.30 | (0.19) | — | (0.19) | $13.69 | 31.33% | 0.86% | 0.91% | 1.64% | 1.59% | 61% |
| $6,795 |
|
2012 | $9.26 | 0.19 | 1.32 | 1.51 | (0.19) | — | (0.19) | $10.58 | 16.40% | 0.90% | 0.91% | 1.89% | 1.88% | 65% |
| $4,997 |
|
2011 | $9.31 | 0.16 | (0.06) | 0.10 | (0.15) | — | (0.15) | $9.26 | 1.12% | 0.91% | 0.91% | 1.69% | 1.69% | 49% |
| $4,825 |
|
Class II | | | | | | | | | | | | | | |
2016(3) | $14.57 | 0.11 | 0.41 | 0.52 | (0.14) | (0.87) | (1.01) | $14.08 | 3.78% | 0.95%(4) | 1.06%(4) | 1.53%(4) | 1.42%(4) | 40% |
| $8,902 |
|
2015 | $15.42 | 0.19 | (0.81) | (0.62) | (0.21) | (0.02) | (0.23) | $14.57 | (4.05)% | 0.95% | 1.06% | 1.28% | 1.17% | 63% |
| $8,816 |
|
2014 | $13.86 | 0.19 | 1.56 | 1.75 | (0.19) | — | (0.19) | $15.42 | 12.77% | 0.95% | 1.05% | 1.32% | 1.22% | 70% |
| $9,515 |
|
2013 | $10.71 | 0.19 | 3.13 | 3.32 | (0.17) | — | (0.17) | $13.86 | 31.04% | 1.01% | 1.06% | 1.49% | 1.44% | 61% |
| $8,207 |
|
2012 | $9.36 | 0.18 | 1.35 | 1.53 | (0.18) | — | (0.18) | $10.71 | 16.37% | 1.05% | 1.06% | 1.74% | 1.73% | 65% |
| $5,275 |
|
2011 | $9.42 | 0.15 | (0.07) | 0.08 | (0.14) | — | (0.14) | $9.36 | 0.85% | 1.06% | 1.06% | 1.54% | 1.54% | 49% |
| $4,649 |
|
|
| | | | |
Notes to Financial Highlights | | |
| |
(1) | Computed using average shares outstanding throughout the period. |
| |
(2) | Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized. |
| |
(3) | Six months ended June 30, 2016 (unaudited). |
See Notes to Financial Statements.
|
|
Approval of Management Agreement |
At a meeting held on June 29, 2016, the Fund’s Board of Directors (the "Board") unanimously approved the renewal of the management agreement pursuant to which American Century Investment Management, Inc. (the “Advisor”) acts as the investment advisor for the Fund. Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated, and approved by a majority of a fund’s directors (the “Directors”), including a majority of the independent Directors, each year.
Prior to its consideration of the renewal of the management agreement, the Directors requested and reviewed extensive data and information compiled by the Advisor and certain independent providers of evaluation data concerning the Fund and the services provided to the Fund by the Advisor. This review was in addition to the oversight and evaluation undertaken by the Board and its committees on a continual basis and the information received was supplemental to the extensive information that the Board and its committees receive and consider throughout the year.
In connection with its consideration of the renewal of the management agreement, the Board’s review and evaluation of the services provided by the Advisor included, but was not limited to, the following:
| |
• | the nature, extent, and quality of investment management, shareholder services, and other services provided and to be provided to the Fund; |
| |
• | the wide range of other programs and services provided and to be provided to the Fund and its shareholders on a routine and non-routine basis; |
| |
• | the investment performance of the Fund, including data comparing the Fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; |
| |
• | the cost of owning the Fund compared to the cost of owning similar funds; |
| |
• | the compliance policies, procedures, and regulatory experience of the Advisor and the Fund's service providers; |
| |
• | financial data showing the cost of services provided to the Fund, the profitability of the Fund to the Advisor, and the overall profitability of the Advisor; |
| |
• | possible economies of scale associated with the Advisor’s management of the Fund and other accounts under its management; |
| |
• | data comparing services provided and charges to the Advisor's other investment management clients; |
| |
• | acquired fund fees and expenses; |
| |
• | payments by the Fund and the Advisor to financial intermediaries and the nature of services provided; and |
| |
• | any collateral benefits derived by the Advisor from the management of the Fund. |
In keeping with their practice, the Directors held two in-person meetings and one telephonic meeting to review and discuss the information provided. The independent Directors also had the benefit of the advice of their independent counsel throughout the process.
Factors Considered
The Directors considered all of the information provided by the Advisor, the independent data providers, and independent counsel in connection with the approval. They determined that the information was sufficient for them to evaluate the management agreement for the Fund. In connection with their review, the Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors.
In deciding to renew the management agreement, the Board based its decision on a number of factors, including the following:
Nature, Extent and Quality of Services - Generally. Under the management agreement, the Advisor is responsible for providing or arranging for all services necessary for the operation of the Fund. The Board noted that under the management agreement, the Advisor provides or arranges at its own expense a wide variety of services including:
| |
• | constructing and designing the Fund |
| |
• | portfolio research and security selection |
| |
• | initial capitalization/funding |
| |
• | daily valuation of the Fund’s portfolio |
| |
• | shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping, and communications |
| |
• | legal services (except the independent Directors’ counsel) |
| |
• | regulatory and portfolio compliance |
| |
• | marketing and distribution (except amounts paid by the Fund under Rule 12b-1 plans) |
The Board noted that many of these services have expanded over time in terms of both quantity and complexity in response to shareholder demands, competition in the industry, changing distribution channels, and the changing regulatory environment. The Board noted specifically the resources the Advisor has committed to enhancing cybersecurity protections for the benefit of shareholders.
Investment Management Services. The nature of the investment management services provided to the Fund is quite complex and allows Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes by investing in or exchanging among various American Century Investments funds, and liquidity. In evaluating investment performance, the Board expects the Advisor to manage the Fund in accordance with its investment objectives and approved strategies. Further, the Directors recognize that the Advisor has an obligation to monitor trading activities, and in particular to seek the best execution of fund trades, and to evaluate the use of and payment for research. In providing these services, the Advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance, and other systems to conduct their business. The Board, directly and through its Fund Performance Review Committee, provides oversight of the investment performance process. It regularly reviews investment performance information for the Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. The Directors also review detailed performance information provided by the Advisor during the management agreement approval process. If performance concerns are identified, the Fund receives special reviews until performance improves, during which the Board receives a report from the Advisor regarding the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The Fund’s performance was above its benchmark for the one-, three-, and five-year periods and slightly below its benchmark for the ten-year period reviewed by the Board. The Board found the investment management services provided by the Advisor to the Fund to be satisfactory and consistent with the management agreement.
Shareholder and Other Services. Under the management agreement, the Advisor provides the Fund with a comprehensive package of transfer agency, shareholder, and other services. The Board, directly and through various committees of the Board, regularly reviews reports and
evaluations of such services at its regular meetings. These reports include, but are not limited to, information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to Fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. The Board particularly noted the Advisor’s continual efforts to maintain effective business continuity plans and to address cybersecurity threats. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisor. The Board found the services provided by the Advisor to the Fund under the management agreement to be competitive and of high quality.
Costs of Services and Profitability. The Advisor provides detailed information concerning its cost of providing various services to the Fund, its profitability in managing the Fund (pre- and post-distribution), its overall profitability, and its financial condition. The Directors have reviewed with the Advisor the methodology used to prepare this financial information. This information is considered in evaluating the Advisor’s financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The Board concluded that the Advisor’s profits were reasonable in light of the services provided to the Fund.
Ethics. The Board generally considers the Advisor’s commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the Advisor’s practices generally meet or exceed industry best practices.
Economies of Scale. The Board also reviewed information provided by the Advisor regarding the possible existence of economies of scale in connection with the management of the Fund. The Board concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Board concluded that the Advisor is appropriately sharing economies of scale through its competitive fee structure, offering competitive fees from fund inception, and through reinvestment in its business to provide shareholders additional content and services. The Board also noted that economies of scale are shared with the Fund and its shareholders through management fee breakpoints that serve to reduce the effective management fee as the assets of the Fund grow.
Comparison to Other Funds’ Fees. The management agreement provides that the Fund pays the Advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than brokerage expenses, expenses attributable to short sales, taxes, interest, extraordinary expenses, and the fees and expenses of the Fund’s independent Directors (including their independent legal counsel) 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 1940 Act. Under the unified fee structure, the Advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges, and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Board believes the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisor the risk of increased costs of operating the Fund and provides a direct incentive to minimize administrative inefficiencies. Part of the Board’s analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider comparing the Fund’s unified fee to the total expense ratios of its peers. The unified fee charged to shareholders of the Fund was above the median of the total expense ratios of the Fund’s peer expense universe and was within the range of its peer expense group. The Board and the Advisor agreed to a temporary reduction of
the Fund's annual unified management fee of 0.11% (e.g., the Class I unified fee will be reduced from 0.90% to 0.79%), beginning August 1, 2016. The Board concluded that the management fee paid by the Fund to the Advisor under the management agreement is reasonable in light of the services provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisor. The Directors also requested and received information from the Advisor concerning the nature of the services, fees, costs, and profitability of its advisory services to advisory clients other than the Fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the Fund. The Board analyzed this information and concluded that the fees charged and services provided to the Fund were reasonable by comparison.
Payments to Intermediaries. The Directors also requested and received a description of payments made to intermediaries by the Fund and the Advisor. These payments include various payments made by the Fund or the Advisor to different types of intermediaries and recordkeepers for distribution and service activities provided for the Fund. The Board received confirmation from the Advisor that all such payments by the Fund intended for distribution were made pursuant to the Fund's 12b-1 Plan. The Board reviewed such information and found the payments to be reasonable in scope and purpose.
Collateral or “Fall-Out” Benefits Derived by the Advisor. The Board considered the existence of collateral benefits the Advisor may receive as a result of its relationship with the Fund. They concluded that the Advisor’s primary business is managing mutual funds and it generally does not use fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Board noted that additional assets from other clients may offer the Advisor some benefit from increased leverage with service providers and counterparties. Additionally, the Advisor receives proprietary research from broker-dealers that execute fund portfolio transactions, which the Board concluded is likely to benefit other clients of the Advisor, as well as Fund shareholders. The Board also determined that the Advisor is able to provide investment management services to certain clients other than the Fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Board concluded that appropriate allocation methodologies had been employed to assign resources and the cost of those resources to these other clients and, where expressly provided, these other client assets may be included with the assets of the Fund to determine breakpoints in the management fee schedule.
Existing Relationship. The Board also considered whether there was any reason for not continuing the existing arrangement with the Advisor. In this regard, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties, and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Advisor’s industry standing and reputation and in the expectation that the Advisor will have a continuing role in providing advisory services to the Fund.
Conclusion of the Directors. As a result of this process, the Board, including all of the independent Directors, taking into account all of the factors discussed above and the information provided by the Advisor and others in connection with its review and throughout the year, determined that the management fee is fair and reasonable in light of the services provided and that the investment management agreement between the Fund and the Advisor should be renewed.
Proxy Voting Policies
A description of the policies that the fund's investment advisor uses in exercising the voting rights associated with the securities purchased and/or held by the fund is available without charge, upon request, by calling 1-800-378-9878. It is also available on the "About Us" page of American Century Investments’ website at americancentury.com and on the Securities and Exchange Commission’s website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov.
Quarterly Portfolio Disclosure
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878.
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Contact Us | americancentury.com | |
Automated Information Line | 1-800-345-8765 | |
Investment Professional Service Representatives | 1-800-345-6488 | |
Telecommunications Relay Service for the Deaf | 711 | |
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American Century Variable Portfolios, Inc. | |
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Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri | |
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This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. | |
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©2016 American Century Proprietary Holdings, Inc. All rights reserved. CL-SAN-89946 1608 | |
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| Semiannual Report |
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| June 30, 2016 |
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| VP Mid Cap Value Fund |
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Fund Characteristics | |
Shareholder Fee Example | |
Schedule of Investments | |
Statement of Assets and Liabilities | |
Statement of Operations | |
Statement of Changes in Net Assets | |
Notes to Financial Statements | |
Financial Highlights | |
Approval of Management Agreement | |
Additional Information | |
Any opinions expressed in this report reflect those of the author as of the date of the report, and do not necessarily represent the opinions of American Century Investments® or any other person in the American Century Investments organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century Investments disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century Investments funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century Investments fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century Investments by third party vendors. To the best of American Century Investments’ knowledge, such information is accurate at the time of printing.
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JUNE 30, 2016 |
Top Ten Holdings | % of net assets |
Northern Trust Corp. | 3.0% |
Imperial Oil Ltd. | 2.3% |
Tyco International plc | 2.3% |
iShares Russell Mid-Cap Value ETF | 2.1% |
Zimmer Biomet Holdings, Inc. | 2.0% |
Edison International | 1.9% |
Republic Services, Inc. | 1.9% |
EQT Corp. | 1.8% |
Xcel Energy, Inc. | 1.8% |
PG&E Corp. | 1.7% |
| |
Top Five Industries | % of net assets |
Oil, Gas and Consumable Fuels | 10.4% |
Banks | 7.7% |
Insurance | 7.1% |
Real Estate Investment Trusts (REITs) | 6.2% |
Food Products | 6.1% |
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Types of Investments in Portfolio | % of net assets |
Common Stocks | 96.2% |
Exchange-Traded Funds | 2.1% |
Total Equity Exposure | 98.3% |
Temporary Cash Investments | 1.0% |
Other Assets and Liabilities | 0.7% |
Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2016 to June 30, 2016.
