MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 1st day
of March, 2010, by and between AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.,
a Maryland corporation (hereinafter called the “Company”), and AMERICAN
CENTURY GLOBAL 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 has
approved this Agreement as it relates to each series of shares of the
Company set forth on Schedule A attached hereto (the “Funds”).
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 adopted by the Company as amended from
time to time; 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 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. Management Fees.
(a) In consideration of the services provided by the Investment
Manager, each class of each Fund shall pay to the Investment Manager
a management fee that is calculated as described in this Section 6
using the fee schedules set forth on Schedule A.
(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 Fund, as well as any
other series of any other registered investment company for which
the Investment Manager, or an affiliated investment advisor,
serves as the investment manager and for which American Century
Investment Services, Inc. serves as the distributor.
(4) A “Secondary Strategy Portfolio” of a Fund is another
account managed by the Investment Manager that is managed by the
same Investment Team but is not a Primary Strategy Portfolio.
(5) The “Secondary Strategy Share Ratio” of a Fund is calculated
by dividing the net assets of the Fund by the sum of the net assets
of the Primary Strategy Portfolios that share a common Investment
Strategy.
(6) The “Secondary Strategy Assets” of a Fund is the sum of the
net assets of the Fund’s Secondary Strategy Portfolios multiplied by
the Fund’s Secondary Strategy Share Ratio.
(7) The “Investment Strategy Assets” of a Fund is the sum of the
net assets of the Fund and the Fund’s Secondary Strategy Assets.
(8) The “Per Annum Fee Dollar Amount” is the dollar amount
resulting from applying the applicable Fee Schedule for a class of
a Fund using the Investment Strategy Assets.
(9) The “Per Annum Fee Rate” for a class of a Fund is the percentage
rate that results from dividing the Per Annum Fee Dollar Amount for
the class of a Fund by the Investment Strategy Assets of the Fund.
(c) Daily Management Fee Calculation. For each calendar day, each
class of each Fund shall accrue a fee calculated by multiplying the
Per Annum Fee Rate for that class by 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 Fund 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 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
and/or classes, or, in the alternative, enter into a separate
management agreement that relates specifically to such series
and/or classes 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 until March 1, 2012, 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 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 the date on which it would otherwise
terminate in 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 such 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
has 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be amended and restated as of the day and year first above
written.
American Century Global American Century World Mutual
Investment Management, Inc. Funds, Inc.
/s/Xxxxx X. Xxxxxxxxxx /s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx
Vice President Senior Vice President
Schedule A
Fee Schedules
Fee Schedule by Class
Series Investment A C R
Strategy Assets
International Discovery Fund
First $500 million n/a 1.750% 1.750%
Next $500 million n/a 1.400% 1.400%
Over $1 billion n/a 1.200% 1.200%
International Opportunities Fund
First $250 million 2.000% 2.000% 2.000%
Next $250 million 1.800% 1.800% 1.800%
Over $500 million 1.600% 1.600% 1.600%
