AMENDED AND RESTATED MANAGEMENT AGREEMENT
EXHIBIT (d)
AMENDED
AND RESTATED MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT
(“Agreement”) is amended and restated as of the 1st day
of March, 2010, by and between AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS,
INC., a Maryland corporation (hereinafter called the “Company”), and AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called
the “Investment Manager”).
WHEREAS, a majority of those
members of the Board of Directors of the Company (collectively, the “Board of
Directors”, and each individually a “Director”) who are not “interested persons”
as defined in Investment Company Act (hereinafter referred to as the
“Independent Directors”), during its most recent annual evaluation of the terms
of the Agreement pursuant to Section 15(c) of the Investment Company Act, has
approved the continuance of the Agreement as it relates to each series of shares
of the Company set forth on Schedule A attached hereto (the
“Funds”).
WHEREAS, the parties hereto
now desire to amend and restate the Agreement to add new classes to those
advised by the Investment Manager.
NOW, THEREFORE, IN
CONSIDERATION of the mutual promises and agreements herein contained, the
parties agree as follows:
1. Services.
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(a)
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Investment Management
Services. The Investment Manager shall supervise the
investments of each class of each Fund, and each class of each subsequent
series of shares as the Company shall select the Investment Manager to
manage. In such capacity, the Investment Manager shall either
directly, or through the utilization of others as contemplated by Section
7 below, maintain a continuous investment program for each Fund, determine
what securities shall be purchased or sold by each Fund (including the
allocation of each Funds’ assets among the various underlying American
Century funds in which the series may invest), secure and evaluate such
information as it deems proper and take whatever action is necessary or
convenient to perform its functions, including the placing of purchase and
sale orders. In performing its duties hereunder, the Investment
Manager will manage the portfolio of all classes of shares of a particular
Fund as a single portfolio.
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(b)
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Shareholder
Services. The Investment Manager may provide or cause
one of its affiliates to provide shareholder and administrative services
to the shareholders of the Company (“Shareholder Services”) or it may
engage third parties to do so. Such Shareholder Services and
related expenses may include, but are not limited to, (A) placing
purchase, exchange and redemption orders with the transfer agent;
(B) providing shareholders with a service that invests the assets of
their accounts in shares pursuant to specific or pre-authorized
instructions; (C) processing dividend payments on behalf of shareholders
and assisting shareholders in changing dividend options, account
designations and addresses; (D) providing and maintaining elective
services such as wire transfer services; (E) maintaining account records
for shareholders; (F) issuing confirmations of transactions; (G) creating
and forwarding shareholder communications (such as proxies, shareholder
reports, annual and semiannual financial statements and dividend,
distribution and tax notices) to shareholders; and (H) providing
other similar administrative and sub-transfer agency
services. Shareholder Services do
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1
not
include those activities and expenses that are primarily intended to result in
the sale of additional shares.
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2.
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Compliance with
Laws. All functions undertaken by the Investment Manager
hereunder shall at all times conform to, and be in accordance with, any
requirements imposed by:
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(a)
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the
Investment Company Act and any rules and regulations promulgated
thereunder;
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(b)
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any
other applicable provisions of law;
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(c)
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the
Articles of Incorporation of the Company as amended from time to
time;
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(d)
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the
Bylaws of the Company as amended from time to
time;
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(e)
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the
Multiple Class Plan of the Company as amended from time to time;
and
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(f)
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the
registration statement(s) of the Company, as amended from time to time,
filed under the Securities Act of 1933 and the Investment Company
Act.
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3.
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Board
Supervision. All of the functions undertaken by the
Investment Manager hereunder shall at all times be subject to the
direction of the Board of Directors, its executive committee, or any
committee or officers of the Company acting under the authority of the
Board of Directors.
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4.
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Payment of
Expenses. The Investment Manager will pay all of the
expenses of each class of each Fund, other than interest, taxes, brokerage
commissions, extraordinary expenses, the fees and expenses of the
Independent Directors (including counsel fees), and expenses incurred in
connection with the provision of shareholder services and distribution
services under a plan adopted pursuant to Rule 12b-1 under the Investment
Company Act. The Investment Manager will provide the Company
with all physical facilities and personnel required to carry on the
business of each class of each Fund that it shall manage, including but
not limited to office space, office furniture, fixtures and equipment,
office supplies, computer hardware and software and salaried and hourly
paid personnel. The Investment Manager may at its expense
employ others to provide all or any part of such facilities and
personnel.
