American Century Investment Trust
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT ("Agreement") is made as of the 28th day of
April, 2006 by and between AMERICAN CENTURY INVESTMENT TRUST, a Massachusetts
business trust (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, American Century Investment Trust has added a new fund, NT
Diversified Bond Fund;
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 series of shares set forth on Schedule B as of the date
hereof, and such subsequent series of shares as the Company 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 1940 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 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 (collectively, the "Board of Directors", and each Trustee individually
a "Director") 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 series of the Company's shares set forth on Schedule B that it shall
manage, other than interest, taxes, brokerage commissions, portfolio insurance,
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 set forth on Schedule B 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 class of a series of shares of the Company set forth on Schedule B 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 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; 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 of the Company.
(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 of the Company.
(5) An "Investment Category" for a series of the Company is the group to
which the series 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 series of the Company appear in Schedule B to this Agreement. The 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 of 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 of 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 series is
the dollar amount resulting from applying the applicable Investment Category Fee
Schedule for the series of the Company (as shown on Schedule A) using the
applicable Investment Category Assets.
(7) The "Per Annum Investment Category Fee Rate" for a series of the
Company is the percentage rate that results from dividing the Per Annum
Investment Category Fee Dollar Amount for the series by the applicable
Investment Category Assets for the series.
(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 series of
the Company 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 series of the
Company is the percentage rate that results from dividing the Per Annum Complex
Fee Dollar Amount for the class of a series by the Complex Assets.
(11) The "Per Annum Management Fee Rate" for a class of a series of the
Company is the sum of the Per Annum Investment Category Fee Rate applicable to
the series and the Per Annum Complex Fee Fee Rate applicable to the class of the
series.
(c) Daily Management Fee Calculation. For each calendar day, each class of
each series of shares of the Company set forth on Schedule B 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 of shares of the Company set forth on Schedule
B 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 or classes, as appropriate, 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 until
July 31, 2007, 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.
8. Termination. This Agreement may be terminated, with respect to any
series, 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
series, 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 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 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 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 Company managed by the Investment Manager.
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 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
written above.
American Century Investment Management, Inc. American Century Investment Trust
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxxxxx
Senior Vice President Vice President
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
American Century Investment Trust Schedule A: Category Fee Schedules
-------------------------------------------------------------------------------------------------------------------
Schedule A
Investment Category Fee Schedules
Money Market Funds
=========================================== =========================================================================
Rate Schedules
Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 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 Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 Schedule 7
------------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
------------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600% 0.3800%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080% 0.3280%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780% 0.2980%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580% 0.2780%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450% 0.2650%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430% 0.2630%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425% 0.2625%
=================== ============= ============= ============= ============= ============= ============= =============
Equity Funds
========================== ===============================================
Rate Schedules
Category Assets Schedule 1 Schedule 2
-------------------------- ----------------------- -----------------------
-------------------------- ----------------------- -----------------------
First $1 billion 0.5200% 0.7200%
Next $5 billion 0.4600% 0.6600%
Next $15 billion 0.4160% 0.6160%
Next $25 billion 0.3690% 0.5690%
Next $50 billion 0.3420% 0.5420%
Next $150 billion 0.3390% 0.5390%
Thereafter 0.3380% 0.5380%