Actual Expenses
The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund’s share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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| Beginning Account Value 1/1/16 | Ending Account Value 6/30/16 | Expenses Paid During Period(1) 1/1/16 - 6/30/16 | Annualized Expense Ratio(1) |
Actual | | | | |
Class I (after waiver) | $1,000 | $1,106.70 | $4.61 | 0.88% |
Class I (before waiver) | $1,000 | $1,106.70(2) | $5.24 | 1.00% |
Class II (after waiver) | $1,000 | $1,105.80 | $5.39 | 1.03% |
Class II (before waiver) | $1,000 | $1,105.80(2) | $6.02 | 1.15% |
Hypothetical | | | | |
Class I (after waiver) | $1,000 | $1,020.49 | $4.42 | 0.88% |
Class I (before waiver) | $1,000 | $1,019.89 | $5.02 | 1.00% |
Class II (after waiver) | $1,000 | $1,019.74 | $5.17 | 1.03% |
Class II (before waiver) | $1,000 | $1,019.15 | $5.77 | 1.15% |
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(1) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 182, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. |
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(2) | Ending account value assumes the return earned after waiver and would have been lower if a portion of the fees had not been waived. |
JUNE 30, 2016 (UNAUDITED)
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| Shares | Value |
COMMON STOCKS — 96.2% | | |
Aerospace and Defense — 0.9% | | |
Textron, Inc. | 223,312 | $ | 8,164,287 |
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Automobiles — 1.2% | | |
Honda Motor Co. Ltd. ADR | 277,985 | 7,041,360 |
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Thor Industries, Inc. | 69,976 | 4,530,246 |
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| | 11,571,606 |
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Banks — 7.7% | | |
Bank of Hawaii Corp. | 103,386 | 7,112,957 |
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BB&T Corp. | 274,987 | 9,792,287 |
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Comerica, Inc. | 128,021 | 5,265,504 |
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Commerce Bancshares, Inc. | 212,560 | 10,181,624 |
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M&T Bank Corp. | 80,415 | 9,507,465 |
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PNC Financial Services Group, Inc. (The) | 124,877 | 10,163,739 |
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SunTrust Banks, Inc. | 157,149 | 6,455,681 |
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UMB Financial Corp. | 118,948 | 6,329,223 |
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Westamerica Bancorporation | 192,221 | 9,468,807 |
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| | 74,277,287 |
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Capital Markets — 5.8% | | |
Ameriprise Financial, Inc. | 43,838 | 3,938,844 |
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Franklin Resources, Inc. | 85,909 | 2,866,783 |
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Invesco Ltd. | 185,242 | 4,731,081 |
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Northern Trust Corp. | 428,708 | 28,406,192 |
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State Street Corp. | 169,241 | 9,125,475 |
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T. Rowe Price Group, Inc. | 86,964 | 6,345,763 |
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| | 55,414,138 |
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Commercial Services and Supplies — 4.8% | | |
Clean Harbors, Inc.(1) | 119,246 | 6,213,909 |
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Republic Services, Inc. | 347,850 | 17,848,184 |
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Tyco International plc | 524,694 | 22,351,964 |
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| | 46,414,057 |
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Containers and Packaging — 2.3% | | |
Bemis Co., Inc. | 37,378 | 1,924,593 |
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Sonoco Products Co. | 136,734 | 6,790,211 |
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WestRock Co. | 335,832 | 13,053,790 |
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| | 21,768,594 |
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Diversified Financial Services — 0.3% | | |
Markit Ltd.(1) | 97,796 | 3,188,150 |
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Diversified Telecommunication Services — 0.9% | | |
CenturyLink, Inc. | 301,346 | 8,742,047 |
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Electric Utilities — 5.9% | | |
Edison International | 230,217 | 17,880,954 |
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Eversource Energy | 87,220 | 5,224,478 |
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PG&E Corp. | 260,019 | 16,620,415 |
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Xcel Energy, Inc. | 380,267 | 17,028,356 |
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| | 56,754,203 |
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| Shares | Value |
Electrical Equipment — 2.0% | | |
Emerson Electric Co. | 117,209 | $ | 6,113,622 |
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Hubbell, Inc. | 81,045 | 8,547,816 |
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Rockwell Automation, Inc. | 42,621 | 4,893,743 |
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| | 19,555,181 |
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Electronic Equipment, Instruments and Components — 1.9% | | |
Keysight Technologies, Inc.(1) | 295,277 | 8,589,608 |
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TE Connectivity Ltd. | 169,605 | 9,686,141 |
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| | 18,275,749 |
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Energy Equipment and Services — 2.3% | | |
FMC Technologies, Inc.(1) | 180,769 | 4,821,109 |
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Frank's International NV | 384,908 | 5,623,506 |
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Halliburton Co. | 204,586 | 9,265,700 |
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Helmerich & Payne, Inc. | 34,298 | 2,302,425 |
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| | 22,012,740 |
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Food and Staples Retailing — 1.5% | | |
Sysco Corp. | 282,159 | 14,316,748 |
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Food Products — 6.1% | | |
ConAgra Foods, Inc. | 274,607 | 13,128,961 |
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Flowers Foods, Inc. | 335,886 | 6,297,862 |
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General Mills, Inc. | 128,498 | 9,164,477 |
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JM Smucker Co. (The) | 52,842 | 8,053,649 |
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Kellogg Co. | 83,983 | 6,857,212 |
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Mead Johnson Nutrition Co. | 36,053 | 3,271,810 |
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Mondelez International, Inc., Class A | 257,617 | 11,724,150 |
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| | 58,498,121 |
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Gas Utilities — 1.8% | | |
Atmos Energy Corp. | 94,139 | 7,655,383 |
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Spire, Inc. | 135,151 | 9,574,097 |
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| | 17,229,480 |
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Health Care Equipment and Supplies — 4.9% | | |
Abbott Laboratories | 193,858 | 7,620,558 |
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Baxter International, Inc. | 213,595 | 9,658,766 |
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Becton Dickinson and Co. | 19,844 | 3,365,344 |
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Boston Scientific Corp.(1) | 103,823 | 2,426,344 |
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STERIS plc | 75,707 | 5,204,856 |
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Zimmer Biomet Holdings, Inc. | 160,237 | 19,289,330 |
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| | 47,565,198 |
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Health Care Providers and Services — 2.9% | | |
LifePoint Health, Inc.(1) | 229,123 | 14,977,770 |
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Quest Diagnostics, Inc. | 154,436 | 12,572,635 |
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| | 27,550,405 |
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Hotels, Restaurants and Leisure — 0.5% | | |
Carnival Corp. | 117,869 | 5,209,810 |
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Household Durables — 0.8% | | |
PulteGroup, Inc. | 401,209 | 7,819,563 |
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Industrial Conglomerates — 1.3% | | |
Koninklijke Philips NV | 497,662 | 12,417,382 |
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Insurance — 7.1% | | |
Aflac, Inc. | 68,382 | 4,934,445 |
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Allstate Corp. (The) | 72,285 | 5,056,336 |
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| Shares | Value |
Brown & Brown, Inc. | 214,915 | $ | 8,052,865 |
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Chubb Ltd. | 111,128 | 14,525,541 |
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MetLife, Inc. | 162,266 | 6,463,055 |
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ProAssurance Corp. | 102,948 | 5,512,865 |
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Reinsurance Group of America, Inc. | 117,257 | 11,372,757 |
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Torchmark Corp. | 60,098 | 3,715,258 |
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Unum Group | 256,761 | 8,162,432 |
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| | 67,795,554 |
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Leisure Products — 0.7% | | |
Mattel, Inc. | 75,417 | 2,359,798 |
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Polaris Industries, Inc. | 54,405 | 4,448,153 |
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| | 6,807,951 |
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Machinery — 1.7% | | |
Ingersoll-Rand plc | 51,342 | 3,269,459 |
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Oshkosh Corp. | 119,640 | 5,708,024 |
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Parker-Hannifin Corp. | 71,256 | 7,699,211 |
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| | 16,676,694 |
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Metals and Mining — 0.2% | | |
Nucor Corp. | 43,696 | 2,159,019 |
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Multi-Utilities — 2.4% | | |
Ameren Corp. | 162,740 | 8,719,609 |
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Consolidated Edison, Inc. | 94,185 | 7,576,242 |
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NorthWestern Corp. | 114,191 | 7,202,026 |
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| | 23,497,877 |
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Multiline Retail — 0.8% | | |
Target Corp. | 103,956 | 7,258,208 |
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Oil, Gas and Consumable Fuels — 10.4% | | |
Anadarko Petroleum Corp. | 189,462 | 10,088,851 |
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Cimarex Energy Co. | 47,608 | 5,680,587 |
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Devon Energy Corp. | 337,086 | 12,219,367 |
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EQT Corp. | 226,362 | 17,527,210 |
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Imperial Oil Ltd. | 706,855 | 22,366,370 |
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Noble Energy, Inc. | 386,899 | 13,878,067 |
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Occidental Petroleum Corp. | 177,602 | 13,419,607 |
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Pioneer Natural Resources Co. | 14,694 | 2,221,880 |
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Spectra Energy Partners LP | 48,592 | 2,292,571 |
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| | 99,694,510 |
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Real Estate Investment Trusts (REITs) — 6.2% | | |
Boston Properties, Inc. | 41,298 | 5,447,206 |
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Corrections Corp. of America | 250,190 | 8,761,654 |
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Empire State Realty Trust, Inc. | 255,813 | 4,857,889 |
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Host Hotels & Resorts, Inc. | 432,394 | 7,009,107 |
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MGM Growth Properties LLC, Class A | 198,309 | 5,290,884 |
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Piedmont Office Realty Trust, Inc., Class A | 455,842 | 9,818,837 |
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Welltower, Inc. | 21,339 | 1,625,391 |
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Weyerhaeuser Co. | 551,016 | 16,403,746 |
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| | 59,214,714 |
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Road and Rail — 2.3% | | |
CSX Corp. | 456,320 | 11,900,826 |
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Heartland Express, Inc. | 594,139 | 10,332,077 |
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| | 22,232,903 |
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| | | | |
| Shares | Value |
Semiconductors and Semiconductor Equipment — 4.5% | | |
Applied Materials, Inc. | 548,743 | $ | 13,153,370 |
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Lam Research Corp. | 93,699 | 7,876,338 |
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Maxim Integrated Products, Inc. | 335,118 | 11,960,361 |
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Teradyne, Inc. | 539,334 | 10,619,487 |
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| | 43,609,556 |
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Specialty Retail — 2.6% | | |
Advance Auto Parts, Inc. | 75,143 | 12,145,363 |
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CST Brands, Inc. | 288,666 | 12,435,731 |
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| | 24,581,094 |
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Textiles, Apparel and Luxury Goods — 0.5% | | |
Ralph Lauren Corp. | 57,002 | 5,108,519 |
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Thrifts and Mortgage Finance — 1.0% | | |
Capitol Federal Financial, Inc. | 700,009 | 9,765,126 |
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TOTAL COMMON STOCKS (Cost $817,248,095) | | 925,146,471 |
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EXCHANGE-TRADED FUNDS — 2.1% | | |
iShares Russell Mid-Cap Value ETF (Cost $17,886,045) | 277,378 | 20,606,411 |
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TEMPORARY CASH INVESTMENTS — 1.0% | | |
Repurchase Agreement, Fixed Income Clearing Corp., (collateralized by various U.S. Treasury obligations, 3.00%, 11/15/45, valued at $9,787,350), at 0.20%, dated 6/30/16, due 7/1/16 (Delivery value $9,594,053) | | 9,594,000 |
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State Street Institutional Liquid Reserves Fund, Premier Class | 6,381 | 6,381 |
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TOTAL TEMPORARY CASH INVESTMENTS (Cost $9,600,381) | | 9,600,381 |
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TOTAL INVESTMENT SECURITIES — 99.3% (Cost $844,734,521) | | 955,353,263 |
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OTHER ASSETS AND LIABILITIES — 0.7% | | 6,547,364 |
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TOTAL NET ASSETS — 100.0% | | $ | 961,900,627 |
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FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS |
Currency Purchased | Currency Sold | Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) |
USD | 18,071,688 | CAD | 23,635,600 | Morgan Stanley | 9/30/16 | $ | (225,777 | ) |
EUR | 461,084 | USD | 510,558 | UBS AG | 9/30/16 | 2,767 |
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USD | 453,361 | EUR | 408,207 | UBS AG | 9/30/16 | (1,097 | ) |
USD | 10,331,818 | EUR | 9,348,581 | UBS AG | 9/30/16 | (75,976 | ) |
USD | 4,228,865 | JPY | 431,132,769 | Credit Suisse AG | 9/30/16 | 41,158 |
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| | | | | | $ | (258,925 | ) |
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NOTES TO SCHEDULE OF INVESTMENTS |
ADR | - | American Depositary Receipt |
CAD | - | Canadian Dollar |
EUR | - | Euro |
JPY | - | Japanese Yen |
USD | - | United States Dollar |
See Notes to Financial Statements.
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Statement of Assets and Liabilities |
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JUNE 30, 2016 (UNAUDITED) | |
Assets |
Investment securities, at value (cost of $844,734,521) | $ | 955,353,263 |
|
Receivable for investments sold | 7,639,718 |
|
Receivable for capital shares sold | 4,427,459 |
|
Unrealized appreciation on forward foreign currency exchange contracts | 43,925 |
|
Dividends and interest receivable | 1,783,898 |
|
| 969,248,263 |
|
| |
Liabilities |
Payable for investments purchased | 5,630,970 |
|
Payable for capital shares redeemed | 628,606 |
|
Unrealized depreciation on forward foreign currency exchange contracts | 302,850 |
|
Accrued management fees | 649,806 |
|
Distribution fees payable | 135,404 |
|
| 7,347,636 |
|
| |
Net Assets | $ | 961,900,627 |
|
| |
Net Assets Consist of: | |
Capital (par value and paid-in surplus) | $ | 852,084,102 |
|
Undistributed net investment income | 1,560,350 |
|
Accumulated net realized loss | (2,104,453 | ) |
Net unrealized appreciation | 110,360,628 |
|
| $ | 961,900,627 |
|
|
| | | | | | |
| Net Assets | Shares Outstanding | Net Asset Value Per Share |
Class I, $0.01 Par Value |
| $286,674,930 |
| 14,967,043 |
| $19.15 |
Class II, $0.01 Par Value |
| $675,225,697 |
| 35,226,105 |
| $19.17 |
See Notes to Financial Statements.
|
| | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) |
Investment Income (Loss) |
Income: | |
Dividends (net of foreign taxes withheld of $41,464) | $ | 9,674,218 |
|
Interest | 18,303 |
|
| 9,692,521 |
|
| |
Expenses: | |
Management fees | 4,055,828 |
|
Distribution fees - Class II | 732,573 |
|
Directors' fees and expenses | 14,089 |
|
Other expenses | 110 |
|
| 4,802,600 |
|
Fees waived | (521,863 | ) |
| 4,280,737 |
|
| |
Net investment income (loss) | 5,411,784 |
|
| |
Realized and Unrealized Gain (Loss) |
Net realized gain (loss) on: | |
Investment transactions | 20,360,920 |
|
Foreign currency transactions | (1,112,525 | ) |
| 19,248,395 |
|
| |
Change in net unrealized appreciation (depreciation) on: | |
Investments | 66,696,189 |
|
Translation of assets and liabilities in foreign currencies | (204,198 | ) |
| 66,491,991 |
|
| |
Net realized and unrealized gain (loss) | 85,740,386 |
|
| |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 91,152,170 |
|
See Notes to Financial Statements.
|
|
Statement of Changes in Net Assets |
|
| | | | | | |
SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2015 |
Increase (Decrease) in Net Assets | June 30, 2016 | December 31, 2015 |
Operations |
Net investment income (loss) | $ | 5,411,784 |
| $ | 9,132,055 |
|
Net realized gain (loss) | 19,248,395 |
| 47,486,593 |
|
Change in net unrealized appreciation (depreciation) | 66,491,991 |
| (69,588,709 | ) |
Net increase (decrease) in net assets resulting from operations | 91,152,170 |
| (12,970,061 | ) |
| | |
Distributions to Shareholders |
From net investment income: | | |
Class I | (2,701,579 | ) | (4,088,037 | ) |
Class II | (5,109,926 | ) | (8,024,490 | ) |
From net realized gains: | | |
Class I | (14,296,702 | ) | (10,379,596 | ) |
Class II | (29,325,977 | ) | (23,528,578 | ) |
Decrease in net assets from distributions | (51,434,184 | ) | (46,020,701 | ) |
| | |
Capital Share Transactions |
Net increase (decrease) in net assets from capital share transactions (Note 5) | 100,764,768 |
| 173,816,195 |
|
| | |
Net increase (decrease) in net assets | 140,482,754 |
| 114,825,433 |
|
| | |
Net Assets |
Beginning of period | 821,417,873 |
| 706,592,440 |
|
End of period | $ | 961,900,627 |
| $ | 821,417,873 |
|
| | |
Undistributed net investment income | $ | 1,560,350 |
| $ | 3,960,071 |
|
See Notes to Financial Statements.
|
|
Notes to Financial Statements |
JUNE 30, 2016 (UNAUDITED)
1. Organization
American Century Variable Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is organized as a Maryland corporation. VP Mid Cap Value Fund (the fund) is one fund in a series issued by the corporation. The fund’s investment objective is to seek long-term capital growth. Income is a secondary objective.
The fund offers Class I and Class II. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. Class II is charged a lower unified management fee because it has a separate arrangement for distribution services.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the fund in preparation of its financial statements. The fund is an investment company and follows accounting and reporting guidance in accordance with accounting principles generally accepted in the United States of America. This may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. Management evaluated the impact of events or transactions occurring through the date the financial statements were issued that would merit recognition or disclosure.
Investment Valuations — The fund determines the fair value of its investments and computes its net asset value per share at the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. The Board of Directors has adopted valuation policies and procedures to guide the investment advisor in the fund’s investment valuation process and to provide methodologies for the oversight of the fund’s pricing function.
Equity securities that are listed or traded on a domestic securities exchange are valued at the last reported sales price or at the official closing price as provided by the exchange. Equity securities traded on foreign securities exchanges are generally valued at the closing price of such securities on the exchange where primarily traded or at the close of the NYSE, if that is earlier. If no last sales price is reported, or if local convention or regulation so provides, the mean of the latest bid and asked prices may be used. Securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official closing price. Equity securities initially expressed in local currencies are translated into U.S. dollars at the mean of the appropriate currency exchange rate at the close of the NYSE as provided by an independent pricing service.
Open-end management investment companies are valued at the reported net asset value per share. Repurchase agreements are valued at cost, which approximates fair value. Forward foreign currency exchange contracts are valued at the mean of the appropriate forward exchange rate at the close of the NYSE as provided by an independent pricing service.
If the fund determines that the market price for an investment is not readily available or the valuation methods mentioned above do not reflect an investment’s fair value, such investment is valued as determined in good faith by the Board of Directors or its delegate, in accordance with policies and procedures adopted by the Board of Directors. In its determination of fair value, the fund may review several factors including, but not limited to, market information regarding the specific investment or comparable investments and correlation with other investment types, futures indices or general market indicators. Circumstances that may cause the fund to use these procedures to value an investment include, but are not limited to: an investment has been declared in default or is distressed; trading in a security has been suspended during the trading day or a security is not actively trading on its principal exchange; prices received from a regular pricing source are deemed unreliable; or there is a foreign market holiday and no trading occurred.
The fund monitors for significant events occurring after the close of an investment’s primary exchange but before the fund’s net asset value per share is determined. Significant events may include, but are not limited to: corporate announcements and transactions; governmental action and political unrest that could impact a specific investment or an investment sector; or armed conflicts, natural disasters and similar events that could affect investments in a specific country or region. The fund also monitors for significant fluctuations between
domestic and foreign markets, as evidenced by the U.S. market or such other indicators that the Board of Directors, or its delegate, deems appropriate. If significant fluctuations in foreign markets are identified, the fund may apply a model-derived factor to the closing price of equity securities traded on foreign securities exchanges. The factor is based on observable market data as provided by an independent pricing service.
Security Transactions — Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes.
Investment Income — Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or long-term capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund may estimate the components of distributions received that may be considered nontaxable distributions or long-term capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums.
Foreign Currency Translations — All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. The fund may enter into spot foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of investment securities, dividend and interest income, spot foreign currency exchange contracts, and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Net realized and unrealized foreign currency exchange gains or losses related to investment securities are a component of net realized gain (loss) on investment transactions and change in net unrealized appreciation (depreciation) on investments, respectively.
Repurchase Agreements — The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement.
Joint Trading Account — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with certain other funds in the American Century Investments family of funds, may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations.
Income Tax Status — It is the fund’s policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. The fund files U.S. federal, state, local and non-U.S. tax returns as applicable. The fund's tax returns are subject to examination by the relevant taxing authority until expiration of the applicable statute of limitations, which is generally three years from the date of filing but can be longer in certain jurisdictions. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Multiple Class — All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets.
Distributions to Shareholders — Distributions from net investment income, if any, are generally declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually.
Indemnifications — Under the corporation’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a fund. The risk of material loss from such claims is considered by management to be remote.
3. Fees and Transactions with Related Parties
Certain officers and directors of the corporation are also officers and/or directors of American Century Companies, Inc. (ACC). The corporation’s investment advisor, ACIM, the corporation's distributor, American Century Investment Services, Inc. (ACIS), and the corporation’s transfer agent, American Century Services, LLC, are wholly owned, directly or indirectly, by ACC.
Management Fees — The corporation has entered into a management agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The agreement provides that all expenses of managing and operating the fund, except distribution fees, brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on each class's daily net assets and paid monthly in arrears. The annual management fee for each class is 1.00% and 0.90% for Class I and Class II, respectively. From January 1, 2016 through July 31, 2016, the investment advisor agreed to waive 0.12% of the fund's management fee. Effective August 1, 2016, the investment advisor agreed to increase the amount of the waiver from 0.12% to 0.14% of the fund’s management fee. The investment advisor expects this waiver to continue until July 31, 2017 and cannot terminate it prior to such date without the approval of the Board of Directors. The total amount of the waiver for each class for the six months ended June 30, 2016 was $170,228 and $351,635 for Class I and Class II, respectively. The effective annual management fee after waiver for each class for the six months ended June 30, 2016 was 0.88% and 0.78% for Class I and Class II, respectively.
