MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 1st day of
August, 2009 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 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 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 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.
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;
(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, 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 that it shall manage, 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 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 of Directors.
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 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 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 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 and/or classes, as appropriate, the Applicable Fee 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 or classes of shares.
7. 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.
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 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
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.
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 executed
by their respective duly authorized officers to be effective as of the
day and year first written above.
AMERICAN CENTURY AMERICAN CENTURY STRATEGIC
INVESTMENT MANAGEMENT, INC. VARIABLE 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
Schedule
Category Assets 1 2 3 4
First $1 billion 0.25% 0.27% 0.35% 0.23%
Next $1 billion 0.21% 0.23% 0.31% 0.19%
Next $3 billion 0.17% 0.19% 0.27% 0.15%
Next $5 billion 0.15% 0.17% 0.25% 0.13%
Next $15 billion 0.14% 0.16% 0.24% 0.12%
Next $25 billion 0.14% 0.16% 0.24% 0.12%
Thereafter 0.14% 0.16% 0.24% 0.12%
Bond Funds
Schedule
Category Assets 1 2 3 4 5 6 7 8 9
First $1 billion 0.28% 0.31% 0.36% 0.61% 0.41% 0.66% 0.38% 0.46% 0.44%
Next $1 billion 0.23% 0.26% 0.31% 0.56% 0.36% 0.61% 0.33% 0.41% 0.39%
Next $3 billion 0.20% 0.23% 0.28% 0.53% 0.33% 0.58% 0.30% 0.38% 0.36%
Next $5 billion 0.18% 0.21% 0.26% 0.51% 0.31% 0.56% 0.28% 0.36% 0.34%
Next $15 billion 0.17% 0.20% 0.25% 0.50% 0.30% 0.55% 0.27% 0.35% 0.33%
Next $25 billion 0.16% 0.19% 0.24% 0.49% 0.29% 0.54% 0.26% 0.34% 0.32%
Thereafter 0.16% 0.19% 0.24% 0.49% 0.29% 0.54% 0.26% 0.34% 0.32%
Equity Funds
Schedule
Category Assets 1 2 3 4 5 6 7
First $1 billion 0.52% 0.72% 1.23% 0.87% 1.00% 1.15% 1.30%
Next $5 billion 0.46% 0.66% 1.17% 0.81% 0.94% 1.09% 1.24%
Next $15 billion 0.42% 0.62% 1.13% 0.77% 0.90% 1.05% 1.20%
Next $25 billion 0.37% 0.57% 1.08% 0.72% 0.85% 1.00% 1.15%
Next $50 billion 0.34% 0.54% 1.05% 0.69% 0.82% 0.97% 1.12%
Next $150 billion 0.34% 0.54% 1.05% 0.69% 0.82% 0.97% 1.12%
Thereafter 0.34% 0.54% 1.05% 0.69% 0.82% 0.97% 1.12%
Schedule B
Investment Category Assignments
American Century Variable Portfolios II, Inc.
Series Category Applicable Fee Schedule Number
VP Inflation
Protection Fund Bond Funds 1
Schedule C
Complex Fee Schedules
Complex Assets Fee Rate
First $2.5 billion 0.31%
Next $7.5 billion 0.30%
Next $15.0 billion 0.30%
Next $25.0 billion 0.30%
Next $25.0 billion 0.29%
Next $25.0 billion 0.28%
Next $25.0 billion 0.27%
Next $25.0 billion 0.27%
Next $25.0 billion 0.26%
Next $25.0 billion 0.26%
Thereafter 0.25%
Series Class Class
I II
VP Inflation
Protection Fund Yes Yes