========================== ======================= =======================
-------------------------------------------------------------------------------------------------------------------
American Century Investment Trust Schedule B: Investment Category Assignments
-------------------------------------------------------------------------------------------------------------------
Schedule B
Investment Category Assignments
American Century Municipal Trust
=========================================================== ======================================= =================
Series Category Applicable Fee
Schedule Number
----------------------------------------------------------- --------------------------------------- -----------------
----------------------------------------------------------- --------------------------------------- -----------------
NT Diversified Bond Fund Bond Funds 5
----------------------------------------------------------- --------------------------------------- -----------------
-------------------------------------------------------------------------------------------------------------------
American Century Investment Trust Schedule C: Complex Fee Schedules
-------------------------------------------------------------------------------------------------------------------
Schedule C
Complex Fee Schedules
========================================= ==========================================================================
Rate Schedules
Complex Assets Advisor Class Institutional Class All Other Classes
----------------------------------------- ------------------------ ------------------------ ------------------------
----------------------------------------- ------------------------ ------------------------ ------------------------
First $2.5 billion 0.0600% 0.1100% 0.3100%
Next $7.5 billion 0.0500% 0.1000% 0.3000%
Next $15.0 billion 0.0485% 0.0985% 0.2985%
Next $25.0 billion 0.0470% 0.0970% 0.2970%
Next $25.0 billion 0.0370% 0.0870% 0.2870%
Next $25.0 billion 0.0300% 0.0800% 0.2800%
Next $25.0 billion 0.0200% 0.0700% 0.2700%
Next $25.0 billion 0.0150% 0.0650% 0.2650%
Next $25.0 billion 0.0100% 0.0600% 0.2600%
Next $25.0 billion 0.0050% 0.0550% 0.2550%
Thereafter 0.0000% 0.0500% 0.2500%
========================================= ======================== ======================== ========================
=================================================== ========== ========= ========== ======== ======= ======== =======
Series Investor Institu- Advisor A B C R
Class tional Class Class Class Class Class
Class
--------------------------------------------------- ---------- --------- ---------- -------- ------- -------- -------
--------------------------------------------------- ---------- --------- ---------- -------- ------- -------- -------
>> NT Diversified Bond Fund No Yes No No No No No
--------------------------------------------------- ---------- --------- ---------- -------- ------- -------- -------
EXHIBIT 99.d1
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT ("Agreement") is made as of the 1st day of
August, 2006 by and between AMERICAN CENTURY INVESTMENT 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"), during its most
recent annual evaluation of the terms of the Agreement pursuant to Section 15(c)
of the Investment Company Act, has approved the continuance of the 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
Page 1
AMERICAN CENTURY INVESTMENT TRUST
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.
Page 2
AMERICAN CENTURY INVESTMENT TRUST
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.
Page 3
AMERICAN CENTURY INVESTMENT TRUST
(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 and shall continue in effect for
each Fund until August 1, 2007, unless sooner terminated as hereinafter
provided, and shall continue in effect from year to year thereafter for each
Fund only as long as such continuance is specifically approved at least annually
(i) by either the Board of Directors or by the vote of a majority of the
outstanding voting securities of such Fund, and (ii) by the vote of a majority
of the Directors, 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. 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 90 days prior to August 1st of each applicable year, notwithstanding
the fact that more than 365 days may have elapsed since the date on which such
approval was last given.
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,
Page 4
AMERICAN CENTURY INVESTMENT TRUST
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 as of the day and year first
written above.
AMERICAN CENTURY INVESTMENT MANAGEMENT, AMERICAN CENTURY INVESTMENT TRUST
INC.
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxxxxx
Senior Vice President Vice President
Page 5
AMERICAN CENTURY INVESTMENT TRUST Schedule A: Investment Category Fee Schedules
--------------------------------------------------------------------------------
Schedule A
INVESTMENT CATEGORY FEE SCHEDULES
MONEY MARKET FUNDS
================================= =========================================================================
Rate Schedules
Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 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 Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 Schedule 7
Assets
--------------- -------------- -------------- --------------- -------------- -------------- --------------- ------------
First $1 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600% 0.3800%
billion
Next $1 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080% 0.3280%
billion
Next $3 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780% 0.2980%
billion
