MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 16th day
of July, 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 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 A attached hereto (the “Funds”).
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. Services.
(a) 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 portfolios of all classes of shares of a particular Fund as
a single portfolio.
(b) 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 not include
those activities and expenses that are primarily intended to result in
the sale of additional shares.
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 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.
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 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.
6. Fees.
(a) Investment Management Fee. No Fund or Fund class shall pay to the
Investment Manager a fee for the investment management services rendered
hereunder.
(b) 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 administrative fee that is calculated as described
in this Section 6 using the fee schedule set forth on Schedule A.
(c) 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).
(d) 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.
(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, 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. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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 above written.
American Century Investment American Century Asset Allocation
Management, Inc. Portfolios, Inc.
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Vice President Senior Vice President
Schedule A
Fee Schedules
Administrative Fee Schedule by Class
Fund Inves- Institu-
tor tional A R
LIVESTRONG 2015 Portfolio 0.20% 0.00% 0.20% 0.20%
LIVESTRONG 2020 Portfolio 0.20% 0.00% 0.20% 0.20%
LIVESTRONG 2025 Portfolio 0.20% 0.00% 0.20% 0.20%
LIVESTRONG 2030 Portfolio 0.20% 0.00% 0.20% 0.20%
LIVESTRONG 2035 Portfolio 0.20% 0.00% 0.20% 0.20%
LIVESTRONG 2040 Portfolio 0.20% 0.00% 0.20% 0.20%
LIVESTRONG 2045 Portfolio 0.20% 0.00% 0.20% 0.20%
LIVESTRONG 2050 Portfolio 0.20% 0.00% 0.20% 0.20%
LIVESTRONG Income Portfolio 0.20% 0.00% 0.20% 0.20%
One Choice Portfolio: Very Conservative 0.00% n/a n/a n/a
One Choice Portfolio: Conservative 0.00% n/a n/a n/a
One Choice Portfolio: Moderate 0.00% n/a n/a n/a
One Choice Portfolio: Aggressive 0.00% n/a n/a n/a
One Choice Portfolio: Very Aggressive 0.00% n/a n/a n/a
