American Century Variable Portfolios II, Inc. MANAGEMENT AGREEMENT
This
MANAGEMENT AGREEMENT
(“Agreement”) is made as of the 1st day of
August, 2008 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:
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1.
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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.
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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
By-Laws of the Company as amended from time to
time;
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(e)
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the
Multiple Class Plan; 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 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
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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 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.
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6.
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Management
Fees.
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(a)
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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.
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(b)
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Definitions
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(1)
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An
“Investment Team”
is the Portfolio Managers that the Investment Manager has
designated to manage a given
portfolio.
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(2)
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An
“Investment
Strategy” is the processes and policies implemented by the
Investment Manager for pursuing a particular investment objective managed
by an Investment Team.
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(3)
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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.
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(4)
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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.
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(5)
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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:
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a)
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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
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that invest primarily in debt securities and are subject to Rule
2a-7 under the Investment Company Act.
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b)
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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.
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c)
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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.
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(6)
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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.
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(7)
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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.
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(8)
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The
“Complex Assets”
is the sum of the assets in all of the Primary Strategy
Portfolios.
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(9)
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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.
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(10)
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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.
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(11)
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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.
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(c)
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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).
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(d)
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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.
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(e)
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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.
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7.
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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, 2009, 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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8.
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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 such Fund on 60 days’ written notice
to the Investment Manager.
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9.
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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 having the
meaning defined in Section 2(a)(4) of the Investment Company
Act.
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10.
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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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11.
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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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12.
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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 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
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Agreement shall be deemed to constitute a separate agreement
between the Investment Manager and each Fund.
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13.
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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 executed by their respective duly
authorized officers as of the day and year first written above.
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American
Century Investment Management, Inc.
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American
Century Variable Portfolios II, Inc.
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/s/ ▇▇▇▇ ▇.
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/s/ ▇▇▇▇▇▇▇ ▇.
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▇▇▇▇
▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇
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Vice
President
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Senior
Vice President
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Page
5
American Century Variable Portfolios
II,
Inc. Schedule
A: Category Fee Schedules
Schedule
A
Investment
Category Fee Schedules
Money
Market Funds
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Rate
Schedules
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Category
Assets
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Schedule
1
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Schedule
2
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Schedule
3
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Schedule
4
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First
$1 billion
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0.2500%
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0.2700%
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0.3500%
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0.2300%
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Next
$1 billion
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0.2070%
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0.2270%
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0.3070%
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0.1870%
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Next
$3 billion
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0.1660%
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0.1860%
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0.2660%
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0.1460%
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Next
$5 billion
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0.1490%
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0.1690%
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0.2490%
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0.1290%
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Next
$15 billion
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0.1380%
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0.1580%
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0.2380%
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0.1180%
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Next
$25 billion
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0.1375%
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0.1575%
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0.2375%
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0.1175%
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Thereafter
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0.1370%
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0.1570%
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0.2370%
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0.1170%
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Bond
Funds
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Rate
Schedules
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Category
Assets
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Schedule
1
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Schedule
2
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Schedule
3
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Schedule
4
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Schedule
5
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Schedule
6
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Schedule
7
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Schedule
8
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First
$1 billion
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0.2800%
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0.3100%
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0.3600%
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0.6100%
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0.4100%
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0.6600%
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0.3800%
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0.4600%
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Next
$1 billion
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0.2280%
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0.2580%
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0.3080%
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0.5580%
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0.3580%
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0.6080%
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0.3280%
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0.4080%
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Next
$3 billion
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0.1980%
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0.2280%
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0.2780%
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0.5280%
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0.3280%
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0.5780%
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0.2980%
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0.3780%
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Next
$5 billion
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0.1780%
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0.2080%
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0.2580%
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0.5080%
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0.3080%
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0.5580%
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0.2780%
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0.3580%
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Next
$15 billion
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0.1650%
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0.1950%
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0.2450%
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0.4950%
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0.2950%
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0.5450%
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0.2650%
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0.3450%
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Next
$25 billion
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0.1630%
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0.1930%
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0.2430%
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0.4930%
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0.2930%
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0.5430%
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0.2630%
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0.3430%
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Thereafter
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0.1625%
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0.1925%
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0.2425%
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0.4925%
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0.2925%
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0.5425%
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0.2625%
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0.3425%
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Equity
Funds
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Rate
Schedules
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Category
Assets
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Schedule
1
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Schedule
2
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Schedule
3
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Schedule
4
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Schedule
5
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First
$1 billion
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0.5200%
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0.7200%
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1.2300%
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0.8700%
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1.0000%
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Next
$5 billion
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0.4600%
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0.6600%
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1.1700%
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0.8100%
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0.9400%
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Next
$15 billion
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0.4160%
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0.6160%
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1.1260%
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0.7660%
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0.8960%
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Next
$25 billion
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0.3690%
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0.5690%
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1.0790%
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0.7190%
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0.8490%
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Next
$50 billion
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0.3420%
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0.5420%
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1.0520%
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0.6920%
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0.8220%
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Next
$150 billion
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0.3390%
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0.5390%
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1.0490%
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0.6890%
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0.8190%
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Thereafter
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0.3380%
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0.5380%
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1.0480%
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0.6880%
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0.8180%
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Page A-1
American Century Variable Portfolios
II,
Inc.
Schedule B: Investment Category Assignments
Schedule
B
Investment
Category Assignments
American
Century Variable Portfolios II, Inc.
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Series
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Category
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Applicable
Fee Schedule Number
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VP
Inflation Protection Fund
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Bond
Funds
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1
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Page B-1
American Century Variable Portfolios
II, Inc.
Schedule C: Complex Fee Schedules
Schedule
C
Complex
Fee Schedules
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Complex
Assets
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Fee
Rate
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First
$2.5 billion
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0.3100%
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Next
$7.5 billion
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0.3000%
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Next
$15.0 billion
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0.2985%
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Next
$25.0 billion
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0.2970%
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Next
$25.0 billion
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0.2870%
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Next
$25.0 billion
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0.2800%
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Next
$25.0 billion
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0.2700%
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Next
$25.0 billion
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0.2650%
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Next
$25.0 billion
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0.2600%
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Next
$25.0 billion
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0.2550%
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Thereafter
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0.2500%
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Series
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Class
I
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Class
II
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Ø VP
Inflation Protection Fund
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Yes
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Yes
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Page C-1