Next $5 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580% 0.2780%
billion
Next $15 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450% 0.2650%
billion
Next $25 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430% 0.2630%
billion
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425% 0.2625%
=============== ============== ============== =============== ============== ============== =============== =============
EQUITY FUNDS
========================== ===============================================
Rate Schedules
Category Assets Schedule 1 Schedule 2
-------------------------- ----------------------- -----------------------
First $1 billion 0.5200% 0.7200%
Next $5 billion 0.4600% 0.6600%
Next $15 billion 0.4160% 0.6160%
Next $25 billion 0.3690% 0.5690%
Next $50 billion 0.3420% 0.5420%
Next $150 billion 0.3390% 0.5390%
Thereafter 0.3380% 0.5380%
========================== ======================= =======================
Page A-1
AMERICAN CENTURY INVESTMENT TRUST Schedule B: Complex Fee Schedules
--------------------------------------------------------------------------------
Schedule B
INVESTMENT CATEGORY ASSIGNMENTS
AMERICAN CENTURY INVESTMENT TRUST
====================================== ========================= =================
Series Category Applicable Fee
Schedule Number
-------------------------------------- ------------------------- -----------------
Prime Money Market Fund Money Market Funds 3
-------------------------------------- ------------------------- -----------------
Premium Money Market Fund Money Market Funds 4
-------------------------------------- ------------------------- -----------------
Diversified Bond Fund Bond Funds 5
-------------------------------------- ------------------------- -----------------
High-Yield Fund Bond Funds 6
-------------------------------------- ------------------------- -----------------
Inflation Protection Bond Fund Bond Funds 7
====================================== ========================= =================
Page B-1
AMERICAN CENTURY INVESTMENT TRUST Schedule C: Complex Fee Schedules
--------------------------------------------------------------------------------
Schedule C
COMPLEX FEE SCHEDULES
=============================== ==========================================================================
Rate Schedules
Complex Assets Advisor Class Institutional Class All Other Classes
------------------------------- ------------------------ ------------------------ ------------------------
First $2.5 billion 0.0600% 0.1100% 0.3100%
Next $7.5 billion 0.0500% 0.1000% 0.3000%
Next $15.0 billion 0.0485% 0.0985% 0.2985%
Next $25.0 billion 0.0470% 0.0970% 0.2970%
Next $25.0 billion 0.0370% 0.0870% 0.2870%
Next $25.0 billion 0.0300% 0.0800% 0.2800%
Next $25.0 billion 0.0200% 0.0700% 0.2700%
Next $25.0 billion 0.0150% 0.0650% 0.2650%
Next $25.0 billion 0.0100% 0.0600% 0.2600%
Next $25.0 billion 0.0050% 0.0550% 0.2550%
Thereafter 0.0000% 0.0500% 0.2500%
=============================== ======================== ======================== ========================
============================================== ========== ========= ========== ======== ======= ======== =======
Series Investor Institu- Advisor A B C R
Class tional Class Class Class Class Class
Class
---------------------------------------------- ---------- --------- ---------- -------- ------- -------- -------
>> Diversified Bond Fund Yes Yes Yes Yes Yes Yes Yes
>> Premium Money Market Fund Yes No No No No No No
>> Prime Money Market Fund Yes No Yes Yes Yes Yes No
>> High-Yield Fund Yes Yes Yes Yes Yes Yes Yes
>> Inflation Protection Bond Fund Yes Yes No Yes Yes Yes Yes
============================================== ========== ========= ========== ======== ======= ======== =======
Page C-1
INVESTMENT SUBADVISORY AGREEMENT
THIS INVESTMENT SUBADVISORY AGREEMENT ("Agreement") is made as of the 30th
day of March, 2006, by and among AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
("ACIM"), a Delaware corporation, and XXXXX STREET ADVISORS, LLC (the
"Subadvisor"), a Delaware limited liability company.
WITNESSETH:
WHEREAS, ACIM is the investment advisor to the funds listed on Exhibit A
hereto (each a "Fund" and collectively the "Funds"), each of which is a series
of shares of American Century Investment Trust ("ACIT") and is an open-end
management investment company registered with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended (the "Investment
Company Act"); and
WHEREAS, ACIM and the Subadvisor are both investment advisors registered
with the Securities and Exchange Commission under the Investment Advisers Act of
1940, as amended; and
WHEREAS, ACIT has engaged ACIM to serve as the investment manager for the
Funds pursuant to an Amended and Restated Management Agreement dated March 30,
2006; and
WHEREAS, ACIM desires to engage the Subadvisor as a subadvisor for the
Funds, and the Subadvisor desires to accept such engagement; and
WHEREAS, the Boards of Directors of ACIM and the Subadvisor have determined
that it is advisable to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:
1. INVESTMENT DESCRIPTION - APPOINTMENT. ACIM hereby appoints the
Subadvisor to provide the advisory services described herein to the Funds in
accordance with each Fund's Prospectus and Statement of Additional Information
as in effect and as amended from time to time, subject to the oversight and
direction of each Fund's Board of Directors and ACIM. ACIM will promptly provide
the Subadvisor copies of all amendments to each Fund's Prospectus and Statement
of Additional Information on an ongoing basis. In consideration for the
compensation set forth below, the Subadvisor accepts the appointment and agrees
to furnish the services described herein.
