EXHIBIT 99.d
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as of
the 1st day of August, 2004 by and between AMERICAN CENTURY VARIABLE PORTFOLIOS
II, INC., a Maryland corporation and registered investment company (the
"Company"), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware
corporation (the "Investment Manager").
WHEREAS, the Company has adopted an Amended and Restated Multiple Class
Plan dated as of September 3, 2002 (as the same may be amended from time to
time, the "Multiple Class Plan"), pursuant to Rule 18f-3 of the Investment
Company Act of 1940, as amended (the "Investment Company Act");
WHEREAS, the Multiple Class Plan establishes one or more classes of shares
for each series of shares of the Company;
WHEREAS, the parties hereto have agreed to a revised methodology for
calculation of the rate at which the Management Fee is payable hereunder for
each series and each class of each series of shares of the Company;
WHEREAS, the revised methodology will result in the same or lower
Management Fees than those that are currently in place for each series and each
class of each series of shares of the Company; and
WHEREAS, the parties hereto desire to enter into this Agreement (i) to
arrange for investment management services to be provided by the Investment
Manager for all series and classes of shares issued by the Company; and (ii) to
reflect the revisions to the Management Fee calculation agreed to by the Board
of Directors of the Company and the Investment Manager.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. INVESTMENT MANAGEMENT SERVICES. The Investment Manager shall supervise the
investments of each series of shares of the Company contemplated as of the
date hereof, and such subsequent series of shares as the Company shall
select the Investment Manager to manage. In such capacity, the Investment
Manager shall maintain a continuous investment program for each such
series, determine what securities shall be purchased or sold by each
series, 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.
2. COMPLIANCE WITH LAWS. All functions undertaken by the Investment Manager
hereunder shall at all times conform to, and be in accordance with, any
requirements imposed by:
(a) the Investment Company Act and any rules and regulations promulgated
thereunder;
(b) any other applicable provisions of law;
(c) the Articles of Incorporation of the Company as amended from time to
time;
(d) the By-Laws of the Company as amended from time to time;
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AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
(e) the Multiple Class Plan; and
(f) the registration statement(s) of the Company, as amended from time to
time, filed under the Securities Act of 1933 and the Investment
Company Act.
3. BOARD SUPERVISION. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of the
Board of Directors (collectively, the "Board of Directors", and each
Director individually a "Director") of the Company, its executive
committee, or any committee or officers of the Company acting under the
authority of the Board of Directors.
4. PAYMENT OF EXPENSES. The Investment Manager will pay all of the expenses of
each series of the Company's shares that it shall manage, other than
interest, taxes, brokerage commissions, portfolio insurance, extraordinary
expenses, the fees and expenses of those Directors who are not "interested
persons" as defined in Investment Company Act (hereinafter referred to as
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 series that the Investment Manager shall manage, including
but not limited to office space, office furniture, fixtures and equipment,
office supplies, computer hardware and software and salaried and hourly
paid personnel. The Investment Manager may at its expense employ others to
provide all or any part of such facilities and personnel.
5. ACCOUNT FEES. The Board of Directors may impose fees for various account
services, proceeds of which may be remitted to the appropriate Fund or the
Investment Manager at the discretion of the Board. At least 60 days' prior
written notice of the intent to impose such fee must be given to the
shareholders of the affected series.
6. MANAGEMENT FEES.
(a) In consideration of the services provided by the Investment Manager,
each class of a series of shares of the Company shall pay to the
Investment Manager a management fee that is calculated as described in
this Section 6 using the fee schedules described herein.
(b) Definitions
(1) An "INVESTMENT TEAM" is the Portfolio Managers that the
Investment Manager has designated to manage a given portfolio.
(2) An "INVESTMENT STRATEGY" is the processes and policies
implemented by the Investment Manager for pursuing a particular
investment objective managed by an Investment Team.
(3) A "PRIMARY STRATEGY PORTFOLIO" is each series of the Company, as
well as any other series of any other registered investment
company for which the Investment Manager serves as the investment
manager and for which American Century Investment Services, Inc.
serves as the distributor; provided, however, that a registered
investment company that invests its assets exclusively in the
shares of other registered investment companies shall not be a
Primary Strategy Portfolio. Any exceptions to the above
requirements shall be approved by the Board of Directors of the
Company.
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AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
(4) A "SECONDARY STRATEGY PORTFOLIO" is another account managed by
the Investment Manager that is managed by the same Investment
Team as that assigned to manage any Primary Strategy Portfolio
that shares the same board of directors or board of trustees as
the Company. Any exceptions to this requirement shall be approved
by the Board of Directors of the Company.