Distribution Fees — The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay ACIS an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the six months ended June 30, 2016 are detailed in the Statement of Operations.
Directors' Fees and Expenses — The Board of Directors is responsible for overseeing the investment advisor’s management and operations of the fund. The directors receive detailed information about the fund and its investment advisor regularly throughout the year, and meet at least quarterly with management of the investment advisor to review reports about fund operations. The fund’s officers do not receive compensation from the fund.
Interfund Transactions — The fund may enter into security transactions with other American Century Investments funds and other client accounts of the investment advisor, in accordance with the 1940 Act rules and procedures adopted by the Board of Directors. The rules and procedures require, among other things, that these transactions be effected at the independent current market price of the security. During the period, the interfund purchases and sales were $2,501,134 and $1,364,552, respectively.
4. Investment Transactions
Purchases and sales of investment securities, excluding short-term investments, for the six months ended June 30, 2016 were $322,187,505 and $260,474,827, respectively.
5. Capital Share Transactions
Transactions in shares of the fund were as follows:
|
| | | | | | | | |
| Six months ended June 30, 2016 | Year ended December 31, 2015 |
| Shares | Amount | Shares | Amount |
Class I/Shares Authorized | 100,000,000 | | 100,000,000 | |
Sold | 2,474,619 | $ | 45,303,564 |
| 6,281,314 | $ | 120,516,053 |
|
Issued in reinvestment of distributions | 913,883 | 16,574,836 |
| 742,672 | 14,154,729 |
|
Redeemed | (3,043,238) | (56,686,609) |
| (3,013,253) | (57,415,113) |
|
| 345,264 | 5,191,791 |
| 4,010,733 | 77,255,669 |
|
Class II/Shares Authorized | 150,000,000 | | 150,000,000 | |
Sold | 5,080,260 | 93,439,424 |
| 8,331,317 | 159,539,307 |
|
Issued in reinvestment of distributions | 1,897,875 | 34,435,903 |
| 1,652,793 | 31,553,068 |
|
Redeemed | (1,779,618) | (32,302,350) |
| (4,946,818) | (94,531,849) |
|
| 5,198,517 | 95,572,977 |
| 5,037,292 | 96,560,526 |
|
Net increase (decrease) | 5,543,781 | $ | 100,764,768 |
| 9,048,025 | $ | 173,816,195 |
|
6. Fair Value Measurements
The fund’s investments valuation process is based on several considerations and may use multiple inputs to determine the fair value of the investments held by the fund. In conformity with accounting principles generally accepted in the United States of America, the inputs used to determine a valuation are classified into three broad levels.
| |
• | Level 1 valuation inputs consist of unadjusted quoted prices in an active market for identical investments. |
| |
• | Level 2 valuation inputs consist of direct or indirect observable market data (including quoted prices for comparable investments, evaluations of subsequent market events, interest rates, prepayment speeds, credit risk, etc.). These inputs also consist of quoted prices for identical investments initially expressed in local currencies that are adjusted through translation into U.S. dollars. |
| |
• | Level 3 valuation inputs consist of unobservable data (including a fund’s own assumptions). |
The level classification is based on the lowest level input that is significant to the fair valuation measurement. The valuation inputs are not necessarily an indication of the risks associated with investing in these securities or other financial instruments. There were no significant transfers between levels during the period.
The following is a summary of the level classifications as of period end. The Schedule of Investments provides additional information on the fund’s portfolio holdings.
|
| | | | | | | | |
| Level 1 | Level 2 | Level 3 |
Assets | | | |
Investment Securities | | | |
Common Stocks | $ | 890,362,719 |
| $ | 34,783,752 |
| — |
|
Exchange-Traded Funds | 20,606,411 |
| — |
| — |
|
Temporary Cash Investments | 6,381 |
| 9,594,000 |
| — |
|
| $ | 910,975,511 |
| $ | 44,377,752 |
| — |
|
Other Financial Instruments | | | |
Forward Foreign Currency Exchange Contracts | — |
| $ | 43,925 |
| — |
|
| | | |
Liabilities | | | |
Other Financial Instruments | | | |
Forward Foreign Currency Exchange Contracts | — |
| $ | 302,850 |
| — |
|
7. Derivative Instruments
Foreign Currency Risk — The fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by a fund may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency. A fund may enter into forward foreign currency exchange contracts to reduce a fund's exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by a fund and the resulting unrealized appreciation or depreciation are determined daily. Realized gain or loss is recorded upon the termination of the contract. Net realized and unrealized gains or losses occurring during the holding period of forward foreign currency exchange contracts are a component of net realized gain (loss) on foreign currency transactions and change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies, respectively. A fund bears the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms. The fund's average U.S. dollar exposure to foreign currency risk derivative instruments held during the period was $28,377,339.
The value of foreign currency risk derivative instruments as of June 30, 2016, is disclosed on the Statement of Assets and Liabilities as an asset of $43,925 in unrealized appreciation on forward foreign currency exchange contracts and a liability of $302,850 in unrealized depreciation on forward foreign currency exchange contracts. For the six months ended June 30, 2016, the effect of foreign currency risk derivative instruments on the Statement of Operations was $(1,107,446) in net realized gain (loss) on foreign currency transactions and $(206,327) in change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies.
8. Federal Tax Information
The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
As of June 30, 2016, the components of investments for federal income tax purposes were as follows:
|
| | | |
Federal tax cost of investments | $ | 856,836,518 |
|
Gross tax appreciation of investments | $ | 122,818,749 |
|
Gross tax depreciation of investments | (24,302,004 | ) |
Net tax appreciation (depreciation) of investments | $ | 98,516,745 |
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
As of December 31, 2015, the fund had accumulated short-term capital losses of $(10,902,376), which represent net capital loss carryovers that may be used to offset future realized capital gains for federal income tax purposes. As a result of a shift in ownership of the fund, the utilization of current capital loss carryovers are limited. Any remaining accumulated gains after application of this limitation will be distributed to shareholders. Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations. Capital loss carryovers expire in 2017.
|
| | | | | | | | | | | | | | | | | |
For a Share Outstanding Throughout the Years Ended December 31 (except as noted) |
Per-Share Data | Ratios and Supplemental Data |
| | Income From Investment Operations: | Distributions From: | | | Ratio to Average Net Assets of: | | |
| Net Asset Value, Beginning of Period | Net Investment Income (Loss)(1) | Net Realized and Unrealized Gain (Loss) | Total From Investment Operations | Net Investment Income | Net Realized Gains | Total Distributions | Net Asset Value, End of Period | Total Return(2) | Operating Expenses | Operating Expenses (before expense waiver) | Net Investment Income (Loss) | Net Investment Income (Loss) (before expense waiver) | Portfolio Turnover Rate | Net Assets, End of Period (in thousands) |
Class I | | | | | | | | | | | | | | |
2016(3) | $18.39 | 0.12 | 1.76 | 1.88 | (0.17) | (0.95) | (1.12) | $19.15 | 10.67% | 0.88%(4) | 1.00%(4) | 1.35%(4) | 1.23%(4) | 30% |
| $286,675 |
|
2015 | $19.84 | 0.24 | (0.49) | (0.25) | (0.32) | (0.88) | (1.20) | $18.39 | (1.43)% | 0.88% | 1.00% | 1.29% | 1.17% | 65% |
| $268,866 |
|
2014 | $18.47 | 0.25 | 2.60 | 2.85 | (0.22) | (1.26) | (1.48) | $19.84 | 16.42% | 0.94% | 1.00% | 1.31% | 1.25% | 60% |
| $210,494 |
|
2013 | $14.59 | 0.23 | 4.09 | 4.32 | (0.20) | (0.24) | (0.44) | $18.47 | 30.11% | 1.01% | 1.01% | 1.39% | 1.39% | 63% |
| $94,906 |
|
2012 | $13.50 | 0.29 | 1.86 | 2.15 | (0.28) | (0.78) | (1.06) | $14.59 | 16.33% | 1.01% | 1.01% | 2.06% | 2.06% | 78% |
| $60,637 |
|
2011 | $14.14 | 0.21 | (0.30) | (0.09) | (0.18) | (0.37) | (0.55) | $13.50 | (0.69)% | 1.01% | 1.01% | 1.52% | 1.52% | 98% |
| $52,242 |
|
Class II | | | | | | | | | | | | | | |
2016(3) | $18.40 | 0.11 | 1.77 | 1.88 | (0.16) | (0.95) | (1.11) | $19.17 | 10.58% | 1.03%(4) | 1.15%(4) | 1.20%(4) | 1.08%(4) | 30% |
| $675,226 |
|
2015 | $19.85 | 0.21 | (0.49) | (0.28) | (0.29) | (0.88) | (1.17) | $18.40 | (1.58)% | 1.03% | 1.15% | 1.14% | 1.02% | 65% |
| $552,552 |
|
2014 | $18.48 | 0.21 | 2.62 | 2.83 | (0.20) | (1.26) | (1.46) | $19.85 | 16.24% | 1.09% | 1.15% | 1.16% | 1.10% | 60% |
| $496,099 |
|
2013 | $14.59 | 0.21 | 4.10 | 4.31 | (0.18) | (0.24) | (0.42) | $18.48 | 29.90% | 1.16% | 1.16% | 1.24% | 1.24% | 63% |
| $348,736 |
|
2012 | $13.50 | 0.27 | 1.86 | 2.13 | (0.26) | (0.78) | (1.04) | $14.59 | 16.23% | 1.16% | 1.16% | 1.91% | 1.91% | 78% |
| $205,208 |
|
2011 | $14.14 | 0.19 | (0.30) | (0.11) | (0.16) | (0.37) | (0.53) | $13.50 | (0.84)% | 1.16% | 1.16% | 1.37% | 1.37% | 98% |
| $154,453 |
|
|
|
Notes to Financial Highlights |
| |
(1) | Computed using average shares outstanding throughout the period. |
| |
(2) | Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized. |
| |
(3) | Six months ended June 30, 2016 (unaudited). |
See Notes to Financial Statements.
|
|
Approval of Management Agreement |
At a meeting held on June 29, 2016, the Fund’s Board of Directors (the "Board") unanimously approved the renewal of the management agreement pursuant to which American Century Investment Management, Inc. (the “Advisor”) acts as the investment advisor for the Fund. Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated, and approved by a majority of a fund’s directors (the “Directors”), including a majority of the independent Directors, each year.
Prior to its consideration of the renewal of the management agreement, the Directors requested and reviewed extensive data and information compiled by the Advisor and certain independent providers of evaluation data concerning the Fund and the services provided to the Fund by the Advisor. This review was in addition to the oversight and evaluation undertaken by the Board and its committees on a continual basis and the information received was supplemental to the extensive information that the Board and its committees receive and consider throughout the year.
In connection with its consideration of the renewal of the management agreement, the Board’s review and evaluation of the services provided by the Advisor included, but was not limited to, the following:
| |
• | the nature, extent, and quality of investment management, shareholder services, and other services provided and to be provided to the Fund; |
| |
• | the wide range of other programs and services provided and to be provided to the Fund and its shareholders on a routine and non-routine basis; |
| |
• | the investment performance of the Fund, including data comparing the Fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; |
| |
• | the cost of owning the Fund compared to the cost of owning similar funds; |
| |
• | the compliance policies, procedures, and regulatory experience of the Advisor and the Fund's service providers; |
| |
• | financial data showing the cost of services provided to the Fund, the profitability of the Fund to the Advisor, and the overall profitability of the Advisor; |
| |
• | possible economies of scale associated with the Advisor’s management of the Fund and other accounts under its management; |
| |
• | data comparing services provided and charges to the Advisor's other investment management clients; |
| |
• | acquired fund fees and expenses; |
| |
• | payments by the Fund and the Advisor to financial intermediaries and the nature of services provided; and |
| |
• | any collateral benefits derived by the Advisor from the management of the Fund. |
In keeping with their practice, the Directors held two in-person meetings and one telephonic meeting to review and discuss the information provided. The independent Directors also had the benefit of the advice of their independent counsel throughout the process.
Factors Considered
The Directors considered all of the information provided by the Advisor, the independent data providers, and independent counsel in connection with the approval. They determined that the information was sufficient for them to evaluate the management agreement for the Fund. In connection with their review, the Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors.
In deciding to renew the management agreement, the Board based its decision on a number of factors, including the following:
Nature, Extent and Quality of Services - Generally. Under the management agreement, the Advisor is responsible for providing or arranging for all services necessary for the operation of the Fund. The Board noted that under the management agreement, the Advisor provides or arranges at its own expense a wide variety of services including:
| |
• | constructing and designing the Fund |
| |
• | portfolio research and security selection |
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• | initial capitalization/funding |
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• | daily valuation of the Fund’s portfolio |
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• | shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping, and communications |
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• | legal services (except the independent Directors’ counsel) |
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• | regulatory and portfolio compliance |
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• | marketing and distribution (except amounts paid by the Fund under Rule 12b-1 plans) |
The Board noted that many of these services have expanded over time in terms of both quantity and complexity in response to shareholder demands, competition in the industry, changing distribution channels, and the changing regulatory environment. The Board noted specifically the resources the Advisor has committed to enhancing cybersecurity protections for the benefit of shareholders.
Investment Management Services. The nature of the investment management services provided to the Fund is quite complex and allows Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes by investing in or exchanging among various American Century Investments funds, and liquidity. In evaluating investment performance, the Board expects the Advisor to manage the Fund in accordance with its investment objectives and approved strategies. Further, the Directors recognize that the Advisor has an obligation to monitor trading activities, and in particular to seek the best execution of fund trades, and to evaluate the use of and payment for research. In providing these services, the Advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance, and other systems to conduct their business. The Board, directly and through its Fund Performance Review Committee, provides oversight of the investment performance process. It regularly reviews investment performance information for the Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. The Directors also review detailed performance information provided by the Advisor during the management agreement approval process. If performance concerns are identified, the Fund receives special reviews until performance improves, during which the Board receives a report from the Advisor regarding the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The Fund’s performance was above its benchmark for the one-, three-, five-, and ten-year periods reviewed by the Board. The Board found the investment management services provided by the Advisor to the Fund to be satisfactory and consistent with the management agreement.
Shareholder and Other Services. Under the management agreement, the Advisor provides the Fund with a comprehensive package of transfer agency, shareholder, and other services. The Board, directly and through various committees of the Board, regularly reviews reports and evaluations of such services at its regular meetings. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to Fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. The Board particularly noted the Advisor’s continual efforts to maintain effective business continuity plans and to address cybersecurity threats. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisor. The Board found the services provided by the Advisor to the Fund under the management agreement to be competitive and of high quality.
Costs of Services and Profitability. The Advisor provides detailed information concerning its cost of providing various services to the Fund, its profitability in managing the Fund (pre- and post-distribution), its overall profitability, and its financial condition. The Directors have reviewed with the Advisor the methodology used to prepare this financial information. This information is considered in evaluating the Advisor’s financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The Board concluded that the Advisor’s profits were reasonable in light of the services provided to the Fund.
Ethics. The Board generally considers the Advisor’s commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the Advisor’s practices generally meet or exceed industry best practices.
Economies of Scale. The Board also reviewed information provided by the Advisor regarding the possible existence of economies of scale in connection with the management of the Fund. The Board concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Board concluded that the Advisor is appropriately sharing economies of scale through its competitive fee structure, offering competitive fees from fund inception, and through reinvestment in its business to provide shareholders additional content and services.
Comparison to Other Funds’ Fees. The management agreement provides that the Fund pays the Advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than brokerage expenses, expenses attributable to short sales, taxes, interest, extraordinary expenses, and the fees and expenses of the Fund’s independent Directors (including their independent legal counsel) 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 1940 Act. Under the unified fee structure, the Advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges, and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Board believes the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisor the risk of increased costs of operating the Fund and provides a direct incentive to minimize administrative inefficiencies. Part of the Board’s analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider comparing the Fund’s unified fee to the total expense ratios of its peers. The unified fee charged to shareholders of the Fund was above the median of the total expense ratios of the Fund’s peer expense universe. The Board and the Advisor agreed to a temporary reduction of the Fund's annual unified management fee of 0.14% (e.g., the Class I unified fee will be reduced from 1.00% to 0.86%), beginning August 1, 2016. The Board concluded that the management fee paid by the Fund to the Advisor under the management agreement is reasonable in light of the services provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisor. The Directors also requested and received information from the Advisor concerning the nature of the services, fees, costs, and profitability of its advisory services to advisory clients other than the Fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the Fund. The Board analyzed this information and concluded that the fees charged and services provided to the Fund were reasonable by comparison.
Payments to Intermediaries. The Directors also requested and received a description of payments made to intermediaries by the Fund and the Advisor. These payments include various payments made by the Fund or the Advisor to different types of intermediaries and recordkeepers for distribution and service activities provided for the Fund. The Board received confirmation from the Advisor that all such payments by the Fund intended for distribution were made pursuant to the Fund's 12b-1 Plan. The Board reviewed such information and found the payments to be reasonable in scope and purpose.
Collateral or “Fall-Out” Benefits Derived by the Advisor. The Board considered the existence of collateral benefits the Advisor may receive as a result of its relationship with the Fund. They concluded that the Advisor’s primary business is managing mutual funds and it generally does not use fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Board noted that additional assets from other clients may offer the Advisor some benefit from increased leverage with service providers and counterparties. Additionally, the Advisor receives proprietary research from broker-dealers that execute fund portfolio transactions, which the Board concluded is likely to benefit other clients of the Advisor, as well as Fund shareholders. The Board also determined that the Advisor is able to provide investment management services to certain clients other than the Fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Board concluded that appropriate allocation methodologies had been employed to assign resources and the cost of those resources to these other clients and, where expressly provided, these other client assets may be included with the assets of the Fund to determine breakpoints in the management fee schedule.