2. SERVICES AS INVESTMENT SUBADVISOR.
(a) Subject to the general supervision of each Fund's Board of Directors
and of ACIM, the Subadvisor will (i) act in conformity with each Fund's
Prospectus and Statement of Additional Information, the Investment Company Act,
the Investment Advisers Act of 1940 (the "Investment Advisers Act"), the
Internal Revenue Code (the "Code") and all other applicable federal and state
laws and regulations, as the same may from time to time be amended; (ii) make
investment decisions for each Fund in accordance with such Fund's investment
objective and policies as stated in such Fund's Prospectus and Statement of
Additional Information and with such written guidelines as ACIM may from time to
time provide to the Subadvisor; (iii) place purchase and sale orders on behalf
of the Funds; (iv) maintain books and records with respect to the securities
transactions of each Fund; and (v) furnish the Funds' Board of Directors such
periodic, regular and special reports with respect to the Funds and its services
hereunder as the Board may reasonably request or as may be required by
applicable law or regulation.
(b) In providing those services, the Subadvisor will supervise the Fund's
investments and conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Funds' assets. In addition, the
Subadvisor will furnish ACIT or ACIM whatever information, including statistical
data, ACIT or ACIM may reasonably request with respect to the instruments that
any Fund may hold or contemplate purchasing.
(c) The Subadvisor will at all times comply with the policies adopted by
the Funds' Board of Directors of which it has received written notice. If the
Subadvisor believes that a change in any of such policies shall be advisable, it
shall recommend such change to ACIM and the Funds' Board of Directors. Any
change to any such policies whether suggested by the Subadvisor or not shall be
approved by the Funds' Board of Directors prior to the implementation of such
change, and Subadvisor will be given reasonable notice of the anticipated
change.
(d) All cash, securities and other assets of the Funds shall be held at all
times by such entity or entities engaged by ACIT to be the custodian
(collectively, the "custodian") in compliance with Section 17(f) of the
Investment Company Act. The Subadvisor shall not be responsible for any custody
arrangements involving any assets of the Funds or for the payment of any
custodial charges or fees, nor shall the Subadvisor have possession or custody
of any such assets. All payments, distributions and other transactions in cash,
securities or other assets in respect of the Funds shall be made directly to or
from the custodian. ACIM shall provide, or shall direct the custodian to
provide, to the Subadvisor from time to time such reports concerning assets,
receipts and disbursements with respect to the Funds as the Subadvisor may
request, including daily information on cash balances available for investment,
Fund redemption activity and market value of the securities held by the Funds.
(e) ACIM acknowledges and agrees that the Subadvisor is not the Funds'
pricing agent, and is not responsible for pricing the securities held by any
Fund, however the Subadvisor will provide reasonable assistance to the Funds'
pricing agents in valuing securities held by each Fund for which market
quotations are not readily available.
(f) The Subadvisor makes no representations or warranties, express or
implied, that any level of performance or investment results will be achieved by
the Funds or that the Funds will perform comparably with any standard, including
any other clients of the Subadvisor or index.
(g) The Subadvisor will not consult with any other subadvisors of the Funds
or other subadvisors to a series under common control with any Fund concerning
transactions of the Funds in securities or other assets.
(h) The Subadvisor will not advise or act for the Funds in any legal
proceedings, including bankruptcies or class actions, involving securities held
in the Funds or issues of those securities, unless otherwise agreed.
3. BROKERAGE.
(a) In executing transactions for the Funds and selecting brokers or
dealers, the Subadvisor will seek to obtain the best price and execution
available and shall execute or direct the execution of all such transactions as
permitted by law and in a manner that is consistent with its fiduciary
obligations to the Funds and its other clients. In assessing the best price and
execution available for any Fund transaction, the Subadvisor will consider all
factors it deems relevant including, but not limited to, breadth of the market
in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and on a continuing basis. Consistent
with this obligation, when the execution and price offered by two or more
brokers or dealers are comparable, the Subadvisor may, at its discretion,
execute transactions with brokers and dealers who provide the Funds and/or other
accounts over which the Subadvisor exercises investment discretion with research
advice and other services, but in all instances best price and execution shall
control. The Subadvisor is authorized to place purchase and sale orders for the
Funds with brokers and/or dealers subject to the supervision of ACIM and the
Board of Directors of the Funds and in accordance with the limitations set forth
in the registration statement for the Fund shares then in effect.