(5) An "INVESTMENT CATEGORY" for a series of the Company is the group
to which the series is assigned for determining the first
component of its management fee. Each Primary Strategy Portfolio
is assigned to one of the three Investment Categories indicated
below. The Investment Category assignments for the series of the
Company appear in Schedule B to this Agreement. The assets in
each of the Investment Categories ("INVESTMENT CATEGORY ASSETS")
is determined as follows:
a) MONEY MARKET FUND CATEGORY ASSETS. The assets which are used
to determine the fee for this Investment Category is the sum
of the assets of all of the Primary Strategy Portfolios and
Secondary Strategy Portfolios that invest primarily in debt
securities and are subject to Rule 2a-7 under the Investment
Company Act.
b) BOND FUND CATEGORY ASSETS. The assets which are used to
determine the fee for this Investment Category is the sum
the assets of all of the Primary Strategy Portfolios and
Secondary Strategy Portfolios that invest primarily in debt
securities and are not subject to Rule 2a-7 under the
Investment Company Act.
c) EQUITY FUND CATEGORY ASSETS. The assets which are used to
determine the fee for this Investment Category is the sum
the assets of all of the Primary Strategy Portfolios and
Secondary Strategy Portfolios that invest primarily in
equity securities.
(6) The "PER ANNUM INVESTMENT CATEGORY FEE DOLLAR AMOUNT" for a
series is the dollar amount resulting from applying the
applicable Investment Category Fee Schedule for the series of the
Company (as shown on Schedule A) using the applicable Investment
Category Assets.
(7) The "PER ANNUM INVESTMENT CATEGORY FEE RATE" for a series of the
Company is the percentage rate that results from dividing the Per
Annum Investment Category Fee Dollar Amount for the series by the
applicable Investment Category Assets for the series.
(8) The "COMPLEX ASSETS" is the sum of the assets in all of the
Primary Strategy Portfolios.
(9) The "PER ANNUM COMPLEX FEE DOLLAR AMOUNT" for a class of a series
of the Company shall be the dollar amount resulting from
application of the Complex Assets to the Complex Fee Schedule for
the class as shown in Schedule C.
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AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
(10) The "PER ANNUM COMPLEX FEE RATE" for a class of a series of the
Company is the percentage rate that results from dividing the Per
Annum Complex Fee Dollar Amount for the class of a series by the
Complex Assets.
(11) The "PER ANNUM MANAGEMENT FEE RATE" for a class of a series of
the Company is the sum of the Per Annum Investment Category Fee
Rate applicable to the series and the Per Annum Complex Fee Fee
Rate applicable to the class of the series.
(c) DAILY MANAGEMENT FEE CALCULATION. For each calendar day, each class of
each series of shares of the Company shall accrue a fee calculated by
multiplying the Per Annum Management 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).
(d) MONTHLY MANAGEMENT FEE PAYMENT. On the first business day of each
month, each class of each series of shares of the Company shall pay
the management fee to the Investment Manager for the previous month.
The fee for the previous month shall be the sum of the Daily
Management Fee Calculations for each calendar day in the previous
month.
(e) ADDITIONAL SERIES OR CLASSES. In the event that the Board of Directors
shall determine to issue any additional series of shares for which it
is proposed that the Investment Manager serve as investment manager,
the Company and the Investment Manager shall enter into an Addendum to
this Agreement setting forth the name of the series or classes, as
appropriate, the Applicable Fee and such other terms and conditions as
are applicable to the management of such series of shares.
7. CONTINUATION OF AGREEMENT. This Agreement shall continue in effect, unless
sooner terminated as hereinafter provided, for a period of two years from
the execution hereof, and for as long thereafter as its continuance is
specifically approved, as to each series of the Company, at least annually
(i) by the Board of Directors of the Company or by the vote of a majority
of the outstanding voting securities of the Company, and (ii) by the vote
of a majority of the Directors of the Company, 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.
8. TERMINATION. This Agreement may be terminated, with respect to any series,
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
series, at any time without penalty by the Board of Directors of the
Company or by vote of a majority of the outstanding voting securities of
such series on 60 days' written notice to the Investment Manager.
9. EFFECT OF ASSIGNMENT. This Agreement shall automatically terminate in the
event of assignment by the Investment Manager, the term "assignment" for
this purpose having the meaning defined in Section 2(a)(4) of the
Investment Company Act.
10. 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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AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
11. 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.
12. SEPARATE AGREEMENT. The parties hereto acknowledge that certain provisions
of the Investment Company Act, in effect, treat each series of shares of a
registered 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 series of shares of the Company managed by
the Investment Manager.
