EXHIBIT (d)(2)
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 28th day of May,
2008, 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, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered its shares for public offering under the Securities Act of
1933, as amended; and
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 has approved the
Agreement as it relates to each series of shares of the Company set forth on
Schedule A attached hereto (the "Funds") ; and
WHEREAS, the Company is authorized to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares of the Company, including the four
recently created funds, LIVESTRONG 2020 Portfolio, LIVESTRONG 2030 Portfolio,
LIVESTRONG 2040 Portfolio, and LIVESTRONG 2050 Portfolio; and
WHEREAS, the initial shareholder of each of the Funds, as well as a
majority of those members of the Board of Trustees of the Company (collectively
the "Board of Directors," and each Trustee independently a "Director") who are
not "interested persons" as defined in the Investment Company Act of 1940
(hereinafter referred to as the "Independent Directors") has approved the
Agreement as it relates to each of 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 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 portfolio 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
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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; 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
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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 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
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,
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 and shall continue in effect for
each Fund for a period of two years from the execution hereof, 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
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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.
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 each 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 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 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.
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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 above
written.
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. AMERICAN CENTURY ASSET ALLOCATION
PORTFOLIOS, INC.
/s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------------- ----------------------------------
Xxxx X. Xxxxx XXXXXXX X. XXXXXXXXXXX
Vice President Senior Vice President
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AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC. Schedule A: Fee Schedules
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SCHEDULE A
FEE SCHEDULES
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ADMINISTRATIVE FEE SCHEDULE BY CLASS
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SERIES INVESTOR INSTITUTIONAL ADVISOR R
--------------------------- --------- ----------------- ----------- ------------
--------------------------- --------- ----------------- ----------- ------------
LIVESTRONG 2020 Portfolio 0.20% 0.00% 0.20% 0.20%
--------------------------- --------- ----------------- ----------- ------------
--------------------------- --------- ----------------- ----------- ------------
LIVESTRONG 2030 Portfolio 0.20% 0.00% 0.20% 0.20%
--------------------------- --------- ----------------- ----------- ------------
--------------------------- --------- ----------------- ----------- ------------
LIVESTRONG 2040 Portfolio 0.20% 0.00% 0.20% 0.20%
--------------------------- --------- ----------------- ----------- ------------
--------------------------- --------- ----------------- ----------- ------------
LIVESTRONG 2050 Portfolio 0.20% 0.00% 0.20% 0.20%
--------------------------- --------- ----------------- ----------- ------------
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