Existing Relationship. The Board also considered whether there was any reason for not continuing the existing arrangement with the Advisor. In this regard, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties, and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Advisor’s industry standing and reputation and in the expectation that the Advisor will have a continuing role in providing advisory services to the Fund.
Conclusion of the Directors. As a result of this process, the Board, including all of the independent Directors, taking into account all of the factors discussed above and the information provided by the Advisor and others in connection with its review and throughout the year, determined that the management fee is fair and reasonable in light of the services provided and that the investment management agreement between the Fund and the Advisor should be renewed.
Proxy Voting Policies
A description of the policies that the fund's investment advisor uses in exercising the voting rights associated with the securities purchased and/or held by the fund is available without charge, upon request, by calling 1-800-378-9878. It is also available on the "About Us" page of American Century Investments’ website at americancentury.com and on the Securities and Exchange Commission’s website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov.
Quarterly Portfolio Disclosure
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878.
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Contact Us | americancentury.com | |
Automated Information Line | 1-800-345-8765 | |
Investment Professional Service Representatives | 1-800-345-6488 | |
Telecommunications Relay Service for the Deaf | 711 | |
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American Century Variable Portfolios, Inc. | |
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Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri | |
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This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. | |
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©2016 American Century Proprietary Holdings, Inc. All rights reserved. CL-SAN-89947 1608 | |
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| Semiannual Report |
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| June 30, 2016 |
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| VP Ultra® Fund |
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Fund Characteristics | |
Shareholder Fee Example | |
Schedule of Investments | |
Statement of Assets and Liabilities | |
Statement of Operations | |
Statement of Changes in Net Assets | |
Notes to Financial Statements | |
Financial Highlights | |
Approval of Management Agreement | |
Additional Information | |
Any opinions expressed in this report reflect those of the author as of the date of the report, and do not necessarily represent the opinions of American Century Investments® or any other person in the American Century Investments organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century Investments disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century Investments funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century Investments fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century Investments by third party vendors. To the best of American Century Investments’ knowledge, such information is accurate at the time of printing.
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JUNE 30, 2016 |
Top Ten Holdings | % of net assets |
Apple, Inc. | 7.5% |
Alphabet, Inc.* | 5.9% |
Amazon.com, Inc. | 4.6% |
Facebook, Inc., Class A | 4.0% |
Visa, Inc., Class A | 3.5% |
UnitedHealth Group, Inc. | 3.2% |
Starbucks Corp. | 3.1% |
Gilead Sciences, Inc. | 2.6% |
MasterCard, Inc., Class A | 2.6% |
Celgene Corp. | 2.6% |
*Includes all classes of the issuer held by the fund. | |
| |
Top Five Industries | % of net assets |
Internet Software and Services | 11.4% |
Biotechnology | 7.7% |
Technology Hardware, Storage and Peripherals | 7.6% |
IT Services | 6.1% |
Media | 5.7% |
| |
Types of Investments in Portfolio | % of net assets |
Common Stocks | 98.7% |
Exchange-Traded Funds | 0.2% |
Total Equity Exposure | 98.9% |
Temporary Cash Investments | 0.7% |
Other Assets and Liabilities | 0.4% |
Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2016 to June 30, 2016.
Actual Expenses
The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund’s share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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| | | | |
| Beginning Account Value 1/1/16 | Ending Account Value 6/30/16 | Expenses Paid During Period(1) 1/1/16 - 6/30/16 | Annualized Expense Ratio(1) |
Actual | | | | |
Class I (after waiver) | $1,000 | $981.60 | $4.19 | 0.85% |
Class I (before waiver) | $1,000 | $981.60(2) | $4.93 | 1.00% |
Class II (after waiver) | $1,000 | $981.10 | $4.93 | 1.00% |
Class II (before waiver) | $1,000 | $981.10(2) | $5.66 | 1.15% |
Hypothetical | | | | |
Class I (after waiver) | $1,000 | $1,020.64 | $4.27 | 0.85% |
Class I (before waiver) | $1,000 | $1,019.89 | $5.02 | 1.00% |
Class II (after waiver) | $1,000 | $1,019.89 | $5.02 | 1.00% |
Class II (before waiver) | $1,000 | $1,019.15 | $5.77 | 1.15% |
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(1) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 182, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. |
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(2) | Ending account value assumes the return earned after waiver and would have been lower if a portion of the fees had not been waived. |
JUNE 30, 2016 (UNAUDITED)
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| | | | |
| Shares | Value |
COMMON STOCKS — 98.7% | | |
Aerospace and Defense — 2.9% | | |
Boeing Co. (The) | 28,810 | $ | 3,741,555 |
|
United Technologies Corp. | 14,730 | 1,510,561 |
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| | 5,252,116 |
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Automobiles — 1.4% | | |
Tesla Motors, Inc.(1) | 11,630 | 2,468,816 |
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Banks — 1.8% | | |
JPMorgan Chase & Co. | 39,310 | 2,442,723 |
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US Bancorp | 23,000 | 927,590 |
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| | 3,370,313 |
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Beverages — 2.5% | | |
Boston Beer Co., Inc. (The), Class A(1) | 4,780 | 817,523 |
|
Constellation Brands, Inc., Class A | 22,190 | 3,670,226 |
|
| | 4,487,749 |
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Biotechnology — 7.7% | | |
Alexion Pharmaceuticals, Inc.(1) | 5,020 | 586,135 |
|
Celgene Corp.(1) | 48,490 | 4,782,569 |
|
Gilead Sciences, Inc. | 58,010 | 4,839,194 |
|
Ionis Pharmaceuticals, Inc.(1) | 13,380 | 311,620 |
|
Kite Pharma, Inc.(1) | 5,590 | 279,500 |
|
Regeneron Pharmaceuticals, Inc.(1) | 8,340 | 2,912,578 |
|
Spark Therapeutics, Inc.(1) | 7,520 | 384,498 |
|
| | 14,096,094 |
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Capital Markets — 0.7% | | |
T. Rowe Price Group, Inc. | 18,500 | 1,349,945 |
|
Chemicals — 2.4% | | |
Ecolab, Inc. | 20,440 | 2,424,184 |
|
Monsanto Co. | 19,680 | 2,035,109 |
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| | 4,459,293 |
|
Electrical Equipment — 1.8% | | |
Acuity Brands, Inc. | 12,210 | 3,027,591 |
|
Eaton Corp. plc | 4,820 | 287,899 |
|
| | 3,315,490 |
|
Energy Equipment and Services — 0.5% | | |
Core Laboratories NV | 7,020 | 869,708 |
|
Food and Staples Retailing — 2.5% | | |
Costco Wholesale Corp. | 29,090 | 4,568,294 |
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Food Products — 1.3% | | |
Mead Johnson Nutrition Co. | 27,050 | 2,454,788 |
|
Health Care Equipment and Supplies — 2.4% | | |
Intuitive Surgical, Inc.(1) | 6,740 | 4,457,903 |
|
Health Care Providers and Services — 3.9% | | |
Cigna Corp. | 9,640 | 1,233,824 |
|
UnitedHealth Group, Inc. | 41,830 | 5,906,396 |
|
| | 7,140,220 |
|
|
| | | | |
| Shares | Value |
Health Care Technology — 0.5% | | |
Cerner Corp.(1) | 16,620 | $ | 973,932 |
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Hotels, Restaurants and Leisure — 3.5% | | |
Chipotle Mexican Grill, Inc.(1) | 1,690 | 680,664 |
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Starbucks Corp. | 98,990 | 5,654,309 |
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| | 6,334,973 |
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Insurance — 1.0% | | |
MetLife, Inc. | 45,380 | 1,807,485 |
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Internet and Catalog Retail — 5.4% | | |
Amazon.com, Inc.(1) | 11,780 | 8,430,003 |
|
Netflix, Inc.(1) | 16,860 | 1,542,353 |
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| | 9,972,356 |
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Internet Software and Services — 11.4% | | |
Alphabet, Inc., Class A(1) | 7,480 | 5,262,404 |
|
Alphabet, Inc., Class C(1) | 7,990 | 5,529,879 |
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Baidu, Inc. ADR(1) | 7,230 | 1,194,034 |
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Facebook, Inc., Class A(1) | 63,770 | 7,287,636 |
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Tencent Holdings Ltd. | 73,100 | 1,665,343 |
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| | 20,939,296 |
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IT Services — 6.1% | | |
MasterCard, Inc., Class A | 54,380 | 4,788,703 |
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Visa, Inc., Class A | 87,130 | 6,462,432 |
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| | 11,251,135 |
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Machinery — 4.3% | | |
Cummins, Inc. | 18,050 | 2,029,542 |
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Donaldson Co., Inc. | 17,110 | 587,900 |
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Flowserve Corp. | 30,040 | 1,356,907 |
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WABCO Holdings, Inc.(1) | 17,970 | 1,645,513 |
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Wabtec Corp. | 31,180 | 2,189,771 |
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| | 7,809,633 |
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Media — 5.7% | | |
Scripps Networks Interactive, Inc., Class A | 26,250 | 1,634,588 |
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Time Warner, Inc. | 54,990 | 4,043,965 |
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Walt Disney Co. (The) | 47,920 | 4,687,534 |
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| | 10,366,087 |
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Oil, Gas and Consumable Fuels — 1.0% | | |
Concho Resources, Inc.(1) | 6,400 | 763,328 |
|
EOG Resources, Inc. | 13,790 | 1,150,362 |
|
| | 1,913,690 |
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Personal Products — 2.0% | | |
Estee Lauder Cos., Inc. (The), Class A | 39,720 | 3,615,314 |
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Pharmaceuticals — 2.0% | | |
Eli Lilly & Co. | 15,110 | 1,189,913 |
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Pfizer, Inc. | 69,610 | 2,450,968 |
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| | 3,640,881 |
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Professional Services — 1.3% | | |
Nielsen Holdings plc | 47,120 | 2,448,826 |
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Road and Rail — 0.7% | | |
J.B. Hunt Transport Services, Inc. | 16,520 | 1,336,964 |
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Semiconductors and Semiconductor Equipment — 1.3% | | |
ARM Holdings plc | 61,810 | 936,172 |
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|
| | | | |
| Shares | Value |
Linear Technology Corp. | 32,380 | $ | 1,506,641 |
|
| | 2,442,813 |
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Software — 4.6% | | |
Microsoft Corp. | 28,260 | 1,446,064 |
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NetSuite, Inc.(1) | 15,190 | 1,105,832 |
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Oracle Corp. | 38,130 | 1,560,661 |
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salesforce.com, inc.(1) | 43,310 | 3,439,247 |
|
Splunk, Inc.(1) | 15,330 | 830,580 |
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| | 8,382,384 |
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Specialty Retail — 3.4% | | |
O'Reilly Automotive, Inc.(1) | 9,530 | 2,583,583 |
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TJX Cos., Inc. (The) | 47,690 | 3,683,099 |
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| | 6,266,682 |
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Technology Hardware, Storage and Peripherals — 7.6% | | |
Apple, Inc. | 144,650 | 13,828,540 |
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Textiles, Apparel and Luxury Goods — 3.4% | | |
NIKE, Inc., Class B | 75,370 | 4,160,424 |
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Under Armour, Inc., Class A(1) | 22,720 | 911,753 |
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Under Armour, Inc., Class C(1) | 31,980 | 1,164,073 |
|
| | 6,236,250 |
|
Tobacco — 1.7% | | |
Philip Morris International, Inc. | 30,000 | 3,051,600 |
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TOTAL COMMON STOCKS (Cost $91,259,802) | | 180,909,570 |
|
EXCHANGE-TRADED FUNDS — 0.2% | | |
iShares Russell 1000 Growth ETF (Cost $412,564) | 4,170 | 418,501 |
|
TEMPORARY CASH INVESTMENTS — 0.7% | | |
Repurchase Agreement, Fixed Income Clearing Corp., (collateralized by various U.S. Treasury obligations, 3.00%, 11/15/45, valued at $1,240,650), at 0.20%, dated 6/30/16, due 7/1/16 (Delivery value $1,216,007) | | 1,216,000 |
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State Street Institutional Liquid Reserves Fund, Premier Class | 1,311 | 1,311 |
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TOTAL TEMPORARY CASH INVESTMENTS (Cost $1,217,311) | | 1,217,311 |
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TOTAL INVESTMENT SECURITIES — 99.6% (Cost $92,889,677) | | 182,545,382 |
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OTHER ASSETS AND LIABILITIES — 0.4% | | 646,017 |
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TOTAL NET ASSETS — 100.0% | | $ | 183,191,399 |
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|
| | |
NOTES TO SCHEDULE OF INVESTMENTS |
ADR | - | American Depositary Receipt |
See Notes to Financial Statements.
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|
Statement of Assets and Liabilities |
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| | | |
JUNE 30, 2016 (UNAUDITED) | |
Assets | |
Investment securities, at value (cost of $92,889,677) | $ | 182,545,382 |
|
Foreign currency holdings, at value (cost of $9,557) | 9,163 |
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Receivable for investments sold | 614,559 |
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Receivable for capital shares sold | 715,369 |
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Dividends and interest receivable | 93,641 |
|
| 183,978,114 |
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Liabilities | |
Payable for investments purchased | 450,731 |
|
Payable for capital shares redeemed | 190,004 |
|
Accrued management fees | 116,505 |
|
Distribution fees payable | 29,475 |
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| 786,715 |
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| |
Net Assets | $ | 183,191,399 |
|
| |
Net Assets Consist of: | |
Capital (par value and paid-in surplus) | $ | 91,421,847 |
|
Undistributed net investment income | 167,999 |
|
Undistributed net realized gain | 1,947,558 |
|
Net unrealized appreciation | 89,653,995 |
|
| $ | 183,191,399 |
|
|
| | | | | | |
| Net Assets | Shares Outstanding | Net Asset Value Per Share |
Class I, $0.01 Par Value |
| $40,188,638 |
| 2,768,726 |
| $14.52 |
Class II, $0.01 Par Value |
| $143,002,761 |
| 9,999,720 |
| $14.30 |
See Notes to Financial Statements.
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| | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) | |
Investment Income (Loss) | |
Income: | |
Dividends (net of foreign taxes withheld of $1,303) | $ | 1,061,096 |
|
Interest | 1,450 |
|
| 1,062,546 |
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| |
Expenses: | |
Management fees | 839,881 |
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Distribution fees - Class II | 179,432 |
|
Directors' fees and expenses | 3,058 |
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Other expenses | 134 |
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| 1,022,505 |
|
Fees waived | (136,748 | ) |
| 885,757 |
|
| |
Net investment income (loss) | 176,789 |
|
| |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | |
Investment transactions | 3,381,131 |
|
Foreign currency transactions | 150,819 |
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| 3,531,950 |
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| |
Change in net unrealized appreciation (depreciation) on: | |
Investments | (7,354,359 | ) |
Translation of assets and liabilities in foreign currencies | (21,830 | ) |
| (7,376,189 | ) |
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Net realized and unrealized gain (loss) | (3,844,239 | ) |
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Net Increase (Decrease) in Net Assets Resulting from Operations | $ | (3,667,450 | ) |
See Notes to Financial Statements.
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|
Statement of Changes in Net Assets |
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SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2015 |
Increase (Decrease) in Net Assets | June 30, 2016 | December 31, 2015 |
Operations | | |
Net investment income (loss) | $ | 176,789 |
| $ | 398,650 |
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Net realized gain (loss) | 3,531,950 |
| 7,799,216 |
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Change in net unrealized appreciation (depreciation) | (7,376,189 | ) | 2,877,916 |
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Net increase (decrease) in net assets resulting from operations | (3,667,450 | ) | 11,075,782 |
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Distributions to Shareholders | | |
From net investment income: | | |
Class I | (134,735 | ) | (176,231 | ) |
Class II | (287,644 | ) | (456,362 | ) |
Class III | — |
| (4,977 | ) |
From net realized gains: | | |
Class I | (1,596,937 | ) | (3,795,185 | ) |
Class II | (6,075,359 | ) | (15,069,468 | ) |
Class III | — |
| (107,179 | ) |
Decrease in net assets from distributions | (8,094,675 | ) | (19,609,402 | ) |
| | |
Capital Share Transactions | | |
Net increase (decrease) in net assets from capital share transactions (Note 5) | 2,971,324 |
| 10,288,861 |
|
| | |
Net increase (decrease) in net assets | (8,790,801 | ) | 1,755,241 |
|
| | |
Net Assets | | |
Beginning of period | 191,982,200 |
| 190,226,959 |
|
End of period | $ | 183,191,399 |
| $ | 191,982,200 |
|
| | |
Undistributed net investment income | $ | 167,999 |
| $ | 413,589 |
|
See Notes to Financial Statements.
|
|
Notes to Financial Statements |
JUNE 30, 2016 (UNAUDITED)
1. Organization
American Century Variable Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is organized as a Maryland corporation. VP Ultra Fund (the fund) is one fund in a series issued by the corporation. The fund’s investment objective is to seek long-term capital growth.
The fund offers Class I and Class II. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. Class II is charged a lower unified management fee because it has a separate arrangement for distribution services. On August 7, 2015, there were no outstanding Class III shares and the fund discontinued offering Class III.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the fund in preparation of its financial statements. The fund is an investment company and follows accounting and reporting guidance in accordance with accounting principles generally accepted in the United States of America. This may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. Management evaluated the impact of events or transactions occurring through the date the financial statements were issued that would merit recognition or disclosure.
