American Century Government Income Trust
American Century Government Income Trust
Page 1
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as
of the 1st day of August, 2004 by and between AMERICAN CENTURY GOVERNMENT INCOME
TRUST, a Massachusetts business trust and registered investment company (the
"Company"), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware
corporation (the "Investment Manager").
WHEREAS, the Company has adopted an Amended and Restated Multiple Class
Plan dated as of September 3, 2002 (as the same may be amended from time to
time, the "Multiple Class Plan"), pursuant to Rule 18f-3 of the Investment
Company Act of 1940, as amended (the "Investment Company Act");
WHEREAS, the Multiple Class Plan establishes one or more classes of
shares for each series of shares of the Company;
WHEREAS, the parties hereto have agreed to a revised methodology for
calculation of the rate at which the Management Fee is payable hereunder for
each series and each class of each series of shares of the Company;
WHEREAS, the revised methodology will result in the same or lower
Management Fees than those that are currently in place for each series and each
class of each series of shares of the Company; and
WHEREAS, the parties hereto desire to enter into this Agreement (i) to
arrange for investment management services to be provided by the Investment
Manager for all series and classes of shares issued by the Company; and (ii) to
reflect the revisions to the Management Fee calculation agreed to by the Board
of Directors of the Company and the Investment Manager.
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 series of shares of the Company contemplated as
of the date hereof, and such subsequent series of shares as the Company
shall select the Investment Manager to manage. In such capacity, the
Investment Manager shall maintain a continuous investment program for
each such series, determine what securities shall be purchased or sold
by each series, 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.
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 Declaration of Trust of the Company as amended from time
to time;
(d) the By-Laws 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 Trustees (collectively, the "Board of Directors", and each
Trustee individually a "Director") 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 series of the Company's shares that it shall manage, other than
interest, taxes, brokerage commissions, portfolio insurance, extraordinary
expenses, the fees and expenses of those Directors who are not "interested
persons" as defined in 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 series that the Investment
Manager 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 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. At least
60 days' prior written notice of the intent to impose such fee must be
given to the shareholders of the affected series.
6. Management Fees.
(a) In consideration of the services provided by the Investment
Manager, each class of a series of shares of the Company shall
pay to the Investment Manager a management fee that is
calculated as described in this Section 6 using the fee
schedules described herein.
(b) Definitions
(1) An "Investment Team" is the Portfolio Managers that
the Investment Manager has designated to manage a
given portfolio.
(2) An "Investment Strategy" is the processes and
policies implemented by the Investment Manager for
pursuing a particular investment objective managed by
an Investment Team.
(3) A "Primary Strategy Portfolio" is each series of the
Company, 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 of the
Company
(4) 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 of the Company
(5) An "Investment Category" for a series of the Company
is the group to which the series 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
series of the Company appear in Schedule B to this
Agreement. The assets in each of the Investment
Categories ("Investment Category Assets") is
determined as follows:
a) 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
that invest primarily in debt securities and
are subject to Rule 2a-7 under the
Investment Company Act.
b) 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.
c) 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.
(6) The "Per Annum Investment Category Fee Dollar Amount"
for a series is the dollar amount resulting from
applying the applicable Investment Category Fee
Schedule for the series of the Company (as shown on
Schedule A) using the applicable Investment Category
Assets.
(7) The "Per Annum Investment Category Fee Rate" for a
series of the Company is the percentage rate that
results from dividing the Per Annum Investment
Category Fee Dollar Amount for the series by the
applicable Investment Category Assets for the series.
(8) The "Complex Assets" is the sum of the assets in all
of the Primary Strategy Portfolios.
(9) The "Per Annum Complex Fee Dollar Amount" for a class
of a series of the Company 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.
(10) The "Per Annum Complex Fee Rate" for a class of a
series of the Company is the percentage rate that
results from dividing the Per Annum Complex Fee
Dollar Amount for the class of a series by the
Complex Assets.
(11) The "Per Annum Management Fee Rate" for a class of a
series of the Company is the sum of the Per Annum
Investment Category Fee Rate applicable to the series
and the Per Annum Complex Fee Fee Rate applicable to
the class of the series.
(c) Daily Management Fee Calculation. For each calendar day, each
class of each series of shares of the Company 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).
(d) Monthly Management Fee Payment. On the first business day of
each month, each class of each series of shares of the Company
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.
(e) 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 or classes, as appropriate, the
Applicable Fee and such other terms and conditions as are
applicable to the management of such series of shares.
7. 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, as to each series of the Company,
at least annually (i) by the Board of Directors of the Company or by
the vote of a majority of the outstanding voting securities of the
Company, and (ii) 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.
