American Century Mutual Funds, Inc.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 28th day of April, 2006, by and between AMERICAN
CENTURY MUTUAL FUNDS, INC., a Maryland corporation (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 Mutual Funds, Inc. has added two new funds, NT Growth Fund and NT Vista Fund; and
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 class of each
series of shares of the Company contemplated as of the date hereof, and each class of each subsequent series of
shares as the Company shall select the Investment Manager to manage. In such capacity, the Investment Manager
shall either directly, or through the utilization of others as contemplated by Section 7 below, maintain a
continuous investment program for each series, determine what securities shall be purchased or sold by each
series, secure and evaluate such information as it deems proper and take whatever action is necessary or
convenient to perform its functions, including the placing of purchase and sale orders. In performing its duties
hereunder, the Investment Manager will manage the portfolio of all classes of shares of a particular series as a
single portfolio.
2. Compliance with Laws. All functions undertaken by the Investment Manager hereunder shall at all times conform
to, and be in accordance with, any requirements imposed by:
(a) the 1940 Act and any rules and regulations promulgated thereunder;
(b) any other applicable provisions of law;
(c) the Articles of Incorporation of the Company as amended from time to time;
(d) the Bylaws 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 Directors 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 class of each series of the
Company's shares that it shall manage other than interest, taxes, brokerage commissions, 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 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 Company, by resolution of the Board of Directors, including a majority of the Independent
Directors, may from time to time authorize the imposition of a fee as a direct charge against shareholder
accounts of any class of one or more of the series, such fee to be retained by the Company or to be paid to the
Investment Manager to defray expenses which would otherwise be paid by the Investment Manager in accordance with
the provisions of paragraph 4 of this Agreement. At least sixty days prior written notice of the intent to
impose such fee must be given to the shareholders of the affected class and series.
6. Management Fees.
(a) In consideration of the services provided by the Investment Manager, each class of each series of shares
of the Company managed by the Investment Manager shall pay to the Investment Manager a management fee
that is calculated as described in this Section 6 using the fee schedules set forth on Schedule A.
(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.
(4) A "Secondary Strategy Portfolio" of a series of the Company is another account managed by the
Investment Manager that is managed by the same Investment Team but is not a Primary Strategy
Portfolio.
(5) The "Secondary Strategy Share Ratio" of a series of the Company is calculated by dividing the
net assets of the series by the sum of the Primary Strategy Portfolios that share a common
Investment Strategy.
(6) The "Secondary Strategy Assets" of a series of the Company is the sum of the net assets of the
series' Secondary Strategy Portfolios multiplied by the series' Secondary Strategy Share Ratio.
(7) The "Investment Strategy Assets" of a series of the Company is the sum of the net assets of the
series and the series' Secondary Strategy Assets.
(8) The "Per Annum Fee Dollar Amount" is the dollar amount resulting from applying the applicable
Fee Schedule for a class of a series of the Company using the Investment Strategy Assets.
(9) The "Per Annum Fee Rate" for a class of a series of the Company is the percentage rate that
results from dividing the Per Annum Fee Dollar Amount for the class of a series by the
Investment Strategy Assets of the series.
(c) Daily Management Fee Calculation. For each calendar day, each class of each series of shares set forth
on Schedule A shall accrue a fee calculated by multiplying the Per Annum 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 set forth on Schedule A 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 of the Company shall determine to
issue any additional series or classes of shares for which it is proposed that the Investment Manager
serve as investment manager, the Company and the Investment Manager may enter into an Addendum to this
Agreement setting forth the name of the series and/or class, the Fee Schedule for each and such other
terms and conditions as are applicable to the management of such series of shares.
7. Subcontracts. In rendering the services to be provided pursuant to this Agreement, the Investment Manager may,
from time to time, engage or associate itself with such persons or entities as it determines is necessary or
convenient in its sole discretion and may contract with such persons or entities to obtain information,
investment advisory and management services, or such other services as the Investment Manager deems appropriate.
