AMERICAN BEACON FUNDS AMERICAN BEACON MILEAGE FUNDS AMERICAN BEACON SELECT FUNDS AMERICAN BEACON MASTER TRUST MANAGEMENT AGREEMENT
Exhibit (d)(i)(A)
AMERICAN BEACON FUNDS
AMERICAN BEACON MILEAGE FUNDS
AMERICAN BEACON SELECT FUNDS
AMERICAN BEACON MASTER TRUST
AMERICAN BEACON MILEAGE FUNDS
AMERICAN BEACON SELECT FUNDS
AMERICAN BEACON MASTER TRUST
This Agreement is made as of September 12, 2008, by and between the American Beacon Funds, the
American Beacon Mileage Funds, the American Beacon Select Funds and the American Beacon Master
Trust, each a Massachusetts business trust (each, a “Trust”), on behalf of each Fund of a Trust
listed on Schedule A hereto, as may be amended from time to time (each, a “Fund”), and American
Beacon Advisors, Inc., a Delaware corporation (“Manager”).
WHEREAS, each Trust is registered under the Investment Company Act of 1940, as amended (“1940
Act”), as an open-end management investment company consisting of one or more separate Funds, each
having its own assets and investment objective(s), policies and restrictions; and
WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act
of 1940, as amended (“Advisers Act”); and
WHEREAS, each Trust desires to retain the Manager to provide investment advisory and portfolio
management services to each Fund pursuant to the terms and provisions of this Agreement, and the
Manager is willing to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is
agreed between the parties hereto as follows:
1. Appointment. Each Trust hereby appoints the Manager to serve as the investment
adviser of the Trust and each Fund for the period and on the terms set forth in this Agreement.
The Manager accepts such appointment and agrees to render the services herein set forth for
compensation as set forth on Schedule A. In the performance of its duties, the Manager will act in
the best interests of each Trust and each Fund and will perform its duties hereunder for each Trust
and each Fund in conformity with (a) applicable laws and regulations, including, but not limited
to, the 1940 Act and the Advisers Act, (b) the terms of this Agreement, (c) the investment
objectives, policies and restrictions of each applicable Fund as stated in each Trust’s currently
effective registration statement under the Securities Act of 1933, as amended, and the 1940 Act,
(d) each Trust’s Declaration of Trust and Bylaws; and (e) such other guidelines as the Board of
Trustees of the Trusts (the “Board”) reasonably may establish or approve. The Manager will be an
independent contractor and will have no authority to act for or represent a Trust or Fund in any
way or otherwise be deemed to be an agent of a Trust or Fund unless expressly authorized in this
Agreement or in another appropriate written format.
2. Duties of the Manager.
(a) Investment Program. Subject to supervision by the Board, the Manager will provide
a continuous investment program for each Fund and shall determine what securities and other
investments will be purchased, retained, sold or loaned by each Fund and what portion of such
assets will be invested or held uninvested as cash. The Manager will exercise full discretion and
act for each Fund in the same manner and with the same force and effect as such Fund itself might
or could do with respect to purchases, sales, or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of such purchases, sales or
other transactions. The Manager will be responsible for preserving the confidentiality of
information concerning the holdings, transactions, and business activities of each Trust and each
Fund in conformity with the requirements of the 1940 Act, other applicable laws and regulations,
and any policies that are approved by the Board.
(b) Securities Lending Activities. The Manager shall provide the following services
with respect to securities lending activities on behalf of each Fund that engages in such
activities: (i) assist the securities lending agent for each such Fund (the “Agent”) to determine
which securities are available for loan, (ii) monitor the Agent’s activities to ensure that
securities loans are effected in accordance with Manager’s instructions and in accordance with
applicable procedures and guidelines adopted by the Board, (iii) prepare appropriate periodic
reports for, and seek appropriate periodic approvals from, the Board with respect to securities
lending activities, (iv) respond to Agent inquiries concerning Agent’s activities, and (v) such
other related duties as may be necessary or appropriate.
(c) Exercise of Rights. The Manager, unless and until otherwise directed by the
Board, will exercise all rights of security holders with respect to securities held by each Fund,
including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming
securities; acting as a claimant in class action litigation (including litigation with respect to
securities previously held), and exercising rights in the context of a bankruptcy or other
reorganization.
