American Century Asset Allocation Portfolios, Inc.









                                   MANAGEMENT AGREEMENT



     THIS  MANAGEMENT  AGREEMENT  ("Agreement")  is  made  as of the  1st day of

August, 2006, 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 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 A

attached hereto (the "Funds").



     WHEREAS,  the parties  hereto now desire to amend and restate the Agreement

to reflect the effective date of the agreement.



     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 class of each Fund. 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,

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.



     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

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