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5.
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Account
Fees. The Company, by resolution of the Board of
Directors, including a majority of the Independent Directors, may from
time to time authorize the imposition of a fee as a direct charge against
shareholder accounts of any class of one or more of the Funds, such fee to
be retained by the Company or to be paid to the Investment Manager to
defray expenses which would otherwise be paid by the Investment Manager in
accordance with the provisions of paragraph 4 of this
Agreement. At least sixty days prior written notice of the
intent to impose such fee must be given to the shareholders of the
affected Fund or Fund class.
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6.
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Fees.
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(a)
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Investment Management
Fee. No Fund or Fund class shall pay to the
Investment Manager a fee for the investment management services rendered
hereunder.
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(b)
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Administrative
Fee. In consideration of the Shareholder Services
provided by the Investment Manager, each class of each Fund shall pay to
the Investment Manager an
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administrative fee
that is calculated as described in this Section 6 using the fee schedule set
forth on Schedule A.
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(c)
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Daily Administrative Fee
Calculation. For each calendar day, each class of each Fund shall
accrue an administrative fee calculated by multiplying the per annum
administrative fee rate for that class times the net assets of the class
on that day, and further dividing that product by 365 (366 in leap
years).
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(d)
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Monthly Administrative Fee
Payment. On the first business day of each month, each class of
each Fund shall pay the administrative fee to the Investment Manager for
the previous month. The fee for the previous month shall be the
sum of the Daily Administrative Fee Calculations for each calendar day in
the previous month.
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(e)
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Additional Series or Classes.
In the event that the Board of Directors of the Company shall
determine to issue any additional series or classes of shares for which it
is proposed that the Investment Manager serve as investment manager, the
Company and the Investment Manager may enter into an Addendum to this
Agreement setting forth the name of the series and/or class, the Fee
Schedule for each and such other terms and conditions as are applicable to
the management of such series of
shares.
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7.
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Subcontracts. In
rendering the services to be provided pursuant to this Agreement, the
Investment Manager may, from time to time, engage or associate itself with
such persons or entities as it determines is necessary or convenient in
its sole discretion and may contract with such persons or entities to
obtain information, investment advisory and management services, or such
other services as the Investment Manager deems appropriate. Any
fees, compensation or expenses to be paid to any such person or entity
shall be paid by the Investment Manager, and no obligation to such person
or entity shall be incurred on behalf of the Company. Any
arrangement entered into pursuant to this paragraph shall, to the extent
required by law, be subject to the approval of the Board of Directors,
including a majority of the Independent Directors, and the shareholders of
the Company.
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8.
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Continuation of
Agreement. This Agreement shall become effective for
each Fund as of the date first set forth above and shall continue in
effect for each Fund until August 1, 2010, unless sooner terminated as
hereinafter provided, and shall continue in effect from year to year
thereafter for each Fund only as long as such continuance is specifically
approved at least annually (i) by either the Board of Directors or by the
vote of a majority of the outstanding voting securities of such Fund, and
(ii) by the vote of a majority of the Directors, who are not parties to
the Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. The
annual approvals provided for herein shall be effective to continue this
Agreement from year to year if given within a period beginning not more
than 90 days prior to August 1st
of each applicable year, notwithstanding the fact that more than 365 days
may have elapsed since the date on which such approval was last
given.
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9.
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Termination. This
Agreement may be terminated, with respect to any Fund, by the Investment
Manager at any time without penalty upon giving the Company 60 days’
written notice, and may be terminated, with respect to any Fund, at any
time without penalty by the Board of Directors or by vote of a majority of
the outstanding voting securities of each class of such Fund on
60 days’ written notice to the Investment
Manager.
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10.
