MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 8th day of
May, 1997, by and between AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., a Maryland
corporation (hereinafter called the "Corporation"), 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. INVESTMENT MANAGEMENT SERVICES. The Investment Manager shall
supervise the investments of the American Century Real Estate Fund ("ACRE")
series of shares of the Corporation. 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 ACRE, determine
what securities shall be purchased or sold by ACRE, secure and evaluate such
information as it deems proper and take whatever action is necessary of
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 ACRE 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: (1) the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and any rules and regulations promulgated thereunder;
(2) any other applicable provisions of law; (3) the Articles of Incorporation of
the Corporation as amended from time to time; (4) the Bylaws of the Corporation
as amended from time to time; (5) the Multiple Class Plan adopted by the
Corporation and dated as of September 3, 1996, as amended from time to time (the
"Multiple Class Plan"); and (6) the registration statement(s) of the
Corporation, 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 Corporation, its executive committee, or any committee or
officers of the Corporation acting under the authority of the Board of
Directors.
4. PAYMENT OF EXPENSES. The Investment Manager will pay all of the
expenses of ACRE, 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 the Master Distribution and Shareholder Services
Plan adopted by the Corporation and dated September 3, 1996. The Investment
Manager will provide the Corporation with all physical facilities and personnel
required to carry on the business of ACRE, 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 Corporation, 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 ACRE, such fee to be retained by the Corporation 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 ACRE.
6. MANAGEMENT FEES.
(a) In consideration of the services provided by the Investment
Manager, each class of shares of ACRE shall pay to the Investment Manager a per
annum management fee (hereinafter, the "Applicable Fee") as follows:
Name of Class Applicable Fee Rate
------------- -------------------
Investor Class 1.20 %
Institutional Class 1.00 %
Advisor Class 1.450%
Service Class .950%
(b) On the first business day of each month, each class of shares of
ACRE shall pay the management fee at the rate specified by subparagraph (a) of
this paragraph 6 to the Investment Manager for the previous month. The fee for
the previous month shall be calculated by multiplying the Applicable Fee by the
aggregate average daily closing value of the net assets of each class during the
previous month, and further multiplying that product by a fraction, the
numerator of which shall be the number of days in the previous month, and the
denominator of which shall be 365 (366 in leap years).
(c) In the event that the Board of Directors of the Corporation 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
Corporation and the Investment Manager may enter into an Addendum to this
Agreement setting forth the name of the series, the Applicable Fee 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 ACRE. 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 Corporation, including a majority of the
Independent Directors, and the shareholders of the Corporation.
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
Corporation or by the vote of a majority of the outstanding voting securities of
ACRE and (b) by the vote of a majority of the directors of the Corporation, 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 Corporation 60 days' written
notice, and may be terminated at any time without penalty by the Board of
directors of the Corporation or by vote of a majority of the outstanding voting
securities of ACRE 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 Corporation), 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 Corporation or to any
shareholder of the Corporation 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
ACRE.
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 Services Corporation ("ACSC"). ACSC has consented to, and
granted a non-exclusive license for, the use by the Corporation of the name
"American Century" in the name of the Corporation 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 adviser of each series of
shares of the Corporation. In the event of such revocation, the Corporation and
each series of shares thereof using the name "American Century" shall cease
using the name "American Century", unless otherwise consented to by ACSC 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.
AMERICAN CENTURY CAPITAL AMERICAN CENTURY INVESTMENT
PORTFOLIOS, INC. MANAGEMENT, INC.
By:/s/Xxxxx X. Xxxxxxx III By:/s/Xxxxx X. Xxxxxxx III
Name: Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III
Title: President Title: President
Attest:/s/Xxxxxxx X. Xxxxx Attest:/s/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Secretary Title: Secretary