(d) Execution of Transactions and Selection of Broker Dealers. The Manager shall be
responsible for effecting transactions for each Fund and selecting brokers or dealers to execute
such transactions for each Fund. In the selection of brokers or dealers (which may include brokers
or dealers affiliated with the Manager) and the placement of orders for the purchase and sale of
portfolio investments for each Fund, the Manager shall use its best efforts to obtain for each Fund
the best execution available, except to the extent that it may be permitted to pay higher brokerage
commissions for brokerage or research services as described below. In using its best efforts to
obtain the best execution available, the Manager, bearing in mind each Fund’ best interests at all
times, shall consider all factors it deems relevant, including by way of illustration, price, the
size of the transaction, the nature of the market for the security, the amount of the commission,
the timing of the transaction taking into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer involved and the quality of execution
and research services provided by the broker or dealer. Subject to such policies as the Board may
determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of its having caused a
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Fund to pay a broker or dealer that provides brokerage or research services to the Manager an
amount of commission for effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that transaction if the
Manager determines in good faith that such amount of commission is reasonable in relation to the
value of the brokerage or research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Manager’s overall responsibilities with respect to such
Fund and to other clients of the Manager as to which the Manager exercises investment discretion.
Each Trust hereby agrees that any entity or person associated with the Manager which is a member of
a national securities exchange is authorized to effect any transaction on such exchange for the
account of a Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as
amended, and the Trusts hereby consent to the retention of compensation for such transactions.
(e) Reports to the Board. Upon request, the Manager shall provide to the Board such
analyses and reports as may be required by law or otherwise reasonably required to fulfill its
responsibilities under this Agreement.
(f) Delegation of Authority. Any of the duties specified in this Paragraph 2 with
respect to one or more Funds may be delegated by the Manager, at the Manager’s expense to an
appropriate party, including an affiliated party (“Subadviser”), subject to such approval by the
Board and shareholders of the applicable Fund to the extent required by the 0000 Xxx. The
retention of one or more Subadvisers by the Manager pursuant to this Paragraph 2(f) shall in no way
reduce the obligations of the Manager under this Agreement and the Manager shall be responsible to
each Trust for all acts or omissions of each Subadviser in connection with the performance of the
Manager’s duties under this Agreement. In connection with the delegation of responsibilities to a
Subadviser, the Manager shall:
| (i) | Oversee the performance of delegated functions by each Subadviser and furnish the Board with periodic reports concerning the performance of delegated responsibilities by the Subadviser; | ||
| (ii) | Allocate the portion of the assets of a Fund to be managed by one or more Subadvisers for such fund and coordinate the activities of all Subadvisers; | ||
| (iii) | If appropriate, recommend changes in a Subadviser or the addition of a Subadviser, subject to the necessary approvals under the 1940 Act; and | ||
| (iv) | Be responsible for compensating the Subadviser in the manner specified in its agreement with the Subadviser. |
3. Services Not Exclusive. The services furnished by the Manager hereunder are not to
be deemed exclusive and the Manager shall be free to furnish similar services to others so long as
its services under this Agreement are not impaired thereby. Nothing in this Agreement shall limit
or restrict the right of any director, officer or employee of the Manager, who may also be a
Trustee, officer, or employee of a Trust, to engage in any other business or to devote his or
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her time and attention in part to the management or other aspects of any other business, whether of
a similar or dissimilar nature.
4. Compliance with Rule 38a-1. The Manager shall maintain policies and procedures
that are reasonably designed to prevent violations of the federal securities laws, and shall employ
personnel to administer the policies and procedures who have the requisite level of skill and
competence required to effectively discharge its responsibilities. The Manager shall also provide
the Trusts’ chief compliance officer with periodic reports regarding its compliance with the
federal securities laws, and shall promptly provide special reports in the event of any material
violation of the federal securities laws.
5. Books and Records. The Manager will maintain all accounts, books and records with
respect to each Fund as are required pursuant to the 1940 Act and Advisers Act and the rules
thereunder. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager
hereby agrees that all records which it maintains for each Trust are the property of that Trust and
further agrees to surrender promptly to the Trust any of such records upon a Trust’s request. The
Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940 Act.