Investment Valuations — The fund determines the fair value of its investments and computes its net asset value per share at the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. The Board of Directors has adopted valuation policies and procedures to guide the investment advisor in the fund’s investment valuation process and to provide methodologies for the oversight of the fund’s pricing function.
Equity securities that are listed or traded on a domestic securities exchange are valued at the last reported sales price or at the official closing price as provided by the exchange. Equity securities traded on foreign securities exchanges are generally valued at the closing price of such securities on the exchange where primarily traded or at the close of the NYSE, if that is earlier. If no last sales price is reported, or if local convention or regulation so provides, the mean of the latest bid and asked prices may be used. Securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official closing price. Equity securities initially expressed in local currencies are translated into U.S. dollars at the mean of the appropriate currency exchange rate at the close of the NYSE as provided by an independent pricing service.
Open-end management investment companies are valued at the reported net asset value per share. Repurchase agreements are valued at cost, which approximates fair value. Forward foreign currency exchange contracts are valued at the mean of the appropriate forward exchange rate at the close of the NYSE as provided by an independent pricing service.
If the fund determines that the market price for an investment is not readily available or the valuation methods mentioned above do not reflect an investment’s fair value, such investment is valued as determined in good faith by the Board of Directors or its delegate, in accordance with policies and procedures adopted by the Board of Directors. In its determination of fair value, the fund may review several factors including, but not limited to, market information regarding the specific investment or comparable investments and correlation with other investment types, futures indices or general market indicators. Circumstances that may cause the fund to use these procedures to value an investment include, but are not limited to: an investment has been declared in default or is distressed; trading in a security has been suspended during the trading day or a security is not actively trading on its principal exchange; prices received from a regular pricing source are deemed unreliable; or there is a foreign market holiday and no trading occurred.
The fund monitors for significant events occurring after the close of an investment’s primary exchange but before the fund’s net asset value per share is determined. Significant events may include, but are not limited to: corporate announcements and transactions; governmental action and political unrest that could impact a specific investment or an investment sector; or armed conflicts, natural disasters and similar events that could
affect investments in a specific country or region. The fund also monitors for significant fluctuations between domestic and foreign markets, as evidenced by the U.S. market or such other indicators that the Board of Directors, or its delegate, deems appropriate. If significant fluctuations in foreign markets are identified, the fund may apply a model-derived factor to the closing price of equity securities traded on foreign securities exchanges. The factor is based on observable market data as provided by an independent pricing service.
Security Transactions — Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes.
Investment Income — Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or long-term capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund may estimate the components of distributions received that may be considered nontaxable distributions or long-term capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums.
Foreign Currency Translations — All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. The fund may enter into spot foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of investment securities, dividend and interest income, spot foreign currency exchange contracts, and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Net realized and unrealized foreign currency exchange gains or losses related to investment securities are a component of net realized gain (loss) on investment transactions and change in net unrealized appreciation (depreciation) on investments, respectively.
Repurchase Agreements — The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement.
Joint Trading Account — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with certain other funds in the American Century Investments family of funds, may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations.
Income Tax Status — It is the fund’s policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. The fund files U.S. federal, state, local and non-U.S. tax returns as applicable. The fund's tax returns are subject to examination by the relevant taxing authority until expiration of the applicable statute of limitations, which is generally three years from the date of filing but can be longer in certain jurisdictions. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Multiple Class — All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets.
Distributions to Shareholders — Distributions from net investment income and net realized gains, if any, are generally declared and paid annually.
Indemnifications — Under the corporation’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a fund. The risk of material loss from such claims is considered by management to be remote.
3. Fees and Transactions with Related Parties
Certain officers and directors of the corporation are also officers and/or directors of American Century Companies, Inc. (ACC). The corporation’s investment advisor, ACIM, the corporation's distributor, American Century Investment Services, Inc. (ACIS), and the corporation’s transfer agent, American Century Services, LLC, are wholly owned, directly or indirectly, by ACC.
Management Fees — The corporation has entered into a management agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The agreement provides that all expenses of managing and operating the fund, except distribution fees, brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on each class’s daily net assets and paid monthly in arrears. The rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account the fund’s assets as well as certain assets, if any, of other clients of the investment advisor outside the American Century Investments family of funds (such as subadvised funds and separate accounts) that have very similar investment teams and investment strategies (strategy assets). The annual management fee schedule ranges from 0.900% to 1.000% for Class I and from 0.800% to 0.900% for Class II. From January 1, 2016 through July 31, 2016, the investment advisor agreed to waive 0.15% of the fund’s management fee. Effective August 1, 2016, the investment advisor agreed to increase the amount of the waiver from 0.15% to 0.16% of the fund's management fee. The investment advisor expects this waiver to continue until July 31, 2017 and cannot terminate it prior to such date without the approval of the Board of Directors. The total amount of the waiver for each class for the six months ended June 30, 2016 was $29,089 and $107,659 for Class I and Class II, respectively. The effective annual management fee before waiver for each class for the six months ended June 30, 2016 was 1.00% and 0.90% for Class I and Class II, respectively. The effective annual management fee after waiver for each class for the six months ended June 30, 2016 was 0.85% and 0.75% for Class I and Class II, respectively.
Distribution Fees — The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay ACIS an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the six months ended June 30, 2016 are detailed in the Statement of Operations.
Directors' Fees and Expenses — The Board of Directors is responsible for overseeing the investment advisor’s management and operations of the fund. The directors receive detailed information about the fund and its investment advisor regularly throughout the year, and meet at least quarterly with management of the investment advisor to review reports about fund operations. The fund’s officers do not receive compensation from the fund.
Interfund Transactions — The fund may enter into security transactions with other American Century Investments funds and other client accounts of the investment advisor, in accordance with the 1940 Act rules and procedures adopted by the Board of Directors. The rules and procedures require, among other things, that these transactions be effected at the independent current market price of the security. During the period, the interfund purchases and sales were $163,966 and $391,391, respectively.
4. Investment Transactions
Purchases and sales of investment securities, excluding short-term investments, for the six months ended June 30, 2016 were $33,270,915 and $39,583,022, respectively.
5. Capital Share Transactions
Transactions in shares of the fund were as follows:
|
| | | | | | | | | | |
| Six months ended June 30, 2016 | Year ended December 31, 2015 |
| Shares | Amount | Shares | Amount |
Class I/Shares Authorized | 100,000,000 |
| | 100,000,000 |
| |
Sold | 397,007 |
| $ | 5,759,845 |
| 1,069,413 |
| $ | 16,939,681 |
|
Issued in reinvestment of distributions | 119,839 |
| 1,731,672 |
| 258,724 |
| 3,971,416 |
|
Redeemed | (430,501 | ) | (6,238,145 | ) | (1,048,855 | ) | (16,218,729 | ) |
| 86,345 |
| 1,253,372 |
| 279,282 |
| 4,692,368 |
|
Class II/Shares Authorized | 150,000,000 |
| | 150,000,000 |
| |
Sold | 1,070,651 |
| 15,279,986 |
| 2,151,734 |
| 33,465,730 |
|
Issued in reinvestment of distributions | 446,840 |
| 6,363,003 |
| 1,025,484 |
| 15,525,830 |
|
Redeemed | (1,395,063 | ) | (19,925,037 | ) | (2,750,761 | ) | (42,273,059 | ) |
| 122,428 |
| 1,717,952 |
| 426,457 |
| 6,718,501 |
|
Class III/Shares Authorized | 50,000,000 |
| | 50,000,000 |
| |
Sold | | | 3,176 |
| 53,334 |
|
Issued in reinvestment of distributions | | | 7,316 |
| 112,156 |
|
Redeemed | | | (81,420 | ) | (1,287,498 | ) |
| | | (70,928 | ) | (1,122,008 | ) |
Net increase (decrease) | 208,773 |
| $ | 2,971,324 |
| 634,811 |
| $ | 10,288,861 |
|
6. Fair Value Measurements
The fund’s investments valuation process is based on several considerations and may use multiple inputs to determine the fair value of the investments held by the fund. In conformity with accounting principles generally accepted in the United States of America, the inputs used to determine a valuation are classified into three broad levels.
| |
• | Level 1 valuation inputs consist of unadjusted quoted prices in an active market for identical investments. |
| |
• | Level 2 valuation inputs consist of direct or indirect observable market data (including quoted prices for comparable investments, evaluations of subsequent market events, interest rates, prepayment speeds, credit risk, etc.). These inputs also consist of quoted prices for identical investments initially expressed in local currencies that are adjusted through translation into U.S. dollars. |
| |
• | Level 3 valuation inputs consist of unobservable data (including a fund’s own assumptions). |
The level classification is based on the lowest level input that is significant to the fair valuation measurement. The valuation inputs are not necessarily an indication of the risks associated with investing in these securities or other financial instruments. There were no significant transfers between levels during the period.
The following is a summary of the level classifications as of period end. The Schedule of Investments provides additional information on the fund’s portfolio holdings.
|
| | | | | | | | |
| Level 1 | Level 2 | Level 3 |
Assets | | | |
Investment Securities | | | |
Common Stocks | $ | 178,308,055 |
| $ | 2,601,515 |
| — |
|
Exchange-Traded Funds | 418,501 |
| — |
| — |
|
Temporary Cash Investments | 1,311 |
| 1,216,000 |
| — |
|
| $ | 178,727,867 |
| $ | 3,817,515 |
| — |
|
7. Derivative Instruments
Foreign Currency Risk — The fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by a fund may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency. A fund may enter into forward foreign currency exchange contracts to reduce a fund's exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by a fund and the resulting unrealized appreciation or depreciation are determined daily. Realized gain or loss is recorded upon the termination of the contract. Net realized and unrealized gains or losses occurring during the holding period of forward foreign currency exchange contracts are a component of net realized gain (loss) on foreign currency transactions and change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies, respectively. A fund bears the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms. The fund's average U.S. dollar exposure to foreign currency risk derivative instruments held during the period was $1,800,797.
At period end, the fund did not have any derivative instruments disclosed on the Statement of Assets and Liabilities. For the six months ended June 30, 2016, the effect of foreign currency risk derivative instruments on the Statement of Operations was $152,131 in net realized gain (loss) on foreign currency transactions and $(21,899) in change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies.
8. Federal Tax Information
The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
As of June 30, 2016, the components of investments for federal income tax purposes were as follows:
|
| | | |
Federal tax cost of investments | $ | 94,612,793 |
|
Gross tax appreciation of investments | $ | 89,035,358 |
|
Gross tax depreciation of investments | (1,102,769 | ) |
Net tax appreciation (depreciation) of investments | $ | 87,932,589 |
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
|
| | | | | | | | | | | | | | | | | |
For a Share Outstanding Throughout the Years Ended December 31 (except as noted) | |
Per-Share Data | | | | | | Ratios and Supplemental Data | |
| | Income From Investment Operations: | Distributions From: | | | Ratio to Average Net Assets of: | |
| Net Asset Value, Beginning of Period | Net Investment Income (Loss)(1) | Net Realized and Unrealized Gain (Loss) | Total From Investment Operations | Net Investment Income | Net Realized Gains | Total Distributions | Net Asset Value, End of Period | Total Return(2) | Operating Expenses | Operating Expenses (before expense waiver) | Net Investment Income (Loss) | Net Investment Income (Loss) (before expense waiver) | Portfolio Turnover Rate | Net Assets, End of Period (in thousands) |
Class I | | | | | | | | | | | | | | | |
2016(3) | $15.47 | 0.02 | (0.31) | (0.29) | (0.05) | (0.61) | (0.66) | $14.52 | (1.84)% | 0.85%(4) | 1.00%(4) | 0.32%(4) | 0.17%(4) | 18% |
| $40,189 |
|
2015 | $16.13 | 0.05 | 0.95 | 1.00 | (0.07) | (1.59) | (1.66) | $15.47 | 6.27% | 0.85% | 1.01% | 0.32% | 0.16% | 35% |
| $41,490 |
|
2014 | $14.72 | 0.06 | 1.41 | 1.47 | (0.06) | — | (0.06) | $16.13 | 9.99% | 0.88% | 1.00% | 0.36% | 0.24% | 35% |
| $38,754 |
|
2013 | $10.80 | 0.05 | 3.94 | 3.99 | (0.07) | — | (0.07) | $14.72 | 37.07% | 0.91% | 1.01% | 0.42% | 0.32% | 34% |
| $39,393 |
|
2012 | $9.48 | 0.06 | 1.26 | 1.32 | — | — | — | $10.80 | 13.92% | 0.97% | 1.01% | 0.57% | 0.53% | 20% |
| $32,105 |
|
2011 | $9.38 | 0.02 | 0.08 | 0.10 | — | — | — | $9.48 | 1.07% | 1.01% | 1.01% | 0.16% | 0.16% | 13% |
| $30,743 |
|
Class II | | | | | | | | | | | | | | | |
2016(3) | $15.24 | 0.01 | (0.31) | (0.30) | (0.03) | (0.61) | (0.64) | $14.30 | (1.89)% | 1.00%(4) | 1.15%(4) | 0.17%(4) | 0.02%(4) | 18% |
| $143,003 |
|
2015 | $15.91 | 0.03 | 0.94 | 0.97 | (0.05) | (1.59) | (1.64) | $15.24 | 6.05% | 1.00% | 1.16% | 0.17% | 0.01% | 35% |
| $150,493 |
|
2014 | $14.52 | 0.03 | 1.39 | 1.42 | (0.03) | — | (0.03) | $15.91 | 9.83% | 1.03% | 1.15% | 0.21% | 0.09% | 35% |
| $150,331 |
|
2013 | $10.65 | 0.03 | 3.89 | 3.92 | (0.05) | — | (0.05) | $14.52 | 36.92% | 1.06% | 1.16% | 0.27% | 0.17% | 34% |
| $218,460 |
|
2012 | $9.36 | 0.04 | 1.25 | 1.29 | — | — | — | $10.65 | 13.78% | 1.12% | 1.16% | 0.42% | 0.38% | 20% |
| $200,635 |
|
2011 | $9.28 | —(5) | 0.08 | 0.08 | — | — | — | $9.36 | 0.86% | 1.16% | 1.16% | 0.01% | 0.01% | 13% |
| $192,751 |
|
|
|
Notes to Financial Highlights |
| |
(1) | Computed using average shares outstanding throughout the period. |
| |
(2) | Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized. |
| |
(3) | Six months ended June 30, 2016 (unaudited). |
| |
(5) | Per-share amount was less than $0.005. |
See Notes to Financial Statements.
|
|
Approval of Management Agreement |
At a meeting held on June 29, 2016, the Fund’s Board of Directors (the "Board") unanimously approved the renewal of the management agreement pursuant to which American Century Investment Management, Inc. (the “Advisor”) acts as the investment advisor for the Fund. Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated, and approved by a majority of a fund’s directors (the “Directors”), including a majority of the independent Directors, each year.
Prior to its consideration of the renewal of the management agreement, the Directors requested and reviewed extensive data and information compiled by the Advisor and certain independent providers of evaluation data concerning the Fund and the services provided to the Fund by the Advisor. This review was in addition to the oversight and evaluation undertaken by the Board and its committees on a continual basis and the information received was supplemental to the extensive information that the Board and its committees receive and consider throughout the year.
In connection with its consideration of the renewal of the management agreement, the Board’s review and evaluation of the services provided by the Advisor included, but was not limited to, the following:
| |
• | the nature, extent, and quality of investment management, shareholder services, and other services provided and to be provided to the Fund; |
| |
• | the wide range of other programs and services provided and to be provided to the Fund and its shareholders on a routine and non-routine basis; |
| |
• | the investment performance of the Fund, including data comparing the Fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; |
| |
• | the cost of owning the Fund compared to the cost of owning similar funds; |
| |
• | the compliance policies, procedures, and regulatory experience of the Advisor and the Fund's service providers; |
| |
• | financial data showing the cost of services provided to the Fund, the profitability of the Fund to the Advisor, and the overall profitability of the Advisor; |
| |
• | possible economies of scale associated with the Advisor’s management of the Fund and other accounts under its management; |
| |
• | data comparing services provided and charges to the Advisor's other investment management clients; |
| |
• | acquired fund fees and expenses; |
| |
• | payments by the Fund and the Advisor to financial intermediaries and the nature of services provided; and |
| |
• | any collateral benefits derived by the Advisor from the management of the Fund. |
In keeping with their practice, the Directors held two in-person meetings and one telephonic meeting to review and discuss the information provided. The independent Directors also had the benefit of the advice of their independent counsel throughout the process.
Factors Considered
The Directors considered all of the information provided by the Advisor, the independent data providers, and independent counsel in connection with the approval. They determined that the information was sufficient for them to evaluate the management agreement for the Fund. In connection with their review, the Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors.
In deciding to renew the management agreement, the Board based its decision on a number of factors, including the following:
Nature, Extent and Quality of Services - Generally. Under the management agreement, the Advisor is responsible for providing or arranging for all services necessary for the operation of the Fund. The Board noted that under the management agreement, the Advisor provides or arranges at its own expense a wide variety of services including:
| |
• | constructing and designing the Fund |
| |
• | portfolio research and security selection |
| |
• | initial capitalization/funding |
| |
• | daily valuation of the Fund’s portfolio |
| |
• | shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping, and communications |
| |
• | legal services (except the independent Directors’ counsel) |
| |
• | regulatory and portfolio compliance |
| |
• | marketing and distribution (except amounts paid by the Fund under Rule 12b-1 plans) |
The Board noted that many of these services have expanded over time in terms of both quantity and complexity in response to shareholder demands, competition in the industry, changing distribution channels, and the changing regulatory environment. The Board noted specifically the resources the Advisor has committed to enhancing cybersecurity protections for the benefit of shareholders.
