AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
MANAGEMENT AGREEMENT
Advisor Class
This MANAGEMENT AGREEMENT is made and entered into by and between the
registered investment companies listed on Exhibit A to this Agreement (the
"Companies"), as of the dates noted on such Exhibit A, and American Century
Investment Management, Inc., a Delaware corporation (the "Investment Manager").
WHEREAS, the Companies have adopted a Multiple Class Plan dated as of
August 1, 1997, (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"); and
WHEREAS, the Multiple Class Plan establishes three classes of shares of
certain series of shares of the Companies: the Investor Class, the Institutional
Class and the Advisor Class; and
WHEREAS, the sole class of shares issued by each series of shares of
the Companies prior to the adoption of the Multiple Class Plan has been
designated as the Investor Class, the investment management services for which
are provided by the Investment Manager pursuant to that certain Management
Agreement dated as of August 1, 1997 and its predecessors; and
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 Advisor Class of each series of shares of the
Companies contemplated as of the date hereof, and the Advisor Class of
such subsequent series of shares as the Companies shall select the
Investment Manager to manage. In such capacity, the Investment Manager
shall maintain a continuous investment program for the Advisor Class of
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. In
performing its duties hereunder, the Investment Manager will manage the
portfolio of all classes 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 Investment Company Act and any rules and regulations
promulgated thereunder;
(b) any other applicable provisions of law;
(c) the Declaration of Trust or Articles of Incorporation
applicable to each of the Companies as amended from time to
time;
(d) the By-Laws of the Companies as amended from time to time; and
(e) The Multiple Class Plan; and
(f) the registration statement of the Companies, 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 or Board of Directors (collectively, the "Board of
Directors") of the Companies, its executive committee, or any committee
or officers of the Companies acting under the authority of the Board of
Directors.
4. Payment Of Expenses. The Investment Manager will pay all of the
expenses of the Advisor Class of each series of the Companies' shares
that it shall manage, other than interest, taxes, brokerage
commissions, portfolio insurance, extraordinary expenses and the fees
and expenses of those Directors who are not "interested persons" as
defined in 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 the Master Distribution and Shareholder Services Plan
dated as of August 1, 1997. The Investment Manager will provide the
Companies with all physical facilities and personnel required to carry
on the business of the Advisor Class 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, the Advisor Class of each series of shares of the
Companies managed by the Investment Manager shall pay to the
Investment Manager a per annum management fee (hereinafter,
the "Applicable Fee"). The calculation of the Applicable Fee
for the Advisor Class of a series is performed as follows:
(i) Each series is assigned to one of three categories
based on its overall investment objective
("Investment Category"). The Investment Category
assignments appear in Exhibit B to this Agreement.
(ii) Each series is assigned a fee schedule within its
Investment Category in Exhibit C to this Agreement.
The Investment Category assets managed by the
Investment Manager determines the first component of
a series' fee. This fee is referred to as the
"Investment Category Fee". The determination of the
Investment Category assets is as follows:
a) Money Market Fund Category. The assets which
are used to determine the fee for this
Investment Category is the sum of the assets
of all of the open-end investment company
series which invest primarily in debt
securities, are subject to Rule 2a-7 under
the 1940 Act, managed by the Investment
Manager and distributed to the public by
American Century Investment Services, Inc.
b) Bond Fund Category. The assets which are
used to determine the fee for this
Investment Category is the sum the assets of
all of the open-end investment company
series which invest primarily in debt
securities, are not subject to Rule 2a-7
under the 1940 Act, are managed by the
Investment Manager and are distributed to
the public by American Century Investment
Services, Inc.
c) Equity Fund Category. The assets which are
used to determine the fee for this
Investment Category is the sum the assets of
all of the open-end investment company
series which invest primarily in equity
securities, are managed by the Investment
Manager and are distributed to the public by
American Century Investment Services, Inc.
(iii) A fee which is based on the total assets in all of
the Investment Categories is determined by the
schedule which appears in Exhibit D. This fee is
referred to as the series' "Complex Fee".
(iv) The Applicable Fee for a series is the sum of the
Investment Category Fee and the Complex Fee.
(v) The assets which are used to compute the Applicable
Fee shall be the assets of all of the open-end
investment companies managed by the Investment
Manager. Any exceptions to this requirement shall be
approved by the Board of Directors of the Companies.
(b) On the first business day of each month, the Advisor Class of
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 a Company shall
determine to issue an Advisor Class of 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, 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
Companies, at least annually (i) by the Board of Directors of the
Companies or by the vote of a majority of the outstanding Advisor Class
voting securities of the Companies, and (ii) by the vote of a majority
of the Directors of the Companies, 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 appropriate 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 a Company or by vote of a majority of the
outstanding Advisor Class 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 1940 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 trustee, officer or
employee of a 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 Companies or to any shareholder of the Companies 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 1940 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 1940 Act, this
Agreement shall be deemed to constitute a separate agreement between
the Investment Manager and each series of shares of the Companies
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
Companies and their respective series of the names "American Century"
and "Xxxxxx" in the name of the Companies 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 Companies. In the event of such
revocation, the Companies 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
indicated on Exhibit A.