Any fees, compensation or expenses to be paid to any such person or entity shall be paid by the Investment
Manager, and no obligation to such person or entity shall be incurred on behalf of the Company. Any arrangement
entered into pursuant to this paragraph shall, to the extent required by law, be subject to the approval of the
Board of Directors of the Company, including a majority of the Independent Directors, and the shareholders of the
Company.
8. Continuation of Agreement. This Agreement shall continue in effect until July 31, 2006, 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.
9. Termination. This Agreement may be terminated by the Investment Manager at any time without penalty upon giving
the Company 60 days' written notice, and may be terminated 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 each class of each series on 60
days' written notice to the Investment Manager.
10. 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.
11. 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.
12. 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.
13. Separate Agreement. The parties hereto acknowledge that certain provisions of the 1940 Act, in effect, treat
each series of shares of an 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.
14. 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 above written.
American Century Investment Management, Inc. American Century Mutual Funds, Inc.
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxxxxx
Senior Vice President Vice President
---------------------------------------------------------------------------------------------------------------------------
American Century Mutual Funds, Inc. Schedule A: Fee Schedules
---------------------------------------------------------------------------------------------------------------------------
Schedule A
Fee Schedules
==================== =============== =================================================================================
Investment
Strategy
Series Assets Fee Schedule by Class
==================== =============== ---------------------------------------------------------------------------------
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
Investor Institutional Advisor A B C R
==================== =============== =========== ============ =========== ========== =========== ========== ==========
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
NT Growth Fund First $5 n/a 0.800% n/a n/a n/a n/a n/a
billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
Next $5 n/a 0.790% n/a n/a n/a n/a n/a
billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
Next $5
billion n/a 0.780% n/a n/a n/a n/a n/a
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
Next $5
billion n/a 0.770% n/a n/a n/a n/a n/a
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
Next $5
billion n/a 0.750% n/a n/a n/a n/a n/a
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
Next $5
billion n/a 0.700% n/a n/a n/a n/a n/a
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
Over $30 n/a 0.600% n/a n/a n/a n/a n/a
billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
NT Vista Fund All Assets n/a 0.800% n/a n/a n/a n/a n/a
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
----------------------------------------------------------------------------------------------------------------------
American Century Mutual Funds, Inc.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 13th day of December, 2005, by and between
AMERICAN CENTURY MUTUAL FUNDS, INC., a Maryland corporation (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, 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 class of
each series of shares of the Company contemplated as of the date hereof, and each class of each
subsequent series of shares as the Company shall select the Investment Manager to manage. In such
capacity, the Investment Manager shall either directly, or through the utilization of others as
contemplated by Section 7 below, maintain a continuous investment program for each series, determine
what securities shall be purchased or sold by each series, secure and evaluate such information as it
deems proper and take whatever action is necessary or convenient to perform its functions, including the
placing of purchase and sale orders. In performing its duties hereunder, the Investment Manager will
manage the portfolio of all classes of shares of a particular series as a single portfolio.
2. Compliance with Laws. All functions undertaken by the Investment Manager hereunder shall at all times
conform to, and be in accordance with, any requirements imposed by:
(a) the 1940 Act and any rules and regulations promulgated thereunder;
(b) any other applicable provisions of law;
(c) the Articles of Incorporation of the Company as amended from time to time;
(d) the Bylaws 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 Directors 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 class of each series
of the Company's shares that it shall manage other than interest, taxes, brokerage commissions,
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 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 Company, by resolution of the Board of Directors, including a majority of the
Independent Directors, may from time to time authorize the imposition of a fee as a direct charge
against shareholder accounts of any class of one or more of the series, such fee to be retained by the
Company or to be paid to the Investment Manager to defray expenses which would otherwise be paid by the
Investment Manager in accordance with the provisions of paragraph 4 of this Agreement. At least sixty
days prior written notice of the intent to impose such fee must be given to the shareholders of the
affected class and series.
6. Management Fees.
(a) In consideration of the services provided by the Investment Manager, each class of each series
of shares of the Company managed by the Investment Manager shall pay to the Investment Manager
a management fee that is calculated as described in this Section 6 using the fee schedules set
forth on Schedule A.
(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.
