EXHIBIT 99.d2
American Century Capital Portfolios, Inc.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 13th day of
December, 2005, by and between AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., a
Maryland corporation (hereinafter called the "Company"), and AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called the
"Investment Manager").
WHEREAS, the Investment Manager is registered as an investment advisor with
the Securities and Exchange Commission;
WHEREAS, THE COMPANY is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered its shares for public offering under the Securities Act of
1933, as amended; and
WHEREAS, the Company is authorized to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares of the Company, including those Funds
listed on Schedule A hereto.
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 series of shares of the Company
contemplated as of the date hereof, and each class of each subsequent
series of shares as the Company 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 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. In performing its duties hereunder, the Investment Manager
will manage the portfolio of all classes of shares of a particular series
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 1940 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; and
(f) the registration statement(s) of the Company, as amended from time to
time, filed under the Securities Act of 1933 and the 1940 Act.
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American Century Capital Portfolios, Inc.
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 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 class of each series of the Company's shares that it shall manage
other than interest, taxes, brokerage commissions, extraordinary expenses,
the fees and expenses of those directors who are not "interested persons"
as defined in the 1940 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 1940 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 series of the
Company's shares 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 series, 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 class and series.
6. MANAGEMENT FEES.
(a) In consideration of the services provided by the Investment Manager,
each class of each series of shares of the Company managed by the
Investment Manager 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 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.
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American Century Capital Portfolios, Inc.
(4) A "SECONDARY STRATEGY PORTFOLIO" of a series of the Company 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 series of the Company
is calculated by dividing the net assets of the series by the sum
of the Primary Strategy Portfolios that share a common Investment
Strategy.
(6) The "SECONDARY STRATEGY ASSETS" of a series of the Company is the
sum of the net assets of the series' Secondary Strategy
Portfolios multiplied by the series' Secondary Strategy Share
Ratio.
(7) The "INVESTMENT STRATEGY ASSETS" of a series of the Company is
the sum of the net assets of the series and the series' 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 series
of the Company using the Investment Strategy Assets.
(9) The "PER ANNUM FEE RATE" for a class of a series of the Company
is the percentage rate that results from dividing the Per Annum
Fee Dollar Amount for the class of a series by the Investment
Strategy Assets of the series.
(c) DAILY MANAGEMENT FEE CALCULATION. For each calendar day, each class of
each series of shares set forth on Schedule A shall accrue a fee
calculated by multiplying the Per Annum 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 set forth on Schedule A
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
of the Company 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 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
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American Century Capital Portfolios, Inc.
approval of the Board of Directors of the Company, including a majority of
the Independent Directors, and the shareholders of the Company.
8. CONTINUATION OF AGREEMENT. This Agreement shall continue in effect until
July 31, 2006, unless sooner terminated as hereinafter provided, and shall
continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the Board of
Directors of the Company (including a majority of those Directors who are
not parties hereto or interested persons of any such party) cast in person
at a meeting called for the purpose of voting on the approval of the terms
of such renewal, or by the vote of a majority of the outstanding class of
voting securities of each series. 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 ninety (90) days prior to July 31
of each applicable year, notwithstanding the fact that more than three
hundred sixty-five (365) days may have elapsed since the date on which such
approval was last given.
9. TERMINATION. This Agreement may be terminated by the Investment Manager at
any time without penalty upon giving the Company 60 days' written notice,
and may be terminated 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 each class of each series 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 1940 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 1940 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 1940 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.
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
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American Century Capital Portfolios, Inc.
use by the Company of the name "American Century" in the name of the
Company and any series of shares thereof. 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 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" 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 executed
by their respective duly authorized officers as of the day and year first above
written.
AMERICAN CENTURY INVESTMENT MANAGEMENT, AMERICAN CENTURY CAPITAL PORTFOLIOS,
INC. INC.
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxx X. Xxxxx
------------------------------------- -------------------------------------
Xxxxxxx X. Xxxxxxxxxxx Xxxx X. Xxxxx
Senior Vice President Vice President
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AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. Schedule A: Fee Schedules
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SCHEDULE A
FEE SCHEDULES
=================== ====================== ==============================================================
INVESTMENT STRATEGY
SERIES ASSETS FEE SCHEDULE BY CLASS
=================== ====================== --------------------------------------------------------------
INVESTOR ADVISOR INSTITUTIONAL R
=================== ====================== ============= ================= ================== ===========
Mid Cap Value All Assets 1.000% 0.750% 0.800% 1.000%
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