6. Expenses of the Manager and the Trusts. During the term of this Agreement, each
Fund will bear all fees and expenses not specifically waived, assumed or agreed to be paid by the
Manager and incurred in its operations and the offering of its shares. Expenses borne by each Fund
will include, but not be limited to, the following (or each Fund’ proportionate share of the
following): brokerage commissions and issue and transfer taxes relating to securities purchased or
sold by the Fund or any losses incurred in connection therewith; expenses of organizing the Fund;
filing fees and expenses relating to the registration and qualification of the Fund’ shares under
federal or state securities laws and maintaining such registrations and qualifications;
distribution and service fees; fees and salaries payable to the Trustees and officers of a Trust
who are not officers, directors/trustees, partners or employees of the Manager or its affiliates;
taxes (including any income or franchise taxes) and governmental fees; costs of any liability,
uncollectible items of deposit and other insurance (including directors’ and officers’ errors and
omissions insurance) or fidelity bonds; any costs, expenses or losses arising out of any liability
of or claim for damage or other relief asserted against a Trust or Fund for violation of any law;
legal, accounting and auditing expenses, including legal fees of counsel to the Trusts or any Fund
for services rendered to a Trust or the Fund and legal fees of special counsel for the independent
trustees; charges of custodians, transfer agents, proxy voting services and expenses relating to
proxy solicitation and tabulation services and services of other agents; costs of preparing share
certificates; expenses of printing and mailing prospectuses and supplements thereto for
shareholders, reports and statements to shareholders and proxy materials; all expenses incidental
to holding shareholder and Board meetings; costs incurred for any pricing or valuation services;
any expenses of the Manager resulting from new services necessitated by regulatory or legal changes
affecting mutual funds occurring after the date of this Agreement; any extraordinary expenses
(including fees and disbursements of counsel) incurred by a Trust or Fund; and fees and other
expenses incurred in connection with membership in investment company organizations.
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7. Compensation. For the services provided and the expenses assumed pursuant to this
Agreement with respect to each Fund, each Trust will pay the Manager, effective from the date of
this Agreement, a fee which is computed daily and paid monthly from each Fund’ assets at the annual
rates as percentages of that Fund’ average daily net assets as set forth in the attached Schedule
A, which Schedule can be modified from time to time to reflect changes in annual rates or the
addition or deletion of a Fund from the terms of this Agreement, subject to appropriate approvals
required by the 1940 Act. If this Agreement becomes effective or terminates with respect to any
Fund before the end of any month, the fee for the period from the effective date to the end of the
month or from the beginning of such month to the date of termination, as the case may be, shall be
prorated according to the proportion that such period bears to the full month in which such
effectiveness or termination occurs.
8. Limitation of Liability of the Manager. The Manager shall not be liable for any
error of judgment or mistake of law or for any loss suffered by a Trust or any Fund in connection
with the matters to which this Agreement relate except a loss resulting from the willful
misfeasance, bad faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement. Any person, even
though also an officer, partner, employee, or agent of the Manager, who may be or become an
officer, Board member, employee or agent of a Trust shall be deemed, when rendering services to a
Trust or acting in any business of a Trust, to be rendering such services to or acting solely for a
Trust and not as an officer, partner, employee, or agent or one under the control or direction of
the Manager even though paid by it.
9. Duration and Termination.
(a) Effectiveness. This Agreement shall become effective upon the date hereinabove
written, provided that, with respect to a Fund, this Agreement shall not take effect unless it has
first been approved, to the extent required by the 1940 Act (i) by a vote of a majority of those
members of the Board who are not parties to this Agreement or interested persons of any such party
(“Independent Board Members”) cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by an affirmative vote of a majority of the outstanding voting securities of
such Fund.
