INTERIM MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is effective as of
the 16th day of February, 2010 by and between AMERICAN CENTURY
TARGET MATURITIES TRUST, a Massachusetts business trust and registered
investment company (the “Company”), and AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC., a Delaware corporation (the “Investment Manager”).
WHEREAS, a majority of those members of the Board of Trustees
of the Company (collectively, the “Board of Directors”, and each Trustee
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 B 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 Fund. In such capacity, the Investment
Manager shall maintain a continuous investment program for each such 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.
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 of the Company as amended from time to time;
(d) the By-Laws 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 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 the expenses
of each class of each Fund that it shall manage, other than interest, taxes,
brokerage commissions, portfolio insurance, 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 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 of Directors.
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,
each class of a Fund shall pay to the Investment Manager a management fee
that is calculated as described in this Section 6 using the fee schedules
described herein.
(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 serves as the investment manager and for which American Century
Investment Services, Inc. serves as the distributor; provided, however,
that a registered investment company that invests its assets exclusively
in the shares of other registered investment companies shall not be a Primary
Strategy Portfolio. Any exceptions to the above requirements shall be
approved by the Board of Directors.
(4) A “Secondary Strategy Portfolio” is another account managed by
the Investment Manager that is managed by the same Investment Team as that
assigned to manage any Primary Strategy Portfolio that shares the same board
of directors or board of trustees as the Company. Any exceptions to this
requirement shall be approved by the Board of Directors.
(5) An “Investment Category” for a Fund is the group to which the Fund
is assigned for determining the first component of its management fee. Each
Primary Strategy Portfolio is assigned to one of the three Investment
Categories indicated below. The Investment Category assignments for the
Funds appear in Schedule B to this Agreement. The amount of assets in
each of the Investment Categories (“Investment Category Assets”) is
determined as follows:
a) Money Market Fund Category Assets. The assets which are used to
determine the fee for this Investment Category is the sum of the assets
of all of the Primary Strategy Portfolios and Secondary Strategy
Portfolios that invest primarily in debt securities and are subject
to Rule 2a-7 under the Investment Company Act.
b) Bond Fund Category Assets. The assets which are used to determine
the fee for this Investment Category is the sum the assets of all
of the Primary Strategy Portfolios and Secondary Strategy Portfolios
that invest primarily in debt securities and are not subject to Rule
2a-7 under the Investment Company Act.
c) Equity Fund Category Assets. The assets which are used to
determine the fee for this Investment Category is the sum the assets
of all of the Primary Strategy Portfolios and Secondary Strategy
Portfolios that invest primarily in equity securities.
(6) The “Per Annum Investment Category Fee Dollar Amount” for
a Fund is the dollar amount resulting from applying the applicable
Investment Category Fee Schedule for the Fund (as shown on Schedule A)
using the applicable Investment Category Assets.
(7) The “Per Annum Investment Category Fee Rate” for Fund is the
percentage rate that results from dividing the Per Annum Investment
Category Fee Dollar Amount for the Fund by the applicable Investment
Category Assets for the Fund.
(8) The “Complex Assets” is the sum of the assets in all of the
Primary Strategy Portfolios.
(9) The “Per Annum Complex Fee Dollar Amount” for a class of a
Fund shall be the dollar amount resulting from application of the
Complex Assets to the Complex Fee Schedule for the class as shown
in Schedule C.
(10) The “Per Annum Complex Fee Rate” for a class of a Fund is
the percentage rate that results from dividing the Per Annum Complex
Fee Dollar Amount for the class of a Fund by the Complex Assets.
(11) The “Per Annum Management Fee Rate” for a class of a Fund
is the sum of the Per Annum Investment Category Fee Rate applicable
to the Fund and the Per Annum Complex Fee Rate applicable to the
class 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 Management 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 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 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 and/or
classes, as appropriate, the Applicable Fee 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 or classes of shares.
7. Continuation of Agreement. This Agreement shall become effective
for each Fund as of the date first set forth above (the “Effective Date”)
and shall continue in effect for each Fund until the earlier of (i) 150
days from the Effective Date, or (ii) the date as of which the shareholders
of each Fund approve a new management agreement.