Investment Management Services. The nature of the investment management services provided to the Fund is quite complex and allows Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes by investing in or exchanging among various American Century Investments funds, and liquidity. In evaluating investment performance, the Board expects the Advisor to manage the Fund in accordance with its investment objectives and approved strategies. Further, the Directors recognize that the Advisor has an obligation to monitor trading activities, and in particular to seek the best execution of fund trades, and to evaluate the use of and payment for research. In providing these services, the Advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance, and other systems to conduct their business. The Board, directly and through its Fund Performance Review Committee, provides oversight of the investment performance process. It regularly reviews investment performance information for the Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. The Directors also review detailed performance information provided by the Advisor during the management agreement approval process. If performance concerns are identified, the Fund receives special reviews until performance improves, during which the Board receives a report from the Advisor regarding the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The Fund’s performance was above its benchmark for the one-, three-, and five-year periods and slightly below its benchmark for the ten-year period reviewed by the Board. The Board found the investment management services provided by the Advisor to the Fund to be satisfactory and consistent with the management agreement.
Shareholder and Other Services. Under the management agreement, the Advisor provides the Fund with a comprehensive package of transfer agency, shareholder, and other services. The Board, directly and through various committees of the Board, regularly reviews reports and
evaluations of such services at its regular meetings. These reports include, but are not limited to, information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to Fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. The Board particularly noted the Advisor’s continual efforts to maintain effective business continuity plans and to address cybersecurity threats. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisor. The Board found the services provided by the Advisor to the Fund under the management agreement to be competitive and of high quality.
Costs of Services and Profitability. The Advisor provides detailed information concerning its cost of providing various services to the Fund, its profitability in managing the Fund (pre- and post-distribution), its overall profitability, and its financial condition. The Directors have reviewed with the Advisor the methodology used to prepare this financial information. This information is considered in evaluating the Advisor’s financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The Board concluded that the Advisor’s profits were reasonable in light of the services provided to the Fund.
Ethics. The Board generally considers the Advisor’s commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the Advisor’s practices generally meet or exceed industry best practices.
Economies of Scale. The Board also reviewed information provided by the Advisor regarding the possible existence of economies of scale in connection with the management of the Fund. The Board concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Board concluded that the Advisor is appropriately sharing economies of scale through its competitive fee structure, offering competitive fees from fund inception, and through reinvestment in its business to provide shareholders additional content and services. The Board also noted that economies of scale are shared with the Fund and its shareholders through management fee breakpoints that serve to reduce the effective management fee as the assets of the Fund grow.
Comparison to Other Funds’ Fees. The management agreement provides that the Fund pays the Advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than brokerage expenses, expenses attributable to short sales, taxes, interest, extraordinary expenses, and the fees and expenses of the Fund’s independent Directors (including their independent legal counsel) 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 1940 Act. Under the unified fee structure, the Advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges, and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Board believes the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisor the risk of increased costs of operating the Fund and provides a direct incentive to minimize administrative inefficiencies. Part of the Board’s analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider comparing the Fund’s unified fee to the total expense ratios of its peers. The unified fee charged to shareholders of the Fund was above the median of the total expense ratios of the Fund’s peer expense universe and was within the range of its peer expense group. The Board and the Advisor agreed to a temporary reduction of
the Fund's annual unified management fee of 0.16% (e.g., the Class I unified fee will be reduced from 1.00% to 0.84%), beginning August 1, 2016. The Board concluded that the management fee paid by the Fund to the Advisor under the management agreement is reasonable in light of the services provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisor. The Directors also requested and received information from the Advisor concerning the nature of the services, fees, costs, and profitability of its advisory services to advisory clients other than the Fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the Fund. The Board analyzed this information and concluded that the fees charged and services provided to the Fund were reasonable by comparison.
Payments to Intermediaries. The Directors also requested and received a description of payments made to intermediaries by the Fund and the Advisor. These payments include various payments made by the Fund or the Advisor to different types of intermediaries and recordkeepers for distribution and service activities provided for the Fund. The Board received confirmation from the Advisor that all such payments by the Fund intended for distribution were made pursuant to the Fund's 12b-1 Plan. The Board reviewed such information and found the payments to be reasonable in scope and purpose.
Collateral or “Fall-Out” Benefits Derived by the Advisor. The Board considered the existence of collateral benefits the Advisor may receive as a result of its relationship with the Fund. They concluded that the Advisor’s primary business is managing mutual funds and it generally does not use fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Board noted that additional assets from other clients may offer the Advisor some benefit from increased leverage with service providers and counterparties. Additionally, the Advisor receives proprietary research from broker-dealers that execute fund portfolio transactions, which the Board concluded is likely to benefit other clients of the Advisor, as well as Fund shareholders. The Board also determined that the Advisor is able to provide investment management services to certain clients other than the Fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Board concluded that appropriate allocation methodologies had been employed to assign resources and the cost of those resources to these other clients and, where expressly provided, these other client assets may be included with the assets of the Fund to determine breakpoints in the management fee schedule.
Existing Relationship. The Board also considered whether there was any reason for not continuing the existing arrangement with the Advisor. In this regard, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties, and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Advisor’s industry standing and reputation and in the expectation that the Advisor will have a continuing role in providing advisory services to the Fund.
Conclusion of the Directors. As a result of this process, the Board, including all of the independent Directors, taking into account all of the factors discussed above and the information provided by the Advisor and others in connection with its review and throughout the year, determined that the management fee is fair and reasonable in light of the services provided and that the investment management agreement between the Fund and the Advisor should be renewed.
Proxy Voting Policies
A description of the policies that the fund's investment advisor uses in exercising the voting rights associated with the securities purchased and/or held by the fund is available without charge, upon request, by calling 1-800-378-9878. It is also available on the "About Us" page of American Century Investments’ website at americancentury.com and on the Securities and Exchange Commission’s website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov.
Quarterly Portfolio Disclosure
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878.
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Contact Us | americancentury.com | |
Automated Information Line | 1-800-345-8765 | |
Investment Professional Service Representatives | 1-800-345-6488 | |
Telecommunications Relay Service for the Deaf | 711 | |
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American Century Variable Portfolios, Inc. | |
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Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri | |
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This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. | |
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©2016 American Century Proprietary Holdings, Inc. All rights reserved. CL-SAN-89944 1608 | |
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| Semiannual Report |
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| June 30, 2016 |
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| VP Value Fund |
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Fund Characteristics | |
Shareholder Fee Example | |
Schedule of Investments | |
Statement of Assets and Liabilities | |
Statement of Operations | |
Statement of Changes in Net Assets | |
Notes to Financial Statements | |
Financial Highlights | |
Approval of Management Agreement | |
Additional Information | |
Any opinions expressed in this report reflect those of the author as of the date of the report, and do not necessarily represent the opinions of American Century Investments® or any other person in the American Century Investments organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century Investments disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century Investments funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century Investments fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century Investments by third party vendors. To the best of American Century Investments’ knowledge, such information is accurate at the time of printing.
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JUNE 30, 2016 |
Top Ten Holdings | % of net assets |
General Electric Co. | 3.4% |
Pfizer, Inc. | 2.8% |
Procter & Gamble Co. (The) | 2.7% |
JPMorgan Chase & Co. | 2.6% |
Johnson & Johnson | 2.4% |
Chevron Corp. | 2.4% |
Exxon Mobil Corp. | 2.4% |
Wells Fargo & Co. | 2.1% |
Merck & Co., Inc. | 2.1% |
TOTAL SA | 2.0% |
| |
Top Five Industries | % of net assets |
Oil, Gas and Consumable Fuels | 15.7% |
Banks | 12.4% |
Pharmaceuticals | 8.6% |
Health Care Equipment and Supplies | 4.7% |
Capital Markets | 3.9% |
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Types of Investments in Portfolio | % of net assets |
Common Stocks | 97.6% |
Temporary Cash Investments | 2.6% |
Other Assets and Liabilities | (0.2)% |
Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from January 1, 2016 to June 30, 2016.
Actual Expenses
The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund’s share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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| Beginning Account Value 1/1/16 | Ending Account Value 6/30/16 | Expenses Paid During Period(1) 1/1/16 - 6/30/16 | Annualized Expense Ratio(1) |
Actual | | | | |
Class I (after waiver) | $1,000 | $1,080.40 | $4.14 | 0.80% |
Class I (before waiver) | $1,000 | $1,080.40(2) | $5.07 | 0.98% |
Class II (after waiver) | $1,000 | $1,079.50 | $4.91 | 0.95% |
Class II (before waiver) | $1,000 | $1,079.50(2) | $5.84 | 1.13% |
Hypothetical | | | | |
Class I (after waiver) | $1,000 | $1,020.89 | $4.02 | 0.80% |
Class I (before waiver) | $1,000 | $1,019.99 | $4.92 | 0.98% |
Class II (after waiver) | $1,000 | $1,020.14 | $4.77 | 0.95% |
Class II (before waiver) | $1,000 | $1,019.24 | $5.67 | 1.13% |
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(1) | Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 182, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. |
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(2) | Ending account value assumes the return earned after waiver and would have been lower if a portion of the fees had not been waived. |
JUNE 30, 2016 (UNAUDITED)
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| | | | |
| Shares | Value |
COMMON STOCKS — 97.6% | | |
Aerospace and Defense — 0.9% | | |
Textron, Inc. | 96,831 | $ | 3,540,141 |
|
United Technologies Corp. | 39,710 | 4,072,261 |
|
| | 7,612,402 |
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Automobiles — 1.2% | | |
General Motors Co. | 259,654 | 7,348,208 |
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Honda Motor Co. Ltd. | 132,600 | 3,348,000 |
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| | 10,696,208 |
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Banks — 12.4% | | |
Bank of America Corp. | 1,085,490 | 14,404,452 |
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BB&T Corp. | 196,730 | 7,005,555 |
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BOK Financial Corp. | 35,920 | 2,252,184 |
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Comerica, Inc. | 84,177 | 3,462,200 |
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Commerce Bancshares, Inc. | 89,673 | 4,295,337 |
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Cullen/Frost Bankers, Inc. | 34,880 | 2,222,903 |
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JPMorgan Chase & Co. | 363,149 | 22,566,079 |
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M&T Bank Corp. | 34,914 | 4,127,882 |
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PNC Financial Services Group, Inc. (The) | 120,862 | 9,836,958 |
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UMB Financial Corp. | 61,150 | 3,253,792 |
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US Bancorp | 350,722 | 14,144,618 |
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Wells Fargo & Co. | 388,642 | 18,394,426 |
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| | 105,966,386 |
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Beverages — 0.2% | | |
PepsiCo, Inc. | 15,591 | 1,651,710 |
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Biotechnology — 0.4% | | |
AbbVie, Inc. | 59,620 | 3,691,074 |
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Capital Markets — 3.9% | | |
Charles Schwab Corp. (The) | 82,740 | 2,094,149 |
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Franklin Resources, Inc. | 151,095 | 5,042,040 |
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Goldman Sachs Group, Inc. (The) | 46,216 | 6,866,773 |
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Northern Trust Corp. | 157,337 | 10,425,150 |
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State Street Corp. | 160,540 | 8,656,317 |
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| | 33,084,429 |
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Commercial Services and Supplies — 1.7% | | |
Republic Services, Inc. | 123,890 | 6,356,796 |
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Tyco International plc | 183,147 | 7,802,062 |
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| | 14,158,858 |
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Communications Equipment — 1.9% | | |
Cisco Systems, Inc. | 572,563 | 16,426,832 |
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Containers and Packaging — 0.3% | | |
Sonoco Products Co. | 50,001 | 2,483,050 |
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Diversified Financial Services — 1.8% | | |
Berkshire Hathaway, Inc., Class A(1) | 50 | 10,848,750 |
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Berkshire Hathaway, Inc., Class B(1) | 34,364 | 4,975,564 |
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| | 15,824,314 |
|
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| | | | |
| Shares | Value |
Diversified Telecommunication Services — 2.2% | | |
AT&T, Inc. | 339,384 | $ | 14,664,783 |
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CenturyLink, Inc. | 154,698 | 4,487,789 |
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| | 19,152,572 |
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Electric Utilities — 1.7% | | |
Edison International | 107,968 | 8,385,875 |
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PG&E Corp. | 91,659 | 5,858,843 |
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| | 14,244,718 |
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Electrical Equipment — 1.3% | | |
Eaton Corp. plc | 19,654 | 1,173,933 |
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Emerson Electric Co. | 162,020 | 8,450,963 |
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Hubbell, Inc. | 16,340 | 1,723,380 |
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| | 11,348,276 |
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Electronic Equipment, Instruments and Components — 1.6% | | |
Keysight Technologies, Inc.(1) | 221,758 | 6,450,940 |
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TE Connectivity Ltd. | 132,940 | 7,592,204 |
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| | 14,043,144 |
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Energy Equipment and Services — 3.2% | | |
FMC Technologies, Inc.(1) | 223,470 | 5,959,945 |
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Halliburton Co. | 157,236 | 7,121,218 |
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Helmerich & Payne, Inc. | 53,371 | 3,582,795 |
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Schlumberger Ltd. | 133,760 | 10,577,741 |
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| | 27,241,699 |
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Food and Staples Retailing — 1.9% | | |
Sysco Corp. | 110,546 | 5,609,104 |
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Wal-Mart Stores, Inc. | 144,508 | 10,551,974 |
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| | 16,161,078 |
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Food Products — 2.6% | | |
ConAgra Foods, Inc. | 103,983 | 4,971,427 |
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Flowers Foods, Inc. | 174,742 | 3,276,413 |
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Kellogg Co. | 51,197 | 4,180,235 |
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Mondelez International, Inc., Class A | 220,616 | 10,040,234 |
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| | 22,468,309 |
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Health Care Equipment and Supplies — 4.7% | | |
Abbott Laboratories | 180,300 | 7,087,593 |
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Boston Scientific Corp.(1) | 131,566 | 3,074,698 |
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Medtronic plc | 139,417 | 12,097,213 |
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St. Jude Medical, Inc. | 32,220 | 2,513,160 |
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STERIS plc | 50,792 | 3,491,950 |
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Zimmer Biomet Holdings, Inc. | 102,624 | 12,353,877 |
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| | 40,618,491 |
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Health Care Providers and Services — 1.6% | | |
Cigna Corp. | 26,300 | 3,366,137 |
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Express Scripts Holding Co.(1) | 56,467 | 4,280,199 |
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LifePoint Health, Inc.(1) | 91,365 | 5,972,530 |
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| | 13,618,866 |
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Hotels, Restaurants and Leisure — 0.4% | | |
Carnival Corp. | 76,654 | 3,388,107 |
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Household Products — 2.7% | | |
Procter & Gamble Co. (The) | 275,536 | 23,329,633 |
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| | | | |
| Shares | Value |
Industrial Conglomerates — 3.8% | | |
General Electric Co. | 918,924 | $ | 28,927,727 |
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Koninklijke Philips NV | 132,745 | 3,312,179 |
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| | 32,239,906 |
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Insurance — 3.6% | | |
Aflac, Inc. | 60,475 | 4,363,876 |
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Chubb Ltd. | 65,239 | 8,527,390 |
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MetLife, Inc. | 195,749 | 7,796,683 |
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Reinsurance Group of America, Inc. | 62,492 | 6,061,099 |
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Unum Group | 123,260 | 3,918,435 |
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| | 30,667,483 |
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Leisure Products — 0.6% | | |
Mattel, Inc. | 70,879 | 2,217,804 |
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Polaris Industries, Inc. | 35,630 | 2,913,109 |
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| | 5,130,913 |
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Machinery — 0.2% | | |
Oshkosh Corp. | 42,481 | 2,026,768 |
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Media — 0.3% | | |
Discovery Communications, Inc., Class A(1) | 92,705 | 2,338,947 |
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Metals and Mining — 0.4% | | |
BHP Billiton Ltd. | 216,030 | 3,076,892 |
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Multi-Utilities — 0.5% | | |
Ameren Corp. | 78,150 | 4,187,277 |
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Multiline Retail — 0.7% | | |
Target Corp. | 82,667 | 5,771,810 |
|
Oil, Gas and Consumable Fuels — 15.7% | | |
Anadarko Petroleum Corp. | 184,300 | 9,813,975 |
|
Apache Corp. | 63,168 | 3,516,563 |
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Chevron Corp. | 199,020 | 20,863,267 |
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Cimarex Energy Co. | 49,854 | 5,948,579 |
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ConocoPhillips | 146,390 | 6,382,604 |
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Devon Energy Corp. | 235,254 | 8,527,958 |
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EOG Resources, Inc. | 81,132 | 6,768,031 |
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EQT Corp. | 103,829 | 8,039,479 |
|
Exxon Mobil Corp. | 221,498 | 20,763,223 |
|
Imperial Oil Ltd. | 122,589 | 3,878,972 |
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Noble Energy, Inc. | 266,925 | 9,574,600 |
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Occidental Petroleum Corp. | 178,638 | 13,497,887 |
|
TOTAL SA | 353,971 | 17,069,076 |
|
| | 134,644,214 |
|
Pharmaceuticals — 8.6% | | |
Allergan plc(1) | 28,110 | 6,495,940 |
|
Johnson & Johnson | 172,391 | 20,911,028 |
|
Merck & Co., Inc. | 314,122 | 18,096,569 |
|
Pfizer, Inc. | 685,889 | 24,150,152 |
|
Teva Pharmaceutical Industries Ltd. ADR | 80,080 | 4,022,418 |
|
| | 73,676,107 |
|
Real Estate Investment Trusts (REITs) — 1.3% | | |
Annaly Capital Management, Inc. | 250,984 | 2,778,393 |
|
Corrections Corp. of America | 150,985 | 5,287,495 |
|
|
| | | | |
| Shares | Value |
Weyerhaeuser Co. | 110,790 | $ | 3,298,218 |
|
| | 11,364,106 |
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Road and Rail — 2.1% | | |
CSX Corp. | 146,655 | 3,824,762 |
|
Heartland Express, Inc. | 405,328 | 7,048,654 |
|
Norfolk Southern Corp. | 40,970 | 3,487,776 |
|
Werner Enterprises, Inc. | 155,700 | 3,576,429 |
|
| | 17,937,621 |
|
Semiconductors and Semiconductor Equipment — 3.5% | | |
Applied Materials, Inc. | 209,294 | 5,016,777 |
|
Intel Corp. | 486,757 | 15,965,630 |
|
QUALCOMM, Inc. | 120,370 | 6,448,221 |
|
Teradyne, Inc. | 146,408 | 2,882,773 |
|
| | 30,313,401 |
|
Software — 2.4% | | |
Microsoft Corp. | 184,921 | 9,462,407 |
|
Oracle Corp. | 265,303 | 10,858,852 |
|
| | 20,321,259 |
|
Specialty Retail — 2.2% | | |
Advance Auto Parts, Inc. | 50,025 | 8,085,541 |
|
CST Brands, Inc. | 187,881 | 8,093,913 |
|
Lowe's Cos., Inc. | 31,498 | 2,493,697 |
|
| | 18,673,151 |
|
Technology Hardware, Storage and Peripherals — 2.2% | | |
Apple, Inc. | 36,718 | 3,510,241 |
|
EMC Corp. | 414,528 | 11,262,726 |
|
Hewlett Packard Enterprise Co. | 128,657 | 2,350,563 |
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HP, Inc. | 128,657 | 1,614,645 |
|
| | 18,738,175 |
|
Textiles, Apparel and Luxury Goods — 0.9% | | |
Coach, Inc. | 99,580 | 4,056,889 |
|
Ralph Lauren Corp. | 36,400 | 3,262,168 |
|
| | 7,319,057 |
|
TOTAL COMMON STOCKS (Cost $751,654,694) | | 835,637,243 |
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TEMPORARY CASH INVESTMENTS — 2.6% | | |
Repurchase Agreement, Fixed Income Clearing Corp., (collateralized by various U.S. Treasury obligations, 3.625%, 8/15/43, valued at $22,334,000), at 0.20%, dated 6/30/16, due 7/1/16 (Delivery value $21,893,122) | | 21,893,000 |
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State Street Institutional Liquid Reserves Fund, Premier Class | 14,540 | 14,540 |
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TOTAL TEMPORARY CASH INVESTMENTS (Cost $21,907,540) | | 21,907,540 |
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TOTAL INVESTMENT SECURITIES — 100.2% (Cost $773,562,234) | | 857,544,783 |
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OTHER ASSETS AND LIABILITIES — (0.2)% | | (1,724,810) |
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TOTAL NET ASSETS — 100.0% | | $ | 855,819,973 |
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FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS |
Currency Purchased | Currency Sold | Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) |
USD | 2,080,920 | AUD | 2,841,875 | Credit Suisse AG | 9/30/16 | $ | (31,931 | ) |
USD | 64,517 | AUD | 87,492 | Credit Suisse AG | 9/30/16 | (531 | ) |
USD | 2,778,892 | CAD | 3,634,457 | Morgan Stanley | 9/30/16 | (34,718 | ) |
USD | 14,525,317 | EUR | 13,143,002 | UBS AG | 9/30/16 | (106,813 | ) |
USD | 683,296 | EUR | 615,241 | UBS AG | 9/30/16 | (1,653 | ) |
USD | 2,473,325 | JPY | 252,155,475 | Credit Suisse AG | 9/30/16 | 24,072 |
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| | | | | | $ | (151,574 | ) |
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NOTES TO SCHEDULE OF INVESTMENTS |
ADR | - | American Depositary Receipt |
AUD | - | Australian Dollar |
CAD | - | Canadian Dollar |
EUR | - | Euro |
JPY | - | Japanese Yen |
USD | - | United States Dollar |
See Notes to Financial Statements.