(b) Renewal. Unless sooner terminated as provided herein, this Agreement shall
continue in effect for two years from the above written date, except that with respect to any new
Fund, this Agreement will continue in effect for two years from the date the Fund is added to this
Agreement. Thereafter, if not terminated, this Agreement shall continue automatically for
successive periods of twelve months each from the date of this Agreement, and for new Fund for
successive periods of twelve months once the initial two year term has passed, provided that such
continuance is specifically approved at least annually in conformity with the requirements of the
1940 Act.
(c) Termination. Notwithstanding the foregoing, with respect to any Fund, this
Agreement may be terminated at any time by vote of the Board, including a majority of the
Independent Board Members, or by vote of a majority of the outstanding voting securities of such
Fund on 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to
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the Manager. The Manager may at any time terminate this Agreement on 60 days’ written notice
delivered or mailed by registered mail, postage prepaid, to a Trust. This Agreement automatically
and immediately will terminate in the event of its assignment. Termination of this Agreement
pursuant to this Paragraph 9(c) shall be without the payment of any penalty. Termination of this
Agreement with respect to a given Fund shall not affect the continued validity of this Agreement or
the performance thereunder with respect to any other Fund.
10. Amendments. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought, and no material amendment of
this Agreement as to a given Fund shall be effective until approved by the Board and such Fund
shareholders to the extent required by the 1940 Act.
11. Name of Trusts. Each Trust or any Fund may use the name “American Beacon Funds,”
“American Beacon Mileage Funds,” “American Beacon Select Funds,” or “American Beacon Master Trust”
for only so long as this Agreement or any extension, renewal or amendment hereof remains in effect,
including any similar agreement with any organization which shall have succeeded to the business of
the Manager. At such time as such an agreement shall no longer be in effect, a Trust and each Fund
will (to the extent that it lawfully can) cease to use any name derived from American Beacon
Advisors, Inc. or any successor organization.
12. Trust and Shareholder Liability. The Manager is hereby expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that
obligations assumed by a Trust pursuant to this Agreement shall be limited in all cases to a Trust
and its assets, and if the liability relates to one or more Fund, the obligations hereunder shall
be limited to the respective assets of that Fund. The Manager further agrees that they shall not
seek satisfaction of any such obligation from the shareholders or any individual shareholder of the
Fund, nor from the Trustees or any individual Trustee of a Trust.
13. Non-Binding Agreement. This Agreement is executed by each Trust’s Trustees and/or
officers in their capacities as Trustees and/or officers and the obligations of this Agreement are
not binding upon any of them or the shareholders individually; rather, they are binding only upon
the assets and property of that Trust.
14. Governing Law. This Agreement shall be construed in accordance with the laws of
the State of Texas, without giving effect to the conflicts of laws principles thereof, and in
accordance with the 1940 Act. To the extent that the applicable laws of the State of Texas
conflict with the applicable provisions of the 1940 Act, the latter shall control.
15. Definitions. As used in this Agreement, the terms “majority of the outstanding
voting securities,” “interested person,” and “assignment” shall have the same meanings as such
terms have in the 1940 Act.
16. Entire Agreement. This Agreement embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior amendments and understandings relating to the
subject matter hereof.
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17. Notices. All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trusts (attention: Secretary) or the
Manager (attention: General Counsel]) (or to such other address or contact as shall be designated
by a Trust or the Manager in a written notice to the other party) in person or by registered or
certified mail or a private mail or delivery service providing the sender with notice of receipt.
Notice shall be deemed to be given on the date delivered or mailed in accordance with this
Paragraph 17.
18. Force Majeure. The Manager shall not be liable for delays or errors occurring by
reason of circumstances beyond its control, including but not limited to acts of civil or military
authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot, or failure of communication or power supply. In the event of equipment
breakdowns beyond its control, the Manager shall take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
19. Severability. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors.
20. The 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of
special or general application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
