American Century Capital Portfolios, Inc.
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as
of the 1st day of August, 2004, by and between AMERICAN CENTURY CAPITAL
PORTFOLIOS, INC., a Maryland corporation (hereinafter called the "Company"), and
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation
(hereinafter called the "Investment Manager").
WHEREAS, the Company has adopted an Amended and Restated Multiple Class
Plan dated as of September 3, 2002 (as the same may be amended from time to
time, the "Multiple Class Plan"), pursuant to Rule 18f-3 of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), and
WHEREAS, the Multiple Class Plan establishes one or more classes of
shares for each series of shares of the Company;
WHEREAS, the parties hereto have agreed to a revised methodology for
calculation of the rate at which the Management Fee is payable hereunder;
WHEREAS, the revised methodology will result in the same or lower
Management Fees than those that are currently in place for each of the series
and classes of shares of the Company; and
WHEREAS, the parties hereto desire to enter into this Agreement (i) to
arrange for investment management services to be provided by the Investment
Manager for all series and classes of shares issued by the Company; and (ii) to
reflect the revisions to the Management Fee calculation agreed to by the Board
of Directors of the Company and the Investment Manager.
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 Investment Company 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
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 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 Investment Company 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 Investment Company Act. The Investment
Manager will provide the Company with all physical facilities and personnel
required to carry on the business of each class of each 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,
unless sooner terminated as hereinafter provided, for a period of two
years from the execution hereof, and for as long thereafter as its
continuance is specifically approved at least annually (a) by the Board
of Directors of the Company or by the vote of a majority of the
outstanding class of voting securities of each series and (b) by the
vote of a majority of the Directors of the Company, 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.
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 Investment Company 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 Investment Company 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 Investment
Company 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 Names "American Century", "Twentieth Century", and "Xxxxxx".
The names "American Century", "Twentieth Century", and "Xxxxxx" and all rights
to the use of the names "American Century", "Twentieth Century", and "Xxxxxx"
are the exclusive property of American Century Services Corporation and/or its
affiliate, Xxxxxx Management Corporation (collectively, "ACSC"). ACSC has
consented to, and granted a non-exclusive license for, the use by the Company of
the names "American Century", "Twentieth Century", and "Xxxxxx" in the name of
the Company and any series of shares thereof. Such consent and non-exclusive
license may be revoked by ACSC in its discretion if ACSC, the Investment
Manager, or a subsidiary or affiliate of either of them is not employed as the
investment 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 names
"American Century", "Twentieth Century", or "Xxxxxx" shall cease using the names
"American Century", "Twentieth Century", or "Xxxxxx", unless otherwise consented
to by ACSC or any successor to its interest in such names.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
first above written.
Attest: AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
Xxxxxxx X. Xxxxxxxxxxx Xxxxxxx X. Xxxxx
Assistant Secretary President
Attest: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
Charles C.S. Park Xxxx Xxxxxx
Secretary Senior Vice President and Chief Investment Officer
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American Century Capital Portfolios, Inc.
Schedule A: Fee Schedules
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Page A-1
Schedule A
Fee Schedules
===================== ================= =============================================================================
Investment
Series Strategy Assets Fee Schedule by Class
===================== ================= -----------------------------------------------------------------------------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Investor Institut Advisor Service A B C R
===================== ================= ========= ========= ========= ======== ========= ========= ========= ========
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Value Fund First $2.5 1.000% 0.800% 0.750% n/a 1.000% 1.000% 1.000% n/a
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $2.5 0.950% 0.750% 0.700% n/a 0.950% 0.950% 0.950% n/a
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $5.0 n/a n/a
billion 0.900% 0.700% 0.650% 0.900% 0.900% 0.900%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Over $10.0 0.850% 0.650% 0.600% n/a 0.850% 0.850% 0.850% n/a
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Small Cap Value First $2.5 1.250% 1.050% 1.000% n/a n/a n/a 1.250% n/a
Fund billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $2.5 1.200% 1.000% 0.950% n/a n/a n/a 1.200% n/a
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Over $5.0 1.150% 0.950% 0.900% n/a n/a n/a 1.150% n/a
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Mid Cap Value Fund All Assets 1.000% 0.800% 0.750% n/a n/a n/a n/a n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
First $1.0 n/a
Large Company billion 0.900% 0.700% 0.650% 0.900% 0.900% 0.900% 0.900%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Value Fund Next $4.0 0.800% 0.600% 0.550% n/a 0.800% 0.800% 0.800% 0.800%
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Over $5.0 0.700% 0.500% 0.450% n/a 0.700% 0.700% 0.700% 0.700%
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Equity Income Fund First $2.5 1.000% 0.800% 0.750% n/a n/a n/a 1.000% n/a
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $2.5 0.950% 0.750% 0.700% n/a n/a n/a 0.950% n/a
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $5.0 n/a n/a n/a n/a
billion 0.900% 0.700% 0.650% 0.900%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $5.0 n/a n/a n/a n/a
billion 0.850% 0.650% 0.600% 0.850%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Over $15.0 0.800% 0.600% 0.550% n/a n/a n/a 0.800% n/a
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Equity Index Fund First $1.0 0.490% 0.290% n/a n/a n/a n/a n/a n/a
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $1.0 0.470% 0.270% x/x x/x x/x x/x x/x x/x
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $1.0 n/a n/a n/a n/a n/a n/a
billion 0.455% 0.255%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $1.0 n/a n