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
Attest: AMERICAN CENTURY TARGET MATURITIES TRUST
/*/Xxxxxxx X. Xxxx /*/Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxx Xxxxx X. Xxxxxx
Secretary President and Chief Executive Officer
Attest: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
/*/Xxxxxxx X. Xxxxx /*/Xxxxxx X. Puff
Xxxxxxx X. Xxxxx Xxxxxx X. Puff
Secretary President
Exhibit A
Registered Investment Companies Subject to Management Agreement
--------------------------------------------------------------- --------------
Registered Investment Company and Advisor Class Funds Date
--------------------------------------------------------------- --------------
American Century Government Income Trust
Xxxxxx GNMA Fund August 1, 1997
Xxxxxx Government Agency Money Market Fund August 1, 1997
Xxxxxx Intermediate-Term Treasury Fund August 1, 1997
Benham Long-Term Treasury Fund August 1, 1997
Xxxxxx Short-Term Government Fund August 1, 1997
Xxxxxx Short-Term Treasury Fund August 1, 1997
American Century International Bond Funds
Xxxxxx International Bond Fund August 1, 1997
American Century Investment Trust
Xxxxxx Prime Money Market Fund June 1, 1998
American Century Quantitative Equity Funds
American Century Equity Growth Fund August 1, 1997
American Century Global Gold Fund August 1, 1997
American Century Global Natural Resources Fund August 1, 1997
American Century Income & Growth Fund August 1, 1997
American Century Small Capitalization Quantitative Fund July 1, 1998
American Century Utilities Fund August 1, 1997
American Century Target Maturities Trust
Xxxxxx Target Maturities Trust: 2000 August 1, 1997
Xxxxxx Target Maturities Trust: 2005 August 1, 1997
Xxxxxx Target Maturities Trust: 2010 August 1, 1997
Xxxxxx Target Maturities Trust: 2015 August 1, 1997
Xxxxxx Target Maturities Trust: 2020 August 1, 1997
Xxxxxx Target Maturities Trust: 2025 August 1, 1997
--------------------------------------------------------------- --------------
By executing this Exhibit A, each Fund executes the Management Agreement to
which it is attached and all of its Exhibits and amendments as of the date
specified above.
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
MANAGEMENT, INC. AMERICAN CENTURY TARGET MATURITIES TRUST
/*/Xxxxxx X. Puff /*/Xxxxxxx X. Xxxx
Xxxxxx X. Puff Xxxxxxx X. Xxxx
President Secretary
Exhibit B
Series Investment Categories
----------------------------------------- ---------------------------------------------------------
Investment Category Series
----------------------------------------- ---------------------------------------------------------
Money Market Funds Xxxxxx Government Agency Money Market Fund
Xxxxxx Prime Money Market Fund
Bond Funds Xxxxxx GNMA Fund
Xxxxxx Intermediate-Term Treasury Fund
Xxxxxx International Bond Fund
Benham Long-Term Treasury Fund
Xxxxxx Short-Term Government Fund
Xxxxxx Short-Term Treasury Fund
Xxxxxx Target Maturities Trust: 2000
Xxxxxx Target Maturities Trust: 2005
Xxxxxx Target Maturities Trust: 2010
Xxxxxx Target Maturities Trust: 2015
Xxxxxx Target Maturities Trust: 2020
Xxxxxx Target Maturities Trust: 2025
Equity Funds American Century Equity Growth Fund
American Century Global Gold Fund
American Century Global Natural Resources Fund
American Century Income & Growth Fund
American Century Small Capitalization Quantitative Fund
American Century Utilities Fund
----------------------------------------- ---------------------------------------------------------
Dated: June 1, 1998
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC. AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
As executed on behalf of the above in As executed on behalf of the above in
Exhibit A by Exhibit A by
Xxxxxx X. Puff Xxxxx X. Xxxxxx
President President and Chief Executive Officer
Exhibit C
Investment Category Fee Schedules: Money Market Funds
Schedule 1
------------------------------------------------------------------
Category Assets Fee Rate Schedule 1 Funds:
First $1 billion 0.2500% Xxxxxx Government Agency Money Market Fund
-------------------------- -------- ------------------------------------------------------------------
Next $1 billion 0.2070%
Next $3 billion 0.1660%
Next $5 billion 0.1490%
Next $15 billion 0.1380%
Next $25 billion 0.1375%
Thereafter 0.1370%
Schedule 2
------------------------------------------------------------------
Category Assets Fee Rate Schedule 2 Funds:
First $1 billion 0.2700% NONE