13. USE OF THE NAMES "AMERICAN CENTURY" AND "XXXXXX." The name "American
Century" and all rights to the use of the names "American Century" and
"Xxxxxx" are the exclusive property of American Century Services
Corporation ("ACSC"), an affiliate of the Investment Manager. ACSC has
consented to, and granted a non-exclusive license for, the use by the
Company and their respective series of the names "American Century" and
"Xxxxxx" in the name of the Company and any series of shares thereof. Such
consent and non-exclusive license may be revoked by ACSC in its discretion
if ACSC, the Investment Manager, or a subsidiary or affiliate of either of
them is not employed as the investment manager of each series of shares of
the Company. In the event of such revocation, the Company and each series
of shares thereof using the name "American Century" or "Xxxxxx" shall cease
using the name "American Century" or "Xxxxxx", unless otherwise consented
to by ACSC or any successor to its interest in such names.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers as of the day and year first
written above.
Attest: AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxxxx X. Xxxxx
------------------------------- -------------------------------------------
XXXXXXX X. XXXXXXXXXXX XXXXXXX X. XXXXX
Assistant Secretary President
Attest: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
/s/ Charles C. S. Park /s/ Xxxx Xxxxxx
------------------------------- -------------------------------------------
CHARLES C.S. PARK XXXX XXXXXX
Secretary Senior Vice President and
Chief Investment Officer
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AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC. Schedule A: Category Fee Schedules
--------------------------------------------------------------------------------
SCHEDULE A
INVESTMENT CATEGORY FEE SCHEDULES
MONEY MARKET FUNDS
======================= =========================================================================
RATE SCHEDULES
----------------------- ----------------- ------------------ ----------------- ------------------
CATEGORY ASSETS SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4
----------------------- ----------------- ------------------ ----------------- ------------------
First $1 billion 0.2500% 0.2700% 0.3500% 0.2300%
Next $1 billion 0.2070% 0.2270% 0.3070% 0.1870%
Next $3 billion 0.1660% 0.1860% 0.2660% 0.1460%
Next $5 billion 0.1490% 0.1690% 0.2490% 0.1290%
Next $15 billion 0.1380% 0.1580% 0.2380% 0.1180%
Next $25 billion 0.1375% 0.1575% 0.2375% 0.1175%
Thereafter 0.1370% 0.1570% 0.2370% 0.1170%
======================= ================= ================== ================= ==================
BOND FUNDS
====================== ==============================================================================================
RATE SCHEDULES
---------------------- -------------- --------------- --------------- -------------- --------------- --------------
CATEGORY ASSETS SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4 SCHEDULE 5 SCHEDULE 6
---------------------- --------------- --------------- --------------- --------------- --------------- --------------
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425%
====================== =============== =============== =============== =============== =============== ==============
EQUITY FUNDS
========================== ===============================================
RATE SCHEDULES
-------------------------- ----------------------- -----------------------
CATEGORY ASSETS SCHEDULE 1 SCHEDULE 2
-------------------------- ----------------------- -----------------------
First $1 billion 0.5200% 0.7200%
Next $5 billion 0.4600% 0.6600%
Next $15 billion 0.4160% 0.6160%
Next $25 billion 0.3690% 0.5690%
Next $50 billion 0.3420% 0.5420%
Next $150 billion 0.3390% 0.5390%
Thereafter 0.3380% 0.5380%
========================== ======================= =======================
Page A-1
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC. Schedule B: Complex Fee Schedules
SCHEDULE B
INVESTMENT CATEGORY ASSIGNMENTS
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
=================================== ======================== =================
Series Category Applicable Fee
Schedule Number
----------------------------------- ------------------------ -----------------
VP Inflation Protection Fund Bond Funds 1
=================================== ======================== =================
Page B-1
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC. Schedule C: Complex Fee Schedules
--------------------------------------------------------------------------------
SCHEDULE C
COMPLEX FEE SCHEDULES
RATE SCHEDULES
------------------- ------------------------ ------------------------
Complex Assets Advisor Class Institutional Class All Other Classes
---------------------- ------------------- ------------------------ ------------------------
First $2.5 billion 0.0600% 0.1100% 0.3100%
Next $7.5 billion 0.0500% 0.1000% 0.3000%
Next $15.0 billion 0.0485% 0.0985% 0.2985%
Next $25.0 billion 0.0470% 0.0970% 0.2970%
Next $25.0 billion 0.0370% 0.0870% 0.2870%
Next $25.0 billion 0.0300% 0.0800% 0.2800%
Next $25.0 billion 0.0200% 0.0700% 0.2700%
Next $25.0 billion 0.0150% 0.0650% 0.2650%
Next $25.0 billion 0.0100% 0.0600% 0.2600%
Next $25.0 billion 0.0050% 0.0550% 0.2550%
Thereafter 0.0000% 0.0500% 0.2500%
====================== =================== ======================== ========================
Page C-1