21. Headings. The headings in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the day and year first above written.
| AMERICAN BEACON FUNDS AMERICAN BEACON MILEAGE FUNDS AMERICAN BEACON SELECT FUNDS AMERICAN BEACON MASTER TRUST |
||||
| By: | ||||
| Xxxxxxxx X. Xxxxx | ||||
| Vice President and Secretary | ||||
| AMERICAN BEACON ADVISORS, INC. |
||||
| By: | ||||
| Xxxxxxx X. Xxxxx | ||||
| Chairman | ||||
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SCHEDULE A
I. Management Fees
As compensation pursuant to Paragraph 7 of the Management Agreement for services rendered
pursuant to such Agreement (other than the securities lending services set forth in Paragraph 2(b)
of the Agreement, the American Beacon Funds shall pay to the Manager a fee, computed daily and paid
monthly, at the following annual rates as a percentage of each Fund’s average daily net assets
plus (with respect to those Funds listed in subsection (1) immediately below) all fees
payable by the Manager with respect to such Funds pursuant to agreements entered into with
Subadvisers pursuant to Paragraph 2(f) of the Management Agreement:
(1) |
Balanced Fund | 0.05% | ||
| Emerging Markets Fund | 0.05% | |||
| Enhanced Income Fund | 0.05% | |||
| High Yield Bond Fund | 0.05% | |||
| International Equity Fund | 0.05% | |||
| International Equity Index Fund | 0.05% | |||
| Large Cap Growth Fund | 0.05% | |||
| Large Cap Value Fund | 0.05% | |||
| Mid-Cap Value Fund | 0.05% | |||
| S&P 500 Index Fund | 0.05% | |||
| Small Cap Index Fund | 0.05% | |||
| Small Cap Value Fund | 0.05% | |||
| Small Cap Value Opportunity Fund | 0.05% | |||
| Treasury Inflation Protected Securities Fund | 0.05% | |||
(2) |
Money Market Fund | 0.09% | ||
| U.S. Government Money Market Fund | 0.09% | |||
| Intermediate Bond Fund | 0.20% | |||
| Short-Term Bond Fund | 0.20% |
To the extent and for such periods of time that a Fund invests all of its investable assets
(i.e., securities and cash) in another registered investment company pursuant to a master-feeder
arrangement, then such Fund will not pay the Manager a fee pursuant to the schedule set forth
immediately above.
B. American Beacon Mileage Funds
As compensation pursuant to Paragraph 7 of the Management Agreement for services rendered
pursuant to that Agreement (other than the securities lending services set forth in Paragraph 2(b)
of that Agreement), the American Beacon Mileage Funds shall pay to the Manager, computed daily and
paid monthly, at the following annual rates as percentages of each Fund’s average daily net assets:
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Money Market Fund |
0.09 | % |
To the extent and for such periods of time that a Fund invests all of its investable assets
(i.e., securities and cash) in another registered investment company pursuant to a master-feeder
arrangement, then such Fund shall not pay the Manager a fee pursuant to the schedule set forth
immediately above.
C. American Beacon Select Funds
As compensation pursuant to Paragraph 7 of the Management Agreement for services rendered
pursuant to that Agreement (other than the securities lending services set forth in Paragraph 2(b)
of that Agreement), the American Beacon Select Funds shall pay to the Manager a fee, computed daily
and paid monthly, at the following annual rates as a percentage of each Fund’s average daily net
assets:
Money Market Select Fund |
0.09 | % | ||
U.S. Government Money Market Select Fund |
0.09 | % |
To the extent and for such periods that a Fund invests all of its investable assets (i.e.,
securities and cash) in another registered investment company pursuant to a master-feeder
arrangement, then such Fund shall not pay the Manager a fee pursuant to the schedule set forth
immediately above.
D. American Beacon Master Trust
As compensation pursuant to Paragraph 7 of the Management Agreement for services rendered
pursuant to that Agreement (other then the securities lending services set forth in Paragraph 2(b)
of that Agreement), the American Beacon Master Trust shall pay to the Manager a fee, computed daily
and paid monthly, at the following annual rates as a percentage of each Fund’s average daily net
assets:
Money Market Portfolio |
0.09 | % | ||
U.S. Government Money Market Portfolio |
0.09 | % |
II. Securities Lending Fees
As compensation for services provided by the Manager in connection with securities lending
activities of each Fund of a Trust, a lending Fund shall pay to the Manager, with respect to cash
collateral posted by borrowers, a fee of up to 25% of the net monthly interest income (the gross
interest income earned by the investment of cash collateral, less the amount paid to borrowers as
well as related expenses) from such activities and, with respect to loan fees paid by borrowers
when a borrower posts collateral other than cash, a fee up to 25% of such loan fees.
Dated: September 12, 2008
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