-------------------------- -------- ------------------------------------------------------------------
Next $1 billion 0.2270%
Next $3 billion 0.1860%
Next $5 billion 0.1690%
Next $15 billion 0.1580%
Next $25 billion 0.1575%
Thereafter 0.1570%
Schedule 3
------------------------------------------------------------------
Category Assets Fee Rate Schedule 3 Funds:
First $1 billion 0.3700% Xxxxxx Prime Money Market Fund
-------------------------- -------- ------------------------------------------------------------------
Next $1 billion 0.3270%
Next $3 billion 0.2860%
Next $5 billion 0.2690%
Next $15 billion 0.2580%
Next $25 billion 0.2575%
Thereafter 0.2570%
Category Fee Schedules: Bond Funds
Schedule 1
------------------------------------------------------------------
Category Assets Fee Rate Schedule 1 Funds:
First $1 billion 0.2800% Xxxxxx Short-Term Treasury Fund
Next $1 billion 0.2280% Xxxxxx Intermediate-Term Treasury Fund
Next $3 billion 0.1980% Benham Long-Term Treasury Fund
------------------------------------------------------------------
Next $5 billion 0.1780%
Next $15 billion 0.1650%
Next $25 billion 0.1630%
Thereafter 0.1625%
Schedule 2
------------------------------------------------------------------
Category Assets Fee Rate Schedule 2 Funds:
First $1 billion 0.3100% NONE
-------------------------- -------- ------------------------------------------------------------------
Next $1 billion 0.2580%
Next $3 billion 0.2280%
Next $5 billion 0.2080%
Next $15 billion 0.1950%
Next $25 billion 0.1930%
Thereafter 0.1925%
Schedule 3
------------------------------------------------------------------
Category Assets Fee Rate Schedule 3 Funds:
First $1 billion 0.3600% Xxxxxx GNMA Fund
Next $1 billion 0.3080% Xxxxxx Short-Term Government Fund
Next $3 billion 0.2780% Xxxxxx Target Maturities Trust: 2000
Next $5 billion 0.2580% Xxxxxx Target Maturities Trust: 2005
Next $15 billion 0.2450% Xxxxxx Target Maturities Trust: 2010
Next $25 billion 0.2430% Xxxxxx Target Maturities Trust: 2015
Thereafter 0.2425% Xxxxxx Target Maturities Trust: 2020
Xxxxxx Target Maturities Trust: 2025
------------------------------------------------------------------
Category Fee Schedules: Bond Funds
(continued)
Schedule 4
------------------------------------------------------------------
Category Assets Fee Rate Schedule 4 Funds:
First $1 billion 0.6100% Xxxxxx International Bond Fund
-------------------------- ------------------------------------------------------------------
Next $1 billion 0.5580%
Next $3 billion 0.5280%
Next $5 billion 0.5080%
Next $15 billion 0.4950%
Next $25 billion 0.4930%
Thereafter 0.4925%
Category Fee Schedules: Equity Funds
Schedule 1
------------------------------------------------------------------
Category Assets Fee Rate Schedule 1 Funds:
First $1 billion 0.5200% American Century Equity Growth Fund
Next $5 billion 0.4600% American Century Global Gold Fund
Next $15 billion 0.4160% American Century Global Natural Resources Fund
Next $25 billion 0.3690% American Century Income & Growth Fund
Next $50 billion 0.3420% American Century Utilities Fund
Next $150 billion 0.3390%
------------------------------------------------------------------
Thereafter 0.3380%
Schedule 2
------------------------------------------------------------------
Category Assets Fee Rate Schedule 2 Funds:
First $1 billion 0.7200% American Century Small Capitalization
Next $5 billion 0.6600% Quantitative Fund
------------------------------------------------------------------
Next $15 billion 0.6160%
Next $25 billion 0.5690%
Next $50 billion 0.5420%
Next $150 billion 0.5390%
Thereafter 0.5380%
Dated: June 1, 1998
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
As executed on behalf of the above in As executed on behalf of the above in
Exhibit A by Exhibit A by
Xxxxxx X. Puff Xxxxxxx X. Xxxx
President Secretary
Exhibit D
Complex Fee Schedule
Complex Assets Fee Rate
-------------- --------
First $2.5 billion 0.0600%
Next $7.5 billion 0.0500%
Next $15.0 billion 0.0485%
Next $25.0 billion 0.0470%
Next $50.0 billion 0.0460%
Next $100.0 billion 0.0450%
Next $100.0 billion 0.0440%
Next $200.0 billion 0.0430%
Next $250.0 billion 0.0420%
Next $500.0 billion 0.0410%
Thereafter 0.0400%
Dated: June 1, 1998
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC. AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
As executed on behalf As executed on behalf
of the above in of the above in
Exhibit A by Exhibit A by
Xxxxxx X. Puff Xxxxxxx X. Xxxx
President Secretary