(b) On occasions when the Subadvisor deems the purchase or sale of a
security to be in the best interest of a Fund as well as one or more of its
other clients, the Subadvisor may to the extent permitted by applicable law, but
shall not be obligated to, aggregate the securities to be sold or purchased with
those of its other clients. In such event, allocation of the securities so
purchased or sold will be made by the Subadvisor in a manner it considers to be
equitable and consistent with its fiduciary obligations to ACIT and to such
other clients. ACIM recognizes that, in some cases, this procedure may limit the
size of the position that may be acquired or sold for a Fund.
4. INFORMATION PROVIDED TO ACIT.
(a) The Subadvisor will keep ACIT and ACIM informed of developments
materially affecting the Funds and will take initiative to furnish ACIT and ACIM
on at least a quarterly basis with whatever information the Subadvisor and ACIM
believe is appropriate for this purpose. Such regular quarterly reports shall
include information reasonably requested by the Funds' Board of Directors from
time to time.
(b) The Subadvisor will provide ACIT and ACIM with such investment records,
ledgers, accounting and statistical data, and other information as ACIT and ACIM
require for the preparation of registration statements, periodic and other
reports and other documents required by federal and state laws and regulations,
and particularly as may be required for the periodic review, renewal, amendment
or termination of this Agreement, and such additional documents and information
as ACIT and ACIM may reasonably request for the management of their affairs. The
Subadvisor understands that the Funds and ACIM will rely on such information in
the preparation of the Funds' registration statements, the Funds' financial
statements, and any such reports, and hereby covenants that any such information
derived from the investment records, ledgers and accounting records maintained
by the Subadvisor shall be true and complete in all material respects.
(c) At the request of the Board of Directors, a representative of the
Subadvisor shall attend meetings of the Board of Directors to make a
presentation on each Fund's performance and such other matters as the Board of
Directors, the Subadvisor and ACIM believe is appropriate.
(d) The Subadvisor shall furnish to regulatory authorities any information
or reports in connection with such services as may be lawfully requested ,
provided, however, that the Subadvisor shall not otherwise be responsible for
the preparation and filing of any other reports or statements (including,
without limitation, any tax returns or financial statements) required of the
Funds by any governmental or regulatory agency, except as expressly agreed to in
writing. The Subadvisor shall also, at ACIT's request, certify to ACIT's
independent auditors that sales or purchases aggregated with those of other
clients of the Subadvisor, as described in Section 3 above, were allocated in a
manner it considers to be equitable.
(e) In compliance with the requirements of the Investment Company Act, the
Subadvisor hereby agrees that all records that it maintains for the Funds are
the property of ACIT and further agrees to surrender to ACIT promptly upon
ACIT's written request any of such records. In addition, the Subadvisor agrees
to cooperate with ACIT and ACIM when either of them is being examined by any
regulatory authorities, and specifically agrees to promptly comply with any
request by such authorities to provide information or records. The Subadvisor
further agrees to preserve for the periods of time prescribed by the Investment
Company Act and the Investment Advisers Act the records it maintains in
accordance with Section 2(a)(iv) .
(f) ACIM will vote each Fund's investment securities in accordance with its
proxy voting policy and procedures. The Subadvisor shall not be responsible for
any such voting.
(g) In connection with the purchase and sale of securities of the Fund, the
Subadvisor shall arrange for the transmission to ACIM and the custodian for the
Fund on a daily basis such confirmation, trade tickets and other documents as
may be reasonably necessary to enable them to perform their administrative
responsibilities with respect to the Fund's investment portfolio. With respect
to portfolio securities to be purchased or sold through the Depository Trust
Company, the Subadvisor shall arrange for the automatic transmission of the I.D.
confirmation of the trade to the custodian of the Fund. The Subadvisor will be
responsible for providing portfolio trades to the Fund's accounting agent for
inclusion in the daily calculation of the Fund's NAV in a manner, and in
accordance with such time requirements as ACIM and the Subadvisor shall agree
on. In the event trade data is not delivered by the Subadvisor in accordance
with such requirements and the Subadvisor's failure causes an error that is
material to the Fund, the subadvisor shall reimburse the Fund pursuant to ACIM's
NAV Error Policy.
