AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
MANAGEMENT AGREEMENT
Institutional 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 Institutional Class of each series of shares of
the Companies contemplated as of the date hereof, and the Institutional
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
Institutional 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 Institutional 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). The Investment Manager will
provide the Companies with all physical facilities and personnel
required to carry on the business of the Institutional 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 Institutional 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 Institutional 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 Institutional
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 Institutional 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 Institutional
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 Institutional 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.
Attest: AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
/s/Xxxxxxx X. Xxxx /s/Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxx Xxxxx X. Xxxxxx
Secretary President and Chief Executive Officer
Attest: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
/s/Xxxxxxx X. Xxxxx /s/Xxxxxx X. Puff
Xxxxxxx X. Xxxxx Xxxxxx X. Puff
Secretary President
Exhibit A
Registered Investment Companies Subject to Management Agreement
--------------------------------------------------------------------------------- ----------------------------------
Registered Investment Company/Institutional Class Funds Date
American Century Quantitative Equity Funds
American Century Equity Growth Fund August 1, 1997
American Century Income & Growth Fund 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 INVESTMENT AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
MANAGEMENT, INC.
/s/Xxxxxx X. Puff /s/Xxxxx X. Xxxxxx
Xxxxxx X. Puff Xxxxx X. Xxxxxx
President President and Chief Executive Officer
Exhibit B
Series Investment Categories
----------------------------------------- --------------------------------------
Investment Category Series
----------------------------------------- --------------------------------------
Equity Funds American Century Equity Growth Fund
American Century Income & Growth Fund
----------------------------------------- --------------------------------------
Dated: August 1, 1997
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY QUANTITATIVE
MANAGEMENT, INC. EQUITY FUNDS
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: 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 Income & Growth Fund
------------------------------------------------------------------
Next $15 billion 0.4160%
Next $25 billion 0.3690%
Next $50 billion 0.3420%
Next $150 billion 0.3390%
Thereafter 0.3380%
Dated: August 1, 1997
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY QUANTITATIVE
MANAGEMENT, INC. EQUITY FUNDS
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 D
Complex Fee Schedule
Complex Assets Fee Rate
-------------- --------
First $2.5 billion 0.1100%
Next $7.5 billion 0.1000%
Next $15.0 billion 0.0985%
Next $25.0 billion 0.0970%
Next $50.0 billion 0.0960%
Next $100.0 billion 0.0950%
Next $100.0 billion 0.0940%
Next $200.0 billion 0.0930%
Next $250.0 billion 0.0920%
Next $500.0 billion 0.0910%
Thereafter 0.0900%
Dated: August 1, 1997
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY QUANTITATIVE
MANAGEMENT, INC. EQUITY FUNDS
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
