AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
MANAGEMENT AGREEMENT
Investor 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").
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 Companies contemplated
as of the date hereof, and 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 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:
(a) the Investment Company Act of 1940, as amended (the "1940
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 registration statement of the Companies, as amended from
time to time, filed under the Securities Act of 1933 and the
1940 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 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 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, 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 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, 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 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 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 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 CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
Attest:
/*/Xxxxxxx X. Xxxx /*/Xxxxx X. Xxxxxx
Secretary President and Chief Executive Officer
Attest: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
/*/Xxxxxxx X. Xxxxx /*/Xxxxx X. Xxxxxxx III
Secretary President and Chief Executive Officer
Exhibit A
Registered Investment Companies Subject to Management Agreement
--------------------------------------------------------------------------------- ----------------------------------
Registered Investment Company and Funds Date
--------------------------------------------------------------------------------- ----------------------------------
American Century California Tax-Free and Municipal Funds
Xxxxxx California High Yield Municipal Fund August 1, 1997
Xxxxxx California Insured Tax-Free Fund August 1, 1997
Xxxxxx California Intermediate-Term Tax-Free Fund August 1, 1997
Xxxxxx California Limited-Term Tax-Free Fund August 1, 1997
Xxxxxx California Long-Term Tax-Free Fund August 1, 1997
Xxxxxx California Municipal Money Market Fund August 1, 1997
Xxxxxx California Tax-Free Money Market Fund August 1, 1997
American Century Government Income Trust
Xxxxxx Capital Preservation Fund August 1, 1997
Xxxxxx GNMA Fund August 1, 1997
Xxxxxx Government Agency Money Market Fund August 1, 1997
Xxxxxx Inflation-Adjusted Treasury 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 August 1, 1997
American Century Municipal Trust
Xxxxxx Arizona Intermediate-Term Municipal Fund August 1, 1997
Xxxxxx Florida Intermediate-Term Municipal Fund August 1, 1997
Xxxxxx Florida Municipal Money Market Fund August 1, 1997
Xxxxxx Intermediate-Term Tax-Free Fund August 1, 1997
Xxxxxx Limited-Term Tax-Free Fund August 1, 1997
Benham Long-Term Tax-Free Fund August 1, 1997
Xxxxxx Tax-Free Money Market Fund August 1, 1997
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 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 CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY TARGET MATURITIES TRUST
MANAGEMENT, INC.
/*/Xxxxx X. Xxxxxxx III /*/Xxxxx X. Xxxxxx
President and President and
Chief Executive Officer Chief Executive Officer
Exhibit B
Series Investment Categories
--------------------------------------------------------------------------------
Investment Category Series
--------------------------------------------------------------------------------
Money Market Funds Xxxxxx California Municipal Money Market Fund
Xxxxxx California Tax-Free Money Market Fund
Xxxxxx Capital Preservation Fund
Xxxxxx Florida Municipal Money Market Fund
Xxxxxx Government Agency Money Market Fund
Xxxxxx Prime Money Market Fund
Xxxxxx Tax-Free Money Market Fund
Bond Funds Xxxxxx Arizona Intermediate-Term Municipal Fund
Xxxxxx California High Yield Municipal Fund
Xxxxxx California Insured Tax-Free Fund
Xxxxxx California Intermediate-Term Tax-Free Fund
Xxxxxx California Limited-Term Tax-Free Fund
Xxxxxx California Long-Term Tax-Free Fund
Xxxxxx Florida Intermediate-Term Municipal Fund
Xxxxxx GNMA Fund
Xxxxxx Inflation-Adjusted Treasury Fund
Xxxxxx Intermediate-Term Tax-Free Fund
Xxxxxx Intermediate-Term Treasury Fund
Xxxxxx International Bond Fund
Xxxxxx Limited-Term Tax-Free Fund
Benham Long-Term Tax-Free 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 Utilities Fund
--------------------------------------------------------------------------------
Dated: August 1, 0000
XXXXXXXX XXXXXXX XXXXXXXXXX TAX-FREE AND
MUNICIPAL FUNDS
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY TARGET MATURITIES TRUST
MANAGEMENT, INC.
As executed on behalf of As executed on behalf of the above in
the above inExhibit A by Exhibit A by
Xxxxx X. Xxxxxxx III Xxxxx X. Xxxxxx
President and President and
Chief Executive Officer 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 Capital Preservation Fund
Next $1 billion 0.2070% Xxxxxx Government Agency Money Market Fund
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% Xxxxxx California Tax-Free Money Market Fund
Next $1 billion 0.2270% Xxxxxx California Municipal Money Market Fund
Next $3 billion 0.1860% Xxxxxx Florida Municipal Money Market Fund
Next $5 billion 0.1690% Xxxxxx Tax-Free Money Market Fund
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% Xxxxxx California Limited-Term Municipal Fund
Next $15 billion 0.1650% Xxxxxx California Intermediate-Term Municipal Fund
Next $25 billion 0.1630% Xxxxxx California Long-Term Municipal Fund
Thereafter 0.1625% Xxxxxx California Insured Tax-Free Fund
Xxxxxx Arizona Intermediate-Term Municipal Fund
Xxxxxx Florida Intermediate-Term Municipal Fund
Xxxxxx Limited-Term Tax-Free Fund
Xxxxxx Intermediate-Term Tax-Free Fund
Benham Long-Term Tax-Free Fund
Xxxxxx Inflation-Adjusted Treasury Fund
------------------------------------------------------------------
Schedule 2
------------------------------------------------------------------
CATEGORY ASSETS FEE RATE Schedule 2 Funds:
First $1 billion 0.3100% Xxxxxx California High-Yield Municipal Fund
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%
Dated: August 1, 0000
XXXXXXXX XXXXXXX XXXXXXXXXX TAX-FREE AND
MUNICIPAL FUNDS
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. 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
Xxxxx X. Xxxxxxx III Xxxxx X. Xxxxxx
President and Chief Executive Officer President and Chief Executive Officer
Exhibit D
Complex Fee Schedule
COMPLEX ASSETS FEE RATE
First $2.5 billion 0.3100%
Next $7.5 billion 0.3000%
Next $15.0 billion 0.2985%
Next $25.0 billion 0.2970%
Next $50.0 billion 0.2960%
Next $100.0 billion 0.2950%
Next $100.0 billion 0.2940%
Next $200.0 billion 0.2930%
Next $250.0 billion 0.2920%
Next $500.0 billion 0.2910%
Thereafter 0.2900%
Dated: August 1, 0000
XXXXXXXX XXXXXXX XXXXXXXXXX TAX-FREE AND
MUNICIPAL FUNDS
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY TARGET MATURITIES TRUST
MANAGEMENT, INC.
As executed on behalf of As executed on behalf of the above in
the above in Exhibit A by Exhibit A by
Xxxxx X. Xxxxxxx III Xxxxx X. Xxxxxx
President and President and Chief Executive Officer
Chief Executive Officer