8. 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 such Fund on 60 days’
written notice to the Investment Manager.
9. 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 having
the meaning defined in Section 2(a)(4) of the Investment Company 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 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.
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 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.
12. Separate Agreement. The parties hereto acknowledge that
certain provisions of the Investment Company 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 Investment Company Act, this Agreement
shall be deemed to constitute a separate agreement between the
Investment Manager and each Fund.
13. 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 executed by their respective duly authorized officers to
be effective as of the day and year first written above.
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY
MANAGEMENT, INC.
TARGET MATURITIES TRUST
/s/Xxxxx X. Xxxxxxxxxx
/s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx
Vice President
Senior Vice President
Schedule A
Investment Category Fee Schedules
Money Market Funds
Rate Schedules
Category Assets 1 2 3 4
First $1 billion 0.2500% 0.2700% 0.3500% 0.2300%
Next $1 billion 0.2070% 0.2270% 0.3070% 0.1870%
Next $3 billion 0.1660% 0.1860% 0.2660% 0.1460%
Next $5 billion 0.1490% 0.1690% 0.2490% 0.1290%
Next $15 billion 0.1380% 0.1580% 0.2380% 0.1180%
Next $25 billion 0.1375% 0.1575% 0.2375% 0.1175%
Thereafter 0.1370% 0.1570% 0.2370% 0.1170%
Bond Funds
Rate Schedules
Category Assets 1 2 3 4 5 6 7 8 9
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600% 0.3800% 0.4600% 0.4400%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080% 0.3280% 0.4080% 0.3880%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780% 0.2980% 0.3780% 0.3580%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580% 0.2780% 0.3580% 0.3380%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450% 0.2650% 0.3450% 0.3250%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430% 0.2630% 0.3430% 0.3230%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425% 0.2625% 0.3425% 0.3225%
Equity Funds
Rate Schedules
Category Assets 1 2 3 4 5 6 7
First $1 billion 0.5200% 0.7200% 1.2300% 0.8700% 1.0000% 1.1500% 1.3000%
Next $5 billion 0.4600% 0.6600% 1.1700% 0.8100% 0.9400% 1.0900% 1.2400%
Next $15 billion 0.4160% 0.6160% 1.1260% 0.7660% 0.8960% 1.0460% 1.1960%
Next $25 billion 0.3690% 0.5690% 1.0790% 0.7190% 0.8490% 0.9990% 1.1490%
Next $50 billion 0.3420% 0.5420% 1.0520% 0.6920% 0.8220% 0.9720% 1.1220%
Next $150 billion 0.3390% 0.5390% 1.0490% 0.6890% 0.8190% 0.9690% 1.1190%
Thereafter 0.3380% 0.5380% 1.0480% 0.6880% 0.8180% 0.9680% 1.1180%
Schedule B
Investment Category Assignments
American Century Target Maturities Trust
Applicable Fee
Series Category Schedule Number
Target 2010 Fund Bond Funds 3
Target 2015 Fund Bond Funds 3
Target 2020 Fund Bond Funds 3
Target 2025 Fund Bond Funds 3
Schedule C
Complex Fee Schedules
Complex Assets Institutional Class All Other Classes
First $2.5 billion 0.1100% 0.3100%
Next $7.5 billion 0.1000% 0.3000%
Next $15.0 billion 0.0985% 0.2985%
Next $25.0 billion 0.0970% 0.2970%
Next $25.0 billion 0.0870% 0.2870%
Next $25.0 billion 0.0800% 0.2800%
Next $25.0 billion 0.0700% 0.2700%
Next $25.0 billion 0.0650% 0.2650%
Next $25.0 billion 0.0600% 0.2600%
Next $25.0 billion 0.0550% 0.2550%
Thereafter 0.0500% 0.2500%
Series Investor Institu- Advisor A B C R
Class tional Class Class Class Class Class
Class
Target 2010 Fund Yes No Yes No No No No
Target 2015 Fund Yes No Yes No No No No
Target 2020 Fund Yes No Yes No No No No
Target 2025 Fund Yes No Yes No No No No
