MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement"), is made as of the 1st day of
August, 1997, by and between AMERICAN CENTURY PREMIUM RESERVES, INC., a Maryland
corporation (hereinafter called the "Corporation"), and AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called the
"Investment Manager").
WHEREAS, the parties hereto desire to enter into this Agreement to
arrange for investment management services to be provided by Investment Manager
for all series of shares issued by the Corporation.
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 Corporation
contemplated as of the date hereof, and such subsequent series of shares as the
Corporation shall select the Investment Manager to manage. 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 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: (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; and (5) the registration statements 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 each series of the Corporation's shares that it shall manage, other
than interest, taxes, brokerage commissions, extraordinary expenses and the fees
and expenses of those directors who are not "interested person" as defined in
Investment Company Act (hereinafter referred to as the "Independent Directors")
(including counsel fees). The Investment Manager will provide the Corporation
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 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 one or more of the series, 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 (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 series of shares of the Corporation managed by the Investment
Manager shall pay to the Investment Manager a per annum management fee
(hereinafter, the "Applicable Fee"), as follows:
Name of Series Applicable Fee
-------------- --------------
American Century - Xxxxxx Premium Government Reserve Fund 0.45%
American Century - Xxxxxx Premium Capital Reserve Fund 0.45%
American Century - Xxxxxx Premium Bond Fund 0.45%
(b) On the first business day of each month, each series of shares
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 for such
series by the aggregate average daily closing value of the series' net assets
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 of shares for which it is proposed that
the Investment Manager serve as investment manager, the Corporation and the
Investment Manager shall 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 the Corporation. 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
the Corporation, 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 the Corporation 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
each series of shares of the Corporation managed by the Investment Manager.
14. Use of the Names "American Century", "Twentieth Century", and
"Xxxxxx". The names "American Century", "Twentieth Century", and "Xxxxxx" and
all rights to the use of the names "American Century", "Twentieth Century", and
"Xxxxxx" are the exclusive property of American Century Services Corporation
and/or its affiliate, Xxxxxx Management Corporation (collectively, "ACSC"). ACSC
has consented to, and granted a non-exclusive license for, the use by the
Corporation of the names "American Century", "Twentieth Century", and "Xxxxxx"
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 names "American Century", "Twentieth Century", or "Xxxxxx"
shall cease using the names "American Century", "Twentieth 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 above written.
AMERICAN CENTURY PREMIUM AMERICAN CENTURY INVESTMENT
RESERVES, 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