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|
Statement of Assets and Liabilities |
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JUNE 30, 2016 (UNAUDITED) | |
Assets |
Investment securities, at value (cost of $773,562,234) | $ | 857,544,783 |
|
Receivable for investments sold | 4,227,879 |
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Receivable for capital shares sold | 211,528 |
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Unrealized appreciation on forward foreign currency exchange contracts | 24,072 |
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Dividends and interest receivable | 1,496,006 |
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| 863,504,268 |
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| |
Liabilities | |
Foreign currency overdraft payable, at value (cost of $60,793) | 75,302 |
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Payable for investments purchased | 3,995,425 |
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Payable for capital shares redeemed | 2,834,584 |
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Unrealized depreciation on forward foreign currency exchange contracts | 175,646 |
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Accrued management fees | 514,979 |
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Distribution fees payable | 88,359 |
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| 7,684,295 |
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Net Assets | $ | 855,819,973 |
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| |
Net Assets Consist of: | |
Capital (par value and paid-in surplus) | $ | 876,322,517 |
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Distributions in excess of net investment income | (194,507 | ) |
Accumulated net realized loss | (104,123,681 | ) |
Net unrealized appreciation | 83,815,644 |
|
| $ | 855,819,973 |
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| | | | | | |
| Net Assets | Shares Outstanding | Net Asset Value Per Share |
Class I, $0.01 Par Value |
| $422,156,660 |
| 44,574,010 |
| $9.47 |
Class II, $0.01 Par Value |
| $433,663,313 |
| 45,741,780 |
| $9.48 |
See Notes to Financial Statements.
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| | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) |
Investment Income (Loss) |
Income: | |
Dividends (net of foreign taxes withheld of $84,989) | $ | 10,584,927 |
|
Interest | 12,520 |
|
| 10,597,447 |
|
| |
Expenses: | |
Management fees | 3,693,236 |
|
Distribution fees - Class II | 505,852 |
|
Directors' fees and expenses | 13,248 |
|
Other expenses | 4,501 |
|
| 4,216,837 |
|
Fees waived | (721,536 | ) |
| 3,495,301 |
|
| |
Net investment income (loss) | 7,102,146 |
|
| |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | |
Investment transactions | 24,262,848 |
|
Foreign currency transactions | (591,992 | ) |
| 23,670,856 |
|
| |
Change in net unrealized appreciation (depreciation) on: | |
Investments | 31,709,390 |
|
Translation of assets and liabilities in foreign currencies | (193,560 | ) |
| 31,515,830 |
|
| |
Net realized and unrealized gain (loss) | 55,186,686 |
|
| |
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 62,288,832 |
|
See Notes to Financial Statements.
|
|
Statement of Changes in Net Assets |
|
| | | | | | |
SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2015 |
Increase (Decrease) in Net Assets | June 30, 2016 | December 31, 2015 |
Operations | | |
Net investment income (loss) | $ | 7,102,146 |
| $ | 16,546,415 |
|
Net realized gain (loss) | 23,670,856 |
| 118,460,449 |
|
Change in net unrealized appreciation (depreciation) | 31,515,830 |
| (170,208,397 | ) |
Net increase (decrease) in net assets resulting from operations | 62,288,832 |
| (35,201,533 | ) |
| | |
Distributions to Shareholders | | |
From net investment income: | | |
Class I | (3,900,843 | ) | (9,220,306 | ) |
Class II | (3,676,341 | ) | (8,671,895 | ) |
Class III | — |
| (159,675 | ) |
Decrease in net assets from distributions | (7,577,184 | ) | (18,051,876 | ) |
| | |
Capital Share Transactions | | |
Net increase (decrease) in net assets from capital share transactions (Note 5) | (17,209,686 | ) | (48,837,226 | ) |
| | |
Redemption Fees | | |
Increase in net assets from redemption fees | — |
| 10,008 |
|
| | |
Net increase (decrease) in net assets | 37,501,962 |
| (102,080,627 | ) |
| | |
Net Assets | | |
Beginning of period | 818,318,011 |
| 920,398,638 |
|
End of period | $ | 855,819,973 |
| $ | 818,318,011 |
|
| | |
Undistributed (distributions in excess of) net investment income | $ | (194,507 | ) | $ | 280,531 |
|
See Notes to Financial Statements.
|
|
Notes to Financial Statements |
JUNE 30, 2016 (UNAUDITED)
1. Organization
American Century Variable Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is organized as a Maryland corporation. VP Value Fund (the fund) is one fund in a series issued by the corporation. The fund's investment objective is to seek long-term capital growth. Income is a secondary objective.
The fund offers Class I and Class II. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. Class II is charged a lower unified management fee because it has a separate arrangement for distribution services. On August 7, 2015, there were no outstanding Class III shares and the fund discontinued offering Class III.
2. Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the fund in preparation of its financial statements. The fund is an investment company and follows accounting and reporting guidance in accordance with accounting principles generally accepted in the United States of America. This may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. Management evaluated the impact of events or transactions occurring through the date the financial statements were issued that would merit recognition or disclosure.
Investment Valuations — The fund determines the fair value of its investments and computes its net asset value per share at the close of regular trading (usually 4 p.m. Eastern time) on the New York Stock Exchange (NYSE) on each day the NYSE is open. The Board of Directors has adopted valuation policies and procedures to guide the investment advisor in the fund’s investment valuation process and to provide methodologies for the oversight of the fund’s pricing function.
Equity securities that are listed or traded on a domestic securities exchange are valued at the last reported sales price or at the official closing price as provided by the exchange. Equity securities traded on foreign securities exchanges are generally valued at the closing price of such securities on the exchange where primarily traded or at the close of the NYSE, if that is earlier. If no last sales price is reported, or if local convention or regulation so provides, the mean of the latest bid and asked prices may be used. Securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official closing price. Equity securities initially expressed in local currencies are translated into U.S. dollars at the mean of the appropriate currency exchange rate at the close of the NYSE as provided by an independent pricing service.
Open-end management investment companies are valued at the reported net asset value per share. Repurchase agreements are valued at cost, which approximates fair value. Forward foreign currency exchange contracts are valued at the mean of the appropriate forward exchange rate at the close of the NYSE as provided by an independent pricing service.
If the fund determines that the market price for an investment is not readily available or the valuation methods mentioned above do not reflect an investment’s fair value, such investment is valued as determined in good faith by the Board of Directors or its delegate, in accordance with policies and procedures adopted by the Board of Directors. In its determination of fair value, the fund may review several factors including, but not limited to, market information regarding the specific investment or comparable investments and correlation with other investment types, futures indices or general market indicators. Circumstances that may cause the fund to use these procedures to value an investment include, but are not limited to: an investment has been declared in default or is distressed; trading in a security has been suspended during the trading day or a security is not actively trading on its principal exchange; prices received from a regular pricing source are deemed unreliable; or there is a foreign market holiday and no trading occurred.
The fund monitors for significant events occurring after the close of an investment’s primary exchange but before the fund’s net asset value per share is determined. Significant events may include, but are not limited to: corporate announcements and transactions; governmental action and political unrest that could impact a specific investment or an investment sector; or armed conflicts, natural disasters and similar events that could
affect investments in a specific country or region. The fund also monitors for significant fluctuations between domestic and foreign markets, as evidenced by the U.S. market or such other indicators that the Board of Directors, or its delegate, deems appropriate. If significant fluctuations in foreign markets are identified, the fund may apply a model-derived factor to the closing price of equity securities traded on foreign securities exchanges. The factor is based on observable market data as provided by an independent pricing service.
Security Transactions — Security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes.
Investment Income — Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or long-term capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund may estimate the components of distributions received that may be considered nontaxable distributions or long-term capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums.
Foreign Currency Translations — All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. The fund may enter into spot foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of investment securities, dividend and interest income, spot foreign currency exchange contracts, and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Net realized and unrealized foreign currency exchange gains or losses related to investment securities are a component of net realized gain (loss) on investment transactions and change in net unrealized appreciation (depreciation) on investments, respectively.
Repurchase Agreements — The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement.
Joint Trading Account — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with certain other funds in the American Century Investments family of funds, may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations.
Income Tax Status — It is the fund’s policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. The fund files U.S. federal, state, local and non-U.S. tax returns as applicable. The fund's tax returns are subject to examination by the relevant taxing authority until expiration of the applicable statute of limitations, which is generally three years from the date of filing but can be longer in certain jurisdictions. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Multiple Class — All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets.
Distributions to Shareholders — Distributions from net investment income, if any, are generally declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually.
Redemption Fees — Prior to August 7, 2015, the fund may have imposed a 1.00% redemption fee on shares held less than 60 days. The fee was not applicable to all classes. The redemption fee was retained by the fund to help cover transaction costs that long-term investors may bear when the fund sells securities to meet investor redemptions.
Indemnifications — Under the corporation’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against a fund. The risk of material loss from such claims is considered by management to be remote.
3. Fees and Transactions with Related Parties
Certain officers and directors of the corporation are also officers and/or directors of American Century Companies, Inc. (ACC). The corporation’s investment advisor, ACIM, the corporation's distributor, American Century Investment Services, Inc. (ACIS), and the corporation’s transfer agent, American Century Services, LLC, are wholly owned, directly or indirectly, by ACC.
Management Fees — The corporation has entered into a management agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The agreement provides that all expenses of managing and operating the fund, except distribution fees, brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on each class’s daily net assets and paid monthly in arrears. The rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account the fund’s assets as well as certain assets, if any, of other clients of the investment advisor outside the American Century Investments family of funds (such as subadvised funds and separate accounts) that have very similar investment teams and investment strategies (strategy assets). The annual management fee schedule ranges from 0.90% to 1.00% for Class I and from 0.80% to 0.90% for Class II. From January 1, 2016 through July 31, 2016, the investment advisor agreed to waive 0.18% of the fund's management fee. Effective August 1, 2016, the investment advisor agreed to decrease the amount of the waiver from 0.18% to 0.15% of the fund’s management fee. The investment advisor expects this waiver to continue until July 31, 2017 and cannot terminate it prior to such date without the approval of the Board of Directors. The total amount of the waiver for each class for the six months ended June 30, 2016 was $357,322 and $364,214 for Class I and Class II, respectively. The effective annual management fee before waiver for each class for the six months ended June 30, 2016 was 0.97% and 0.87% for Class I and Class II, respectively. The effective annual management fee after waiver for each class for the six months ended June 30, 2016 was 0.79% and 0.69% for Class I and Class II, respectively.
Distribution Fees — The Board of Directors has adopted the Master Distribution Plan (the plan) for Class II, pursuant to Rule 12b-1 of the 1940 Act. The plan provides that Class II will pay ACIS an annual distribution fee equal to 0.25%. The fee is computed and accrued daily based on the Class II daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of Class II including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the fund. Fees incurred under the plan during the six months ended June 30, 2016 are detailed in the Statement of Operations.
Directors' Fees and Expenses — The Board of Directors is responsible for overseeing the investment advisor’s management and operations of the fund. The directors receive detailed information about the fund and its investment advisor regularly throughout the year, and meet at least quarterly with management of the investment advisor to review reports about fund operations. The fund’s officers do not receive compensation from the fund.
Interfund Transactions — The fund may enter into security transactions with other American Century Investments funds and other client accounts of the investment advisor, in accordance with the 1940 Act rules and procedures adopted by the Board of Directors. The rules and procedures require, among other things, that these transactions be effected at the independent current market price of the security. During the period, the interfund purchases and sales were $951,527 and $4,945,920, respectively.
4. Investment Transactions
Purchases and sales of investment securities, excluding short-term investments, for the six months ended June 30, 2016 were $199,337,694 and $212,321,039, respectively.
5. Capital Share Transactions
Transactions in shares of the fund were as follows:
|
| | | | | | | | | | |
| Six months ended June 30, 2016 | Year ended December 31, 2015 |
| Shares | Amount | Shares | Amount |
Class I/Shares Authorized | 650,000,000 |
| | 650,000,000 |
| |
Sold | 3,182,429 |
| $ | 28,809,087 |
| 8,988,954 |
| $ | 82,756,006 |
|
Issued in reinvestment of distributions | 417,992 |
| 3,798,962 |
| 1,000,492 |
| 9,032,325 |
|
Redeemed | (5,075,513 | ) | (44,713,397 | ) | (12,109,013 | ) | (111,684,861 | ) |
| (1,475,092 | ) | (12,105,348 | ) | (2,119,567 | ) | (19,896,530 | ) |
Class II/Shares Authorized | 350,000,000 |
| | 350,000,000 |
| |
Sold | 2,610,098 |
| 23,610,391 |
| 5,009,077 |
| 46,360,967 |
|
Issued in reinvestment of distributions | 404,086 |
| 3,676,341 |
| 959,450 |
| 8,671,895 |
|
Redeemed | (3,670,419 | ) | (32,391,070 | ) | (7,316,278 | ) | (67,257,892 | ) |
| (656,235 | ) | (5,104,338 | ) | (1,347,751 | ) | (12,225,030 | ) |
Class III/Shares Authorized | 50,000,000 |
| | 50,000,000 |
| |
Sold | | | 187,559 |
| 1,740,327 |
|
Issued in reinvestment of distributions | | | 16,965 |
| 159,675 |
|
Redeemed | | | (2,019,139 | ) | (18,615,668 | ) |
| | | (1,814,615 | ) | (16,715,666 | ) |
Net increase (decrease) | (2,131,327 | ) | $ | (17,209,686 | ) | (5,281,933 | ) | $ | (48,837,226 | ) |
6. Fair Value Measurements
The fund’s investments valuation process is based on several considerations and may use multiple inputs to determine the fair value of the investments held by the fund. In conformity with accounting principles generally accepted in the United States of America, the inputs used to determine a valuation are classified into three broad levels.
| |
• | Level 1 valuation inputs consist of unadjusted quoted prices in an active market for identical investments. |
| |
• | Level 2 valuation inputs consist of direct or indirect observable market data (including quoted prices for comparable investments, evaluations of subsequent market events, interest rates, prepayment speeds, credit risk, etc.). These inputs also consist of quoted prices for identical investments initially expressed in local currencies that are adjusted through translation into U.S. dollars. |
| |
• | Level 3 valuation inputs consist of unobservable data (including a fund’s own assumptions). |
The level classification is based on the lowest level input that is significant to the fair valuation measurement. The valuation inputs are not necessarily an indication of the risks associated with investing in these securities or other financial instruments. There were no significant transfers between levels during the period.