8. Termination. This Agreement may be terminated, with respect to any
series, 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 series, 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 such series on 60 days' written notice to the
Investment Manager.
9. 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.
10. 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.
11. 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.
12. 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 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.
13. Use of the Names "American Century" and "Xxxxxx." The name "American
Century" and all rights to the use of the names "American Century" and "Xxxxxx"
are the exclusive property of American Century Services Corporation ("ACSC"), an
affiliate of the Investment Manager. ACSC has consented to, and granted a
non-exclusive license for, the use by the Company and their respective series of
the names "American Century" and "Xxxxxx" in the name of the Company and any
series of shares thereof. Such consent and non-exclusive license may be revoked
by ACSC in its discretion if ACSC, the Investment Manager, or a subsidiary or
affiliate of either of them is not employed as the investment manager 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" or "Xxxxxx"
shall cease using the name "American Century" or "Xxxxxx", unless otherwise
consented to by ACSC or any successor to its interest in such names.
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.
Attest: AMERICAN CENTURY GOVERNMENT INCOME TRUST
Xxxxxxx X. Xxxxxxxxxxx Xxxxxxx X. Xxxxx
Assistant Secretary President
Attest: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
Charles C.S. Park Xxxx Xxxxxx
Secretary Senior Vice President and Chief Investment Officer
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American Century
Schedule A: Investment Category Fee Schedules
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American Century Government Income Trust
Schedule A: Category Fee Schedules
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Schedule A
Investment Category Fee Schedules
Money Market Funds
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Rate Schedules
Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 4
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First $1 billion 0.2500% 0.2700% 0.3500% 0.2300%
Next $1 billion 0.2070% 0.2270% 0.3070% 0.1870%
Next $3 billion 0.1660% 0.1860% 0.2660% 0.1460%
Next $5 billion 0.1490% 0.1690% 0.2490% 0.1290%
Next $15 billion 0.1380% 0.1580% 0.2380% 0.1180%
Next $25 billion 0.1375% 0.1575% 0.2375% 0.1175%
Thereafter 0.1370% 0.1570% 0.2370% 0.1170%
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Bond Funds
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Rate Schedules
Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6
---------------------- --------------- --------------- --------------- --------------- --------------- --------------
---------------------- --------------- --------------- --------------- --------------- --------------- --------------
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425%
====================== =============== =============== =============== =============== =============== ==============
Equity Funds
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Rate Schedules
Category Assets Schedule 1 Schedule 2
-------------------------- ----------------------- -----------------------
-------------------------- ----------------------- -----------------------
First $1 billion 0.5200% 0.7200%
Next $5 billion 0.4600% 0.6600%
Next $15 billion 0.4160% 0.6160%
Next $25 billion 0.3690% 0.5690%
Next $50 billion 0.3420% 0.5420%
Next $150 billion 0.3390% 0.5390%
Thereafter 0.3380% 0.5380%
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American Century
Schedule B: Complex Fee Schedules
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American Century Government Income Trust
Schedule B: Investment Category Assignments
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Schedule B
Investment Category Assignments
American Century Government Income Trust
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Series Category Applicable Fee
Schedule Number
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Capital Preservation Fund Money Market Funds 1
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Government Agency Money Market Fund Money Market Funds 1
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Short-Term Government Fund Bond Funds 3
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Government Bond Fund Bond Funds 1
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Xxxxxx Mae Fund Bond Funds 3
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Inflation-Adjusted Bond Fund Bond Funds 1
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American Century Government Income Trust
Schedule C: Complex Fee Schedules
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Schedule C
Complex Fee Schedules
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Rate Schedules
Complex Assets Advisor Class Institutional Class All Other Classes
----------------------------------------- ------------------------ ------------------------ ------------------------
----------------------------------------- ------------------------ ------------------------ ------------------------
First $2.5 billion 0.0600% 0.1100% 0.3100%
Next $7.5 billion 0.0500% 0.1000% 0.3000%
Next $15.0 billion 0.0485% 0.0985% 0.2985%
Next $25.0 billion 0.0470% 0.0970% 0.2970%
Next $25.0 billion 0.0370% 0.0870% 0.2870%
Next $25.0 billion 0.0300% 0.0800% 0.2800%
Next $25.0 billion 0.0200% 0.0700% 0.2700%
Next $25.0 billion 0.0150% 0.0650% 0.2650%
Next $25.0 billion 0.0100% 0.0600% 0.2600%
Next $25.0 billion 0.0050% 0.0550% 0.2550%
Thereafter 0.0000% 0.0500% 0.2500%
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