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Effect of
Assignment. This Agreement shall automatically terminate
with respect to any Fund in the event of its assignment by the Investment
Manager. The term “assignment” for this purpose has the
meaning defined in Section 2(a)(4) of the Investment Company
Act.
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11.
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Other
Activities. Nothing herein shall be deemed to limit or
restrict the right of the Investment Manager, or the right of any of its
officers, directors or employees (who may also be a director, officer or
employee of the Company), to engage in any other business or to devote
time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services
of any kind to any other corporation, firm, individual or
association.
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12.
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Standard of
Care. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of its obligations or duties
hereunder on the part of the Investment Manager, it, as an inducement to
it to enter into this Agreement, shall not be subject to liability to the
Company or to any shareholder of the Company for any act or omission in
the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any
security.
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13.
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Separate
Agreement. The parties hereto acknowledge that certain
provisions of the Investment Company Act, in effect, treat each series of
shares of an investment company as a separate investment
company. Accordingly, the parties hereto hereby acknowledge and
agree that, to the extent deemed appropriate and consistent with the
Investment Company Act, this Agreement shall be deemed to constitute a
separate agreement between the Investment Manager and each
Fund.
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14.
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Use of the Name “American
Century”. The name “American Century” and all rights to
the use of the name “American Century” are the exclusive property of
American Century Proprietary Holdings, Inc. (“ACPH”). ACPH has
consented to, and granted a non-exclusive license for, the use by the
Company of the name “American Century” in the name of the Company and any
Fund. Such consent and non-exclusive license may be revoked by
ACPH in its discretion if ACPH, the Investment Manager, or a subsidiary or
affiliate of either of them is not employed as the investment adviser of
each Fund. In the event of such revocation, the Company and
each Fund using the name “American Century” shall cease using the name
“American Century” unless otherwise consented to by ACPH or any successor
to its interest in such name.
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IN WITNESS WHEREOF, the
parties have caused this Agreement to be amended and restated as of the day and
year first above written.
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American
Century Investment Management, Inc.
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/s/ Xxxxx X.
Xxxxxxxxxx
Xxxxx
X. Xxxxxxxxxx
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/s/ Xxxxxxx X.
Xxxxxxxxxxx
Xxxxxxx
X. Xxxxxxxxxxx
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Vice
President
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Senior
Vice President
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4
American Century Asset Allocation
Portfolios, Inc. Schedule A: Fee
Schedules
Schedule
A
Fee
Schedules
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Administrative
Fee Schedule by Class
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Fund
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Investor
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Institutional
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A
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C
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R
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LIVESTRONG
2015 Portfolio
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0.20%
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0.00%
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0.20%
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0.20%
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0.20%
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LIVESTRONG
2020 Portfolio
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0.20%
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0.00%
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0.20%
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0.20%
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0.20%
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LIVESTRONG
2025 Portfolio
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0.20%
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0.00%
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0.20%
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0.20%
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0.20%
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LIVESTRONG
2030 Portfolio
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0.20%
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0.00%
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0.20%
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0.20%
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0.20%
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LIVESTRONG
2035 Portfolio
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0.20%
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0.00%
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0.20%
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0.20%
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0.20%
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LIVESTRONG
2040 Portfolio
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0.20%
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0.00%
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0.20%
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0.20%
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0.20%
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LIVESTRONG
2045 Portfolio
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0.20%
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0.00%
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0.20%
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0.20%
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0.20%
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LIVESTRONG
2050 Portfolio
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0.20%
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0.00%
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0.20%
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0.20%
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0.20%
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LIVESTRONG
Income Portfolio
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0.20%
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0.00%
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0.20%
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0.20%
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0.20%
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One
Choice Portfolio: Very Conservative
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0.00%
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n/a
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n/a
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n/a
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n/a
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One
Choice Portfolio: Conservative
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0.00%
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n/a
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n/a
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n/a
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n/a
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One
Choice Portfolio: Moderate
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0.00%
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n/a
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n/a
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n/a
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n/a
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One
Choice Portfolio: Aggressive
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0.00%
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n/a
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n/a
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n/a
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n/a
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One
Choice Portfolio: Very Aggressive
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0.00%
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n/a
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n/a
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n/a
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n/a
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A-1