The following is a summary of the level classifications as of period end. The Schedule of Investments provides additional information on the fund’s portfolio holdings. |
| | | | | | | | |
| Level 1 | Level 2 | Level 3 |
Assets | | | |
Investment Securities | | | |
Common Stocks | $ | 804,952,124 |
| $ | 30,685,119 |
| — |
|
Temporary Cash Investments | 14,540 |
| 21,893,000 |
| — |
|
| $ | 804,966,664 |
| $ | 52,578,119 |
| — |
|
Other Financial Instruments | | | |
Forward Foreign Currency Exchange Contracts | — |
| $ | 24,072 |
| — |
|
| | | |
Liabilities | | | |
Other Financial Instruments | | | |
Forward Foreign Currency Exchange Contracts | — |
| $ | 175,646 |
| — |
|
7. Derivative Instruments
Foreign Currency Risk — The fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by a fund may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency. A fund may enter into forward foreign currency exchange contracts to reduce a fund's exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by a fund and the resulting unrealized appreciation or depreciation are determined daily. Realized gain or loss is recorded upon the termination of the contract. Net realized and unrealized gains or losses occurring during the holding period of forward foreign currency exchange contracts are a component of net realized gain (loss) on foreign currency transactions and change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies, respectively. A fund bears the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms. The fund's average U.S. dollar exposure to foreign currency risk derivative instruments held during the period was $23,480,061.
The value of foreign currency risk derivative instruments as of June 30, 2016, is disclosed on the Statement of Assets and Liabilities as an asset of $24,072 in unrealized appreciation on forward foreign currency exchange contracts and a liability of $175,646 in unrealized depreciation on forward foreign currency exchange contracts. For the six months ended June 30, 2016, the effect of foreign currency risk derivative instruments on the Statement of Operations was $(600,331) in net realized gain (loss) on foreign currency transactions and $(191,868) in change in net unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies.
8. Federal Tax Information
The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements.
As of June 30, 2016, the components of investments for federal income tax purposes were as follows:
|
| | | |
Federal tax cost of investments | $ | 781,631,799 |
|
Gross tax appreciation of investments | $ | 109,640,657 |
|
Gross tax depreciation of investments | (33,727,673 | ) |
Net tax appreciation (depreciation) of investments | $ | 75,912,984 |
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
As of December 31, 2015, the fund had accumulated short-term capital losses of $(118,674,453), which represent net capital loss carryovers that may be used to offset future realized capital gains for federal income tax purposes. Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations. Capital loss carryovers expire in 2017.
|
| | | | | | | | | | | | | | | |
For a Share Outstanding Throughout the Years Ended December 31 (except as noted) |
Per-Share Data | | | Ratios and Supplemental Data |
| | Income From Investment Operations: | | | | Ratio to Average Net Assets of: | | |
| Net Asset Value, Beginning of Period | Net Investment Income (Loss)(1) | Net Realized and Unrealized Gain (Loss) | Total From Investment Operations | Distributions From Net Investment Income | Net Asset Value, End of Period | Total Return(2) | Operating Expenses | Operating Expenses (before expense waiver) | Net Investment Income (Loss) | Net Investment Income (Loss) (before expense waiver) | Portfolio Turnover Rate | Net Assets, End of Period (in thousands) |
Class I | | | | | | | | | | |
2016(3) | $8.85 | 0.08 | 0.63 | 0.71 | (0.09) | $9.47 | 8.04% | 0.80%(4) | 0.98%(4) | 1.84%(4) | 1.66%(4) | 25% |
| $422,157 |
|
2015 | $9.41 | 0.18 | (0.54) | (0.36) | (0.20) | $8.85 | (3.88)% | 0.80% | 0.97% | 1.96% | 1.79% | 47% |
| $407,398 |
|
2014 | $8.45 | 0.15 | 0.95 | 1.10 | (0.14) | $9.41 | 13.08% | 0.84% | 0.96% | 1.66% | 1.54% | 44% |
| $453,412 |
|
2013 | $6.52 | 0.14 | 1.92 | 2.06 | (0.13) | $8.45 | 31.73% | 0.88% | 0.97% | 1.79% | 1.70% | 51% |
| $430,392 |
|
2012 | $5.80 | 0.11 | 0.73 | 0.84 | (0.12) | $6.52 | 14.58% | 0.94% | 0.98% | 1.74% | 1.70% | 47% |
| $354,809 |
|
2011 | $5.86 | 0.10 | (0.04) | 0.06 | (0.12) | $5.80 | 1.01% | 0.98% | 0.98% | 1.74% | 1.74% | 67% |
| $362,221 |
|
Class II | | | | | | | | | | |
2016(3) | $8.86 | 0.08 | 0.62 | 0.70 | (0.08) | $9.48 | 7.95% | 0.95%(4) | 1.13%(4) | 1.69%(4) | 1.51%(4) | 25% |
| $433,663 |
|
2015 | $9.42 | 0.17 | (0.55) | (0.38) | (0.18) | $8.86 | (4.02)% | 0.95% | 1.12% | 1.81% | 1.64% | 47% |
| $410,920 |
|
2014 | $8.46 | 0.13 | 0.95 | 1.08 | (0.12) | $9.42 | 12.89% | 0.99% | 1.11% | 1.51% | 1.39% | 44% |
| $449,906 |
|
2013 | $6.53 | 0.12 | 1.92 | 2.04 | (0.11) | $8.46 | 31.48% | 1.03% | 1.12% | 1.64% | 1.55% | 51% |
| $508,757 |
|
2012 | $5.80 | 0.10 | 0.74 | 0.84 | (0.11) | $6.53 | 14.58% | 1.09% | 1.13% | 1.59% | 1.55% | 47% |
| $408,104 |
|
2011 | $5.86 | 0.09 | (0.04) | 0.05 | (0.11) | $5.80 | 0.86% | 1.13% | 1.13% | 1.59% | 1.59% | 67% |
| $383,192 |
|
|
|
Notes to Financial Highlights |
| |
(1) | Computed using average shares outstanding throughout the period. |
| |
(2) | Total returns are calculated based on the net asset value of the last business day. Total returns for periods less than one year are not annualized. |
| |
(3) | Six months ended June 30, 2016 (unaudited). |
See Notes to Financial Statements.
|
|
Approval of Management Agreement |
At a meeting held on June 29, 2016, the Fund’s Board of Directors (the "Board") unanimously approved the renewal of the management agreement pursuant to which American Century Investment Management, Inc. (the “Advisor”) acts as the investment advisor for the Fund. Under Section 15(c) of the Investment Company Act, contracts for investment advisory services are required to be reviewed, evaluated, and approved by a majority of a fund’s directors (the “Directors”), including a majority of the independent Directors, each year.
Prior to its consideration of the renewal of the management agreement, the Directors requested and reviewed extensive data and information compiled by the Advisor and certain independent providers of evaluation data concerning the Fund and the services provided to the Fund by the Advisor. This review was in addition to the oversight and evaluation undertaken by the Board and its committees on a continual basis and the information received was supplemental to the extensive information that the Board and its committees receive and consider throughout the year.
In connection with its consideration of the renewal of the management agreement, the Board’s review and evaluation of the services provided by the Advisor included, but was not limited to, the following:
| |
• | the nature, extent, and quality of investment management, shareholder services, and other services provided and to be provided to the Fund; |
| |
• | the wide range of other programs and services provided and to be provided to the Fund and its shareholders on a routine and non-routine basis; |
| |
• | the investment performance of the Fund, including data comparing the Fund's performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies; |
| |
• | the cost of owning the Fund compared to the cost of owning similar funds; |
| |
• | the compliance policies, procedures, and regulatory experience of the Advisor and the Fund's service providers; |
| |
• | financial data showing the cost of services provided to the Fund, the profitability of the Fund to the Advisor, and the overall profitability of the Advisor; |
| |
• | possible economies of scale associated with the Advisor’s management of the Fund and other accounts under its management; |
| |
• | data comparing services provided and charges to the Advisor's other investment management clients; |
| |
• | acquired fund fees and expenses; |
| |
• | payments by the Fund and the Advisor to financial intermediaries and the nature of services provided; and |
| |
• | any collateral benefits derived by the Advisor from the management of the Fund. |
In keeping with their practice, the Directors held two in-person meetings and one telephonic meeting to review and discuss the information provided. The independent Directors also had the benefit of the advice of their independent counsel throughout the process.
Factors Considered
The Directors considered all of the information provided by the Advisor, the independent data providers, and independent counsel in connection with the approval. They determined that the information was sufficient for them to evaluate the management agreement for the Fund. In connection with their review, the Directors did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors.
In deciding to renew the management agreement, the Board based its decision on a number of factors, including the following:
Nature, Extent and Quality of Services - Generally. Under the management agreement, the Advisor is responsible for providing or arranging for all services necessary for the operation of the Fund. The Board noted that under the management agreement, the Advisor provides or arranges at its own expense a wide variety of services including:
| |
• | constructing and designing the Fund |
| |
• | portfolio research and security selection |
| |
• | initial capitalization/funding |
| |
• | daily valuation of the Fund’s portfolio |
| |
• | shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping, and communications |
| |
• | legal services (except the independent Directors’ counsel) |
| |
• | regulatory and portfolio compliance |
| |
• | marketing and distribution (except amounts paid by the Fund under Rule 12b-1 plans) |
The Board noted that many of these services have expanded over time in terms of both quantity and complexity in response to shareholder demands, competition in the industry, changing distribution channels, and the changing regulatory environment. The Board noted specifically the resources the Advisor has committed to enhancing cybersecurity protections for the benefit of shareholders.
Investment Management Services. The nature of the investment management services provided to the Fund is quite complex and allows Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes by investing in or exchanging among various American Century Investments funds, and liquidity. In evaluating investment performance, the Board expects the Advisor to manage the Fund in accordance with its investment objectives and approved strategies. Further, the Directors recognize that the Advisor has an obligation to monitor trading activities, and in particular to seek the best execution of fund trades, and to evaluate the use of and payment for research. In providing these services, the Advisor utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance, and other systems to conduct their business. The Board, directly and through its Fund Performance Review Committee, provides oversight of the investment performance process. It regularly reviews investment performance information for the Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. The Directors also review detailed performance information provided by the Advisor during the management agreement approval process. If performance concerns are identified, the Fund receives special reviews until performance improves, during which the Board receives a report from the Advisor regarding the reasons for such results (e.g., market conditions, security selection) and any efforts being undertaken to improve performance. The Fund’s performance was above its benchmark for the one-, three-, five-, and ten-year periods reviewed by the Board. The Board found the investment management services provided by the Advisor to the Fund to be satisfactory and consistent with the management agreement.
Shareholder and Other Services. Under the management agreement, the Advisor provides the Fund with a comprehensive package of transfer agency, shareholder, and other services. The Board, directly and through various committees of the Board, regularly reviews reports and evaluations of such services at its regular meetings. These reports include, but are not limited to,
information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to Fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. The Board particularly noted the Advisor’s continual efforts to maintain effective business continuity plans and to address cybersecurity threats. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisor. The Board found the services provided by the Advisor to the Fund under the management agreement to be competitive and of high quality.
Costs of Services and Profitability. The Advisor provides detailed information concerning its cost of providing various services to the Fund, its profitability in managing the Fund (pre- and post-distribution), its overall profitability, and its financial condition. The Directors have reviewed with the Advisor the methodology used to prepare this financial information. This information is considered in evaluating the Advisor’s financial condition, its ability to continue to provide services under the management agreement, and the reasonableness of the current management fee. The Board concluded that the Advisor’s profits were reasonable in light of the services provided to the Fund.
Ethics. The Board generally considers the Advisor’s commitment to providing quality services to shareholders and to conducting its business ethically. They noted that the Advisor’s practices generally meet or exceed industry best practices.
Economies of Scale. The Board also reviewed information provided by the Advisor regarding the possible existence of economies of scale in connection with the management of the Fund. The Board concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Board concluded that the Advisor is appropriately sharing economies of scale through its competitive fee structure, offering competitive fees from fund inception, and through reinvestment in its business to provide shareholders additional content and services. The Board also noted that economies of scale are shared with the Fund and its shareholders through management fee breakpoints that serve to reduce the effective management fee as the assets of the Fund grow.
Comparison to Other Funds’ Fees. The management agreement provides that the Fund pays the Advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Fund, other than brokerage expenses, expenses attributable to short sales, taxes, interest, extraordinary expenses, and the fees and expenses of the Fund’s independent Directors (including their independent legal counsel) 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 1940 Act. Under the unified fee structure, the Advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges, and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Board believes the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisor the risk of increased costs of operating the Fund and provides a direct incentive to minimize administrative inefficiencies. Part of the Board’s analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider comparing the Fund’s unified fee to the total expense ratios of its peers. The unified fee charged to shareholders of the Fund was above the median of the total expense ratios of the Fund’s peer expense universe. The Board and the Advisor agreed to a temporary reduction of the Fund's annual unified management fee of 0.15% (e.g., the Class I unified fee will be reduced from 1.00% to 0.85%), beginning August 1,
2016. The Board concluded that the management fee paid by the Fund to the Advisor under the management agreement is reasonable in light of the services provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisor. The Directors also requested and received information from the Advisor concerning the nature of the services, fees, costs, and profitability of its advisory services to advisory clients other than the Fund. They observed that these varying types of client accounts require different services and involve different regulatory and entrepreneurial risks than the management of the Fund. The Board analyzed this information and concluded that the fees charged and services provided to the Fund were reasonable by comparison.
Payments to Intermediaries. The Directors also requested and received a description of payments made to intermediaries by the Fund and the Advisor. These payments include various payments made by the Fund or the Advisor to different types of intermediaries and recordkeepers for distribution and service activities provided for the Fund. The Board received confirmation from the Advisor that all such payments by the Fund intended for distribution were made pursuant to the Fund's 12b-1 Plan. The Board reviewed such information and found the payments to be reasonable in scope and purpose.
Collateral or “Fall-Out” Benefits Derived by the Advisor. The Board considered the existence of collateral benefits the Advisor may receive as a result of its relationship with the Fund. They concluded that the Advisor’s primary business is managing mutual funds and it generally does not use fund or shareholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them. The Board noted that additional assets from other clients may offer the Advisor some benefit from increased leverage with service providers and counterparties. Additionally, the Advisor receives proprietary research from broker-dealers that execute fund portfolio transactions, which the Board concluded is likely to benefit other clients of the Advisor, as well as Fund shareholders. The Board also determined that the Advisor is able to provide investment management services to certain clients other than the Fund, at least in part, due to its existing infrastructure built to serve the fund complex. The Board concluded that appropriate allocation methodologies had been employed to assign resources and the cost of those resources to these other clients and, where expressly provided, these other client assets may be included with the assets of the Fund to determine breakpoints in the management fee schedule.
Existing Relationship. The Board also considered whether there was any reason for not continuing the existing arrangement with the Advisor. In this regard, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties, and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Advisor’s industry standing and reputation and in the expectation that the Advisor will have a continuing role in providing advisory services to the Fund.
Conclusion of the Directors. As a result of this process, the Board, including all of the independent Directors, taking into account all of the factors discussed above and the information provided by the Advisor and others in connection with its review and throughout the year, determined that the management fee is fair and reasonable in light of the services provided and that the investment management agreement between the Fund and the Advisor should be renewed.
Proxy Voting Policies
A description of the policies that the fund's investment advisor uses in exercising the voting rights associated with the securities purchased and/or held by the fund is available without charge, upon request, by calling 1-800-378-9878. It is also available on the "About Us" page of American Century Investments’ website at americancentury.com and on the Securities and Exchange Commission’s website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov.
Quarterly Portfolio Disclosure
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete
schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at ipro.americancentury.com (for Investment Professionals) and, upon request, by calling 1-800-378-9878.
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Contact Us | americancentury.com | |
Automated Information Line | 1-800-345-8765 | |
Investment Professional Service Representatives | 1-800-345-6488 | |
Telecommunications Relay Service for the Deaf | 711 | |
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American Century Variable Portfolios, Inc. | |
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Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri | |
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This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. | |
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©2016 American Century Proprietary Holdings, Inc. All rights reserved. CL-SAN-89941 1608 | |
ITEM 2. CODE OF ETHICS.
Not applicable for semiannual report filings.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable for semiannual report filings.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable for semiannual report filings.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. INVESTMENTS.
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(a) | The schedule of investments is included as part of the report to stockholders filed under Item 1 of this Form. |
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the reporting period, there were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board.
ITEM 11. CONTROLS AND PROCEDURES.
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(a) | The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report. |
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(b) | There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant's second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. |
ITEM 12. EXHIBITS.
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(a)(1) | Not applicable for semiannual report filings. |
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(a)(2) | Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are filed and attached hereto as EX-99.CERT. |
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(b) | A certification by the registrant’s chief executive officer and chief financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is furnished and attached hereto as EX- 99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Registrant: | American Century Variable Portfolios, Inc. | |
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By: | /s/ Jonathan S. Thomas | |
| Name: | Jonathan S. Thomas | |
| Title: | President | |
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Date: | August 17, 2016 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | /s/ Jonathan S. Thomas | |
| Name: | Jonathan S. Thomas | |
| Title: | President | |
| | (principal executive officer) | |
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Date: | August 17, 2016 | |
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By: | /s/ C. Jean Wade | |
| Name: | C. Jean Wade | |
| Title: | Vice President, Treasurer, and | |
| | Chief Financial Officer | |
| | (principal financial officer) | |
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Date: | August 17, 2016 | |