(4) A "Secondary Strategy Portfolio" of a series of the Company is another account managed
by the Investment Manager that is managed by the same Investment Team but is not a
Primary Strategy Portfolio.
(5) The "Secondary Strategy Share Ratio" of a series of the Company is calculated by
dividing the net assets of the series by the sum of the Primary Strategy Portfolios
that share a common Investment Strategy.
(6) The "Secondary Strategy Assets" of a series of the Company is the sum of the net
assets of the series' Secondary Strategy Portfolios multiplied by the series'
Secondary Strategy Share Ratio.
(7) The "Investment Strategy Assets" of a series of the Company is the sum of the net
assets of the series and the series' Secondary Strategy Assets.
(8) The "Per Annum Fee Dollar Amount" is the dollar amount resulting from applying the
applicable Fee Schedule for a class of a series of the Company using the Investment
Strategy Assets.
(9) The "Per Annum Fee Rate" for a class of a series of the Company is the percentage rate
that results from dividing the Per Annum Fee Dollar Amount for the class of a series
by the Investment Strategy Assets of the series.
(c) Daily Management Fee Calculation. For each calendar day, each class of each series of shares
set forth on Schedule A shall accrue a fee calculated by multiplying the Per Annum 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 set forth on Schedule A 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 of the Company shall
determine to issue any additional series or classes of shares for which it is proposed that the
Investment Manager serve as investment manager, the Company and the Investment Manager may
enter into an Addendum to this Agreement setting forth the name of the series and/or class, the
Fee Schedule for each and such other terms and conditions as are applicable to the management
of such series of shares.
7. Subcontracts. In rendering the services to be provided pursuant to this Agreement, the Investment
Manager may, from time to time, engage or associate itself with such persons or entities as it
determines is necessary or convenient in its sole discretion and may contract with such persons or
entities to obtain information, investment advisory and management services, or such other services as
the Investment Manager deems appropriate. Any fees, compensation or expenses to be paid to any such
person or entity shall be paid by the Investment Manager, and no obligation to such person or entity
shall be incurred on behalf of the Company. Any arrangement entered into pursuant to this paragraph
shall, to the extent required by law, be subject to the approval of the Board of Directors of the
Company, including a majority of the Independent Directors, and the shareholders of the Company.
8. Continuation of Agreement. This Agreement shall continue in effect until July 31, 2006, 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.
9. Termination. This Agreement may be terminated by the Investment Manager at any time without penalty
upon giving the Company 60 days' written notice, and may be terminated 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
each class of each series on 60 days' written notice to the Investment Manager.
10. 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.
11. 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.
12. 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.
13. Separate Agreement. The parties hereto acknowledge that certain provisions of the 1940 Act, in effect,
treat each series of shares of an 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.
14. 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 above written.
American Century Investment Management, Inc. American Century Mutual Funds, Inc.
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxxxx Xxxx X. Xxxxx
Senior Vice President Vice President
-------------------------------------------------------------------------------------------------------------------
American Century Mutual Funds, Inc. Schedule A: Fee Schedules
-------------------------------------------------------------------------------------------------------------------
Schedule A
Fee Schedules
======================= ====================== ===================================================================================
Investment Strategy
Series Assets Fee Schedule by Class
======================= ====================== -----------------------------------------------------------------------------------
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
Investor Institutional A B C R
======================= ====================== ============= =============== ============ ============ ============= =============
======================= ====================== ============= =============== ============ ============ ============= =============
Capital Growth Fund First $5 billion 1.000% 0.800% 1.000% 1.000% 1.000% 1.000%
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
Next $5 billion 0.990% 0.790% 0.990% 0.990% 0.990% 0.990%
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
Next $5 billion 0.980% 0.780% 0.980% 0.980% 0.980% 0.980%
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
Next $5 billion 0.970% 0.770% 0.970% 0.970% 0.970% 0.970%
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
Next $5 billion 0.950% 0.750% 0.950% 0.950% 0.950% 0.950%
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
Next $5 billion 0.900% 0.700% 0.900% 0.900% 0.900% 0.900%
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
Over $30 billion 0.800% 0.600% 0.800% 0.800% 0.800% 0.800%
----------------------- ---------------------- ------------- --------------- ------------ ------------ ------------- -------------
----------------------------------------------------------------------------------------------------------------------------------
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 Mutual Funds ("ACMF") 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, ACMF has engaged ACIM to serve as the investment manager for the Funds pursuant to a 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 ACMF or ACIM whatever information, including statistical data, ACMF 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 ACMF 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 ACMF 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 ACMF.
(a) The Subadvisor will keep ACMF and ACIM informed of developments materially affecting the Funds
and will take initiative to furnish ACMF 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 ACMF and ACIM with such investment records, ledgers, accounting and
statistical data, and other information as ACMF 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 ACMF 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 ACMF's request, certify to ACMF'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 ACMF and further agrees to surrender to ACMF
promptly upon ACMF's written request any of such records. In addition, the Subadvisor agrees to cooperate with
ACMF 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 ACMF 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 ACMF 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 ACMF 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 ACMF, (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 ACMF 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 ACMF or ACIM in any way, or otherwise be deemed to be an agent of ACMF 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 ACMF. 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 Small Cap Growth 70 bps on the first $35 million
65 bps on the next $65 million
60 bps on the next $400 million
55 bps on all assets over $500 million
American Century
Xxxxx Street Mid-Cap Growth 55 bps on the first $50 million
50 bps on the next $200 million
45 bps on the next $250 million
40 bps on all assets over $500 million
American Century Mutual Funds, Inc.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 30th day of March, 2006, by and between
AMERICAN CENTURY MUTUAL FUNDS, INC., a Maryland corporation (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, 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 class of
each series of shares of the Company contemplated as of the date hereof, and each class of each
subsequent series of shares as the Company shall select the Investment Manager to manage. In such
capacity, the Investment Manager shall either directly, or through the utilization of others as
contemplated by Section 7 below, maintain a continuous investment program for each series, determine
what securities shall be purchased or sold by each series, secure and evaluate such information as it
deems proper and take whatever action is necessary or convenient to perform its functions, including the
placing of purchase and sale orders. In performing its duties hereunder, the Investment Manager will
manage the portfolio of all classes of shares of a particular series as a single portfolio.
2. Compliance with Laws. All functions undertaken by the Investment Manager hereunder shall at all times
conform to, and be in accordance with, any requirements imposed by:
(a) the 1940 Act and any rules and regulations promulgated thereunder;
(b) any other applicable provisions of law;
(c) the Articles of Incorporation of the Company as amended from time to time;
(d) the Bylaws 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 Directors 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 class of each series
of the Company's shares that it shall manage other than interest, taxes, brokerage commissions,
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 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 Company, by resolution of the Board of Directors, including a majority of the
Independent Directors, may from time to time authorize the imposition of a fee as a direct charge
against shareholder accounts of any class of one or more of the series, such fee to be retained by the
Company or to be paid to the Investment Manager to defray expenses which would otherwise be paid by the
Investment Manager in accordance with the provisions of paragraph 4 of this Agreement. At least sixty
days prior written notice of the intent to impose such fee must be given to the shareholders of the
affected class and series.
6. Management Fees.
(a) In consideration of the services provided by the Investment Manager, each class of each series
of shares of the Company managed by the Investment Manager shall pay to the Investment Manager
a management fee that is calculated as described in this Section 6 using the fee schedules set
forth on Schedule A.
(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.
(4) A "Secondary Strategy Portfolio" of a series of the Company is another account managed
by the Investment Manager that is managed by the same Investment Team but is not a
Primary Strategy Portfolio.
(5) The "Secondary Strategy Share Ratio" of a series of the Company is calculated by
dividing the net assets of the series by the sum of the Primary Strategy Portfolios
that share a common Investment Strategy.
(6) The "Secondary Strategy Assets" of a series of the Company is the sum of the net
assets of the series' Secondary Strategy Portfolios multiplied by the series'
Secondary Strategy Share Ratio.
(7) The "Investment Strategy Assets" of a series of the Company is the sum of the net
assets of the series and the series' Secondary Strategy Assets.
