MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 16th day
of July, 2010 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, 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 the
Investment Company Act of 1940 (the “Investment Company Act”) (hereinafter
referred to as the “Independent Directors”), has approved this Agreement
as it relates to each series of shares of the Company set forth on
Schedule B attached hereto (the “Funds”).
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. Investment Management Services. The Investment Manager shall
supervise the investments of each class of each Fund. In such capacity,
the Investment Manager shall maintain a continuous investment program for
each such Fund, determine what securities shall be purchased or sold by
each Fund, secure and evaluate such information as it deems proper and
take whatever action is necessary or convenient to perform its functions,
including the placing of purchase and sale orders. In performing its duties
hereunder, the Investment Manager will manage the portfolios of all classes
of shares of a particular Fund as a single portfolio.
2. Compliance with Laws. All functions undertaken by the Investment
Manager hereunder shall at all times conform to, and be in accordance with,
any requirements imposed by:
(a) the Investment Company Act and any rules and regulations promulgated
thereunder;
(b) any other applicable provisions of law;
(c) the Articles of Incorporation of the Company as amended from time
to time;
(d) the Bylaws of the Company as amended from time to time;
(e) the Multiple Class Plan of the Company as amended from time
to time; and
(f) the registration statement(s) of the Company, as amended from
time to time, filed under the Securities Act of 1933 and the Investment
Company Act.
3. Board Supervision. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of the Board
of Directors, its executive committee, or any committee or officers of the
Company acting under the authority of the Board of Directors.
4. Payment of Expenses. The Investment Manager will pay all the expenses
of each class of each Fund, other than interest, taxes, brokerage commissions,
portfolio insurance, extraordinary expenses, the fees and expenses of the
Independent Directors (including counsel fees), and expenses incurred in
connection with the provision of shareholder services and distribution services
under a plan adopted pursuant to Rule 12b-1 under the Investment Company Act.
The Investment Manager will provide the Company with all physical facilities
and personnel required to carry on the business of each class of each Fund
that it shall manage, including but not limited to office space, office
furniture, fixtures and equipment, office supplies, computer hardware and
software and salaried and hourly paid personnel. The Investment Manager may
at its expense employ others to provide all or any part of such facilities
and personnel.
5. Account Fees. The Company, by resolution of the Board of Directors,
including a majority of the Independent Directors, may from time to time
authorize the imposition of a fee as a direct charge against shareholder
accounts of any class of one or more of the Funds, such fee to be retained
by the Company or to be paid to the Investment Manager to defray expenses
which would otherwise be paid by the Investment Manager in accordance with
the provisions of paragraph 4 of this Agreement. At least 60 days’ prior
written notice of the intent to impose such fee must be given to the
shareholders of the affected Fund or Fund class.
6. Management Fees.
(a) In consideration of the services provided by the Investment Manager,
each class of a Fund 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 Fund, 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.
(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.
(5) An “Investment Category” for a Fund is the group to which the Fund
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 Funds appear in
Schedule B to this Agreement. The amount of 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 Fund is the
dollar amount resulting from applying the applicable Investment Category Fee
Schedule for the Fund (as shown on Schedule A) using the applicable Investment
Category Assets.
(7) The “Per Annum Investment Category Fee Rate” for a Fund is the percentage
rate that results from dividing the Per Annum Investment Category Fee Dollar
Amount for the Fund by the applicable Investment Category Assets for the Fund.
(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 Fund 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.
(10) The “Per Annum Complex Fee Rate” for a class of a Fund is the percentage
rate that results from dividing the Per Annum Complex Fee Dollar Amount for the
class of a Fund by the Complex Assets.
(11) The “Per Annum Management Fee Rate” for a class of a Fund is the sum of
the Per Annum Investment Category Fee Rate applicable to the Fund and the Per
Annum Complex Fee Rate applicable to the class of the Fund.
(c) Daily Management Fee Calculation. For each calendar day, each class of
each Fund shall accrue a fee calculated by multiplying the Per Annum 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 Fund shall pay the management fee to the Investment
Manager for the previous month. The fee for the previous month shall be the sum
of the Daily Management Fee Calculations for each calendar day in the previous
month.
(e) Additional Series or Classes. In the event that the Board of Directors
shall determine to issue any additional series or classes of shares for which
it is proposed that the Investment Manager serve as investment manager, the
Company and the Investment Manager may enter into an Addendum to this Agreement
setting forth the name of the series and/or classes, as appropriate, the fee
schedule for each and such other terms and conditions as are applicable to
the management of such series and/or classes, or, in the alternative, enter
into a separate management agreement that relates specifically to such series
and/or classes of shares.
7. Continuation of Agreement. This Agreement shall become effective for
each Fund as of the date first set forth above (the “Effective Date”) and
shall continue in effect for each Fund for a period of two years from the
Effective Date, 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 the date on which it would otherwise terminate in each
applicable year, notwithstanding the fact that more than 365 days may have
elapsed since the date on which such approval was last given.
8. 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.
9. 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.
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.
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 Fund.
13. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective duly authorized officers to be
effective as of the day and year first written above.
American Century Investment American Century Variable
Management, Inc. Portfolios II, Inc.
/s/Xxxxx X. Xxxxxxxxxx /s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx
Vice President Senior Vice President
Schedule A
Investment Category Fee Schedules
Money Market Funds
Rate Schedules
Category Assets 1 2 3 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 1 2 3 4 5 6 7 8 9 10
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600% 0.3800% 0.4600% 0.4400% 0.8929%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080% 0.3280% 0.4080% 0.3880% 0.8409%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780% 0.2980% 0.3780% 0.3580% 0.8109%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580% 0.2780% 0.3580% 0.3380% 0.7909%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450% 0.2650% 0.3450% 0.3250% 0.7779%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430% 0.2630% 0.3430% 0.3230% 0.7759%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425% 0.2625% 0.3425% 0.3225% 0.7754%
Equity Funds
Rate Schedules
Category Assets 1 2 3 4 5 6 7
First $1 billion 0.5200% 0.7200% 1.2300% 0.8700% 1.0000% 1.1500% 1.3000%
Next $5 billion 0.4600% 0.6600% 1.1700% 0.8100% 0.9400% 1.0900% 1.2400%
Next $15 billion 0.4160% 0.6160% 1.1260% 0.7660% 0.8960% 1.0460% 1.1960%
Next $25 billion 0.3690% 0.5690% 1.0790% 0.7190% 0.8490% 0.9990% 1.1490%
Next $50 billion 0.3420% 0.5420% 1.0520% 0.6920% 0.8220% 0.9720% 1.1220%
Next $150 billion 0.3390% 0.5390% 1.0490% 0.6890% 0.8190% 0.9690% 1.1190%
Thereafter 0.3380% 0.5380% 1.0480% 0.6880% 0.8180% 0.9680% 1.1180%
Schedule B
Investment Category Assignments
American Century Variable Portfolios II, Inc.
Series Category Applicable Fee
VP Inflation Schedule Number
Protection Fund Bond Funds 1
Schedule C
Complex Fee Schedules
Complex Assets Fee Rate
First $2.5 billion 0.3100%
Next $7.5 billion 0.3000%
Next $15.0 billion 0.2985%
Next $25.0 billion 0.2970%
Next $25.0 billion 0.2870%
Next $25.0 billion 0.2800%
Next $25.0 billion 0.2700%
Next $25.0 billion 0.2650%
Next $25.0 billion 0.2600%
Next $25.0 billion 0.2550%
Thereafter 0.2500%
Class Class
Series I II
VP Inflation Protection Fund Yes Yes
