EXHIBIT 99.d
AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 29th day of July,
2005, 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").
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 series of shares of the Company
contemplated as of the date hereof, 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
series, determine what securities shall be purchased or sold by each
series (including the allocation of each series' 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 portfolio of all classes of shares of a particular series 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;
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AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
(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; 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 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 class of each series of the Company's shares that it shall manage
other than interest, taxes, brokerage commissions, extraordinary expenses,
the fees and expenses of those directors who are not "interested persons"
as defined in the 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
class of each series of the Company's shares 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 series, 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 class and series.
6. FEES.
(a) INVESTMENT MANAGEMENT FEE. No class or series of the Company 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 series of
shares of the Company managed by the Investment Manager 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 series of shares set forth on Schedule A shall accrue an
administrative fee calculated by
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AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
multiplying the Per Annum 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 series of shares set forth on Schedule A
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
of the Company 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 class, the Fee Schedule for each and such other
terms and conditions as are applicable to the management of such
series 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 of
the Company, including a majority of the Independent Directors, and the
shareholders of the Company.
8. 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 at least annually (a) by the Board of Directors of
the Company or by the vote of a majority of the outstanding class of voting
securities of each series and (b) 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.
9. TERMINATION. This Agreement may be terminated by the Investment Manager at
any time without penalty upon giving the Company 60 days' written notice,
and may be terminated 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 each class of each series on 60 days' written notice to the
Investment Manager.
10. 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.
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
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AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
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 series of shares of the Company managed by the Investment
Manager.
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 series of shares
thereof. 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 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"
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 as of the day and year first above
written.
Attest: AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------- ---------------------------------------
XXXX X. XXXXXXXX XXXXXXX X. XXXXXXXXXXX
Secretary Vice President
Attest: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxx
--------------------------------------- ---------------------------------------
XXXX X. XXXXXXXX XXXXXXX X. XXXXX
Secretary President
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AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC. SCHEDULE A: FEE SCHEDULES
----------------------------------------------------------------------------------------
SCHEDULE A
FEE SCHEDULES
----------------------------------------- ----------------------------------------------
ADMINISTRATIVE FEE SCHEDULE BY CLASS
----------------------------------------- ---------- ------------- ---------- ----------
SERIES INVESTOR INSTITUTIONAL ADVISOR R
----------------------------------------- ---------- ------------- ---------- ----------
My Retirement 2015 Portfolio 0.20% 0.00% 0.20% 0.20%
----------------------------------------- ---------- ------------- ---------- ----------
My Retirement 2025 Portfolio 0.20% 0.00% 0.20% 0.20%
----------------------------------------- ---------- ------------- ---------- ----------
My Retirement 2035 Portfolio 0.20% 0.00% 0.20% 0.20%
----------------------------------------- ---------- ------------- ---------- ----------
My Retirement 2045 Portfolio 0.20% 0.00% 0.20% 0.20%
----------------------------------------- ---------- ------------- ---------- ----------
My Retirement 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
----------------------------------------- ---------- ------------- ---------- ----------
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