(8) The "Per Annum Fee Dollar Amount" is the dollar amount resulting from applying the
applicable Fee Schedule for a class of a series of the Company using the Investment
Strategy Assets.
(9) The "Per Annum Fee Rate" for a class of a series of the Company is the percentage rate
that results from dividing the Per Annum Fee Dollar Amount for the class of a series
by the Investment Strategy Assets of the series.
(c) Daily Management Fee Calculation. For each calendar day, each class of each series of shares
set forth on Schedule A shall accrue a fee calculated by multiplying the Per Annum 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 set forth on Schedule A 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 of the Company shall
determine to issue any additional series or classes of shares for which it is proposed that the
Investment Manager serve as investment manager, the Company and the Investment Manager may
enter into an Addendum to this Agreement setting forth the name of the series and/or class, the
Fee Schedule for each and such other terms and conditions as are applicable to the management
of such series of shares.
7. Subcontracts. In rendering the services to be provided pursuant to this Agreement, the Investment
Manager may, from time to time, engage or associate itself with such persons or entities as it
determines is necessary or convenient in its sole discretion and may contract with such persons or
entities to obtain information, investment advisory and management services, or such other services as
the Investment Manager deems appropriate. Any fees, compensation or expenses to be paid to any such
person or entity shall be paid by the Investment Manager, and no obligation to such person or entity
shall be incurred on behalf of the Company. Any arrangement entered into pursuant to this paragraph
shall, to the extent required by law, be subject to the approval of the Board of Directors of the
Company, including a majority of the Independent Directors, and the shareholders of the Company.
8. 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.
9. Termination. This Agreement may be terminated by the Investment Manager at any time without penalty
upon giving the Company 60 days' written notice, and may be terminated 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
each class of each series on 60 days' written notice to the Investment Manager.
10. 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.
11. 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.
12. 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.
13. Separate Agreement. The parties hereto acknowledge that certain provisions of the 1940 Act, in effect,
treat each series of shares of an 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.
14. 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.
15. Use of the Name "Xxxxx Street". The name "Xxxxx Street" and all rights to the use of the name "Xxxxx
Street" are the exclusive property of The Northwestern Mutual Life Insurance Company ("NWML"). NWML has
consented to, and granted a non-exclusive license for, the use by the Company of the name "Xxxxx Street"
in the name of any series of shares of the Company during such period as NWML"s affiliate Xxxxx Street
Advisors, LLC ("MSA") is serving as the subadvisor to any such series. In the event that MSA is no
longer serving in such capacity, the Company and each series of shares thereof using the name "Xxxxx
Street" shall cease using the name "Xxxxx Street" unless otherwise consented to by NWML 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 above written.
American Century Investment Management, Inc. American Century Mutual Funds, Inc.
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxxxxx
Senior Vice President Vice President
-------------------------------------------------------------------------------------------------------------------
American Century Mutual Funds, Inc. Schedule A: Fee Schedules
-------------------------------------------------------------------------------------------------------------------
Schedule A
Fee Schedules
===================== ================= ====================================================================
Investment
Series Strategy Assets Fee Schedule by Class
===================== ================= --------------------------------------------------------------------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- ---------
Investor Institu-tiAdvisor A B C R
===================== ================= ========= ========= ========= ======== ========= ========= =========
--------------------- ----------------- --------- --------- --------- -------- --------- --------- ---------
Small Cap Growth First $1 billion 1.300% 1.100% n/a 1.300% 1.300% 1.300% 1.300%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- ---------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- ---------
Fund Over $1 billion 1.100% 0.900% n/a 1.100% 1.100% 1.100% 1.100%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- ---------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- ---------
Mid Cap Growth First $500 1.050% 0.850% n/a 1.050% 1.050% 1.050% 1.050%
million
--------------------- ----------------- --------- --------- --------- -------- --------- --------- ---------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- ---------
Fund Over $500 1.000% 0.800% n/a 1.000% 1.000% 1.000% 1.000%
million
===================== ================= ========= ========= ========= ======== ========= ========= =========
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