5. CONFIDENTIALITY. The parties to this Agreement agree that each shall
treat as confidential in accordance with its policies and procedures to protect
similar confidential information, and with applicable law, all information
provided by a party to the others regarding such party's business and
operations, including without limitation the investment activities, holdings, or
identities of shareholders of the Funds. All confidential information provided
by a party hereto shall be used by any other parties hereto solely for the
purposes of rendering services pursuant to this Agreement and, except as may be
required in carrying out the terms of this Agreement, shall not be disclosed to
any third party without the prior consent of such providing party. The foregoing
shall not be applicable to any information that is publicly available when
provided or which thereafter becomes publicly available other than in
contravention of this paragraph. The foregoing also shall not apply to any
information which is required to be disclosed by any regulatory authority in the
lawful and appropriate exercise of its jurisdiction over a party, by any auditor
of the parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation; provided, however, that the disclosing party shall
provide reasonable notice to the other parties hereto prior to any such
disclosure.
6. 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 Subadvisor, it, as an inducement to it to enter into this
Agreement, shall not be subject to liability to ACIM, ACMF or to any shareholder
of ACMF for any act or omission in the course of, or connected with, rendering
services hereunder for any losses that may be sustained in the purchase, holding
or sale of any security.
7. COMPENSATION.
(a) In consideration of the services rendered pursuant to this Agreement,
ACIM will pay the Subadvisor a management fee, payable monthly in arrears on the
first business day of each month. The fee for the each month shall equal the sum
of the product of the "Applicable Fee" for each Fund as set forth on Exhibit A
attached hereto, times the net assets of such Fund on that day, and further
dividing that product by 365 (366 for leap years), for each calendar day in such
month.
(b) In the event that the Board of Directors of ACIT shall determine to
issue any additional series of shares for which it is proposed that the
Subadvisor serve as investment manager, and for which the Subadvisor desires to
so serve, ACIM and the Subadvisor shall amend Exhibit A 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.
(c) The Subadvisor shall have no right to obtain compensation directly from
any Fund or ACIT for services provided hereunder and agrees to look solely to
ACIM for payment of fees due. Upon termination of this Agreement before the end
of a month, or in the event the Agreement begins after the beginning of the
month, the fee for that month shall be prorated according to the proportion that
such period bears to the full monthly period and shall be payable upon the date
of termination of this Agreement.
8. EXPENSES. The Subadvisor will bear all of its expenses in connection
with the performance of its services under this Agreement, which expenses shall
not include (a) brokerage fees or commissions in connection with the execution
of securities transactions, (b) taxes and interest; and (c) custodian fees and
expenses.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS. ACIM understands that the
Subadvisor or its affiliates may act as investment advisor to other clients and
ACIM has no objection to the Subadvisor so acting. In addition, ACIM understands
that the persons employed by the Subadvisor to assist in the performance of the
Subadvisor's duties hereunder will not devote their full time to such service
and nothing contained herein shall be deemed to limit or restrict the right of
the Subadvisor or any affiliate of the Subadvisor to engage in and devote time
and attention to other business or to render services of whatever kind or
nature.
10. TERM AND TERMINATION OF AGREEMENT.
(a) This Agreement shall become effective as of the date first written
above and shall continue until July 31, 2007, and shall continue thereafter so
long as such continuance is specifically approved at least annually by (i) the
Board of Directors of ACIT or (ii) a vote of a majority of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Directors who are not interested
persons (as defined in the Investment Company Act) of any party to this
Agreement, by a vote cast at a meeting called for the purpose of voting on such
approval. 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.
(b) This Agreement is terminable without penalty as to any Fund on 60 days'
written notice by (i) the Board of Directors of ACIT, (ii)-by vote of holders of
a majority of a Fund's shares, (iii) by ACIM, or (iv)-by the Subadvisor, and
will terminate automatically upon any termination of the investment management
agreement between ACIT and ACIM. This Agreement will terminate automatically in
the event of its assignment. The Subadvisor agrees to notify ACIM of any
circumstances that might result in this Agreement being deemed to be assigned.
11. REPRESENTATIONS.
(a) ACIM and the Subadvisor each represents that it is registered as an
investment advisor under the Investment Advisers Act, that it will use its
reasonable best efforts to maintain such registration, and that it will promptly
notify the other if it ceases to be so registered, if its registration is
suspended for any reason, or if it is notified by any regulatory organization or
court of competent jurisdiction that it should show cause why its registration
should not be suspended or terminated. ACIM and the Subadvisor each further
represents that it is registered under the laws of all jurisdictions in which
the conduct of its business hereunder requires such registration.
(b) ACIM represents and warrants that (i) the appointment of the Subadvisor
has been duly authorized; (ii) it has full power and authority to execute and
deliver this Agreement and to perform the services contemplated hereunder, and
such execution, delivery and performance will not cause it to be in violation of
its Articles of Incorporation, Bylaws, or any material laws; and (iii) it has
received a copy of Part II of the Subadvisor's Form ADV no less than 48 hours
prior to entering into this Agreement.
(c) The Subadvisor represents and warrants that (i) its service as
subadvisor hereunder has been duly authorized; (ii) it has full power and
authority to execute and deliver this Agreement and to perform the services
contemplated hereunder, and such execution, delivery and performance will not
cause it to be in violation of its organizational documents, its Bylaws or
material laws; (iii) it will at all times in the performance of its duties
hereunder comply in all material respects with the provisions of the Investment
Company Act, the Investment Advisers Act, the Code and all other applicable
federal and state laws and regulations, as the same may be amended from time to
time; and (iv) it has all controls necessary to perform its obligations under
and comply with the representations and warranties it made in this Agreement.
12. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter described herein.
14. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Subadvisor is and shall be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent ACIT or ACIM in any way, or otherwise be deemed to be an agent of ACIT
or ACIM.
15. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statue, rule or similar authority, the remainder of
this Agreement shall not be affected thereby.
16. NOTICES. All notices and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by telex,
telecopy, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following addresses, or at such other addresses as may be designated by
notice from such party to all other parties.
To the Subadvisor:
Xxxxx Street Advisors, LLC
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx X. Xxxx, President
To ACIM:
American Century Investments
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: General Counsel
Any notice, demand or other communication given in a manner prescribed in
this Section shall be deemed to have been delivered on receipt.
17. DISCLOSURE. ACIM shall not, without the prior written consent of the
Subadvisor, make representations regarding or reference the Subadvisor or any
affiliates in any disclosure document, advertisement, sales literature or other
promotional materials; provided, however, the Subadvisor need not review or
consent to any reference to its name only or any language that it has previously
approved for use in another document.
18. FORCE MAJEURE. The Subadvisor shall not be liable for any failure,
delay or interruption in the performance of its obligations hereunder if such
failure, delay or interruption results from the occurrence of any acts, events
or circumstances beyond the Subadvisor's reasonable control, and the Subadvisor
shall have no responsibility of any kind for any loss or damage thereby incurred
or suffered by ACIM or ACIT. In such case, the terms of this Agreement shall
continue in full force and effect and the Subadvisor obligations shall be
performed or carried out as soon as legally and practicably possible after the
cessation of such acts, events or circumstances.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first written
above.
XXXXX STREET ADVISORS, LLC AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Name: Xxxx X. Xxxx Name: Xxxxxxx X. Xxxxxxxxxxx
Title: President Title: Senior Vice President
EXHIBIT A
FUNDS AND APPLICABLE FEES
Fund Applicable Fee
American Century
Xxxxx Street Select Bond 30 bps on the first $50 million
27.5 bps on the next $50 million
25 bps on the next $250 million
22 bps on all assets over $350 million
American Century
Xxxxx Street High Yield Intermediate Bond
50 bps on the first $50 million
46 bps on the next $50 million
45 bps on the next $250 million
40 bps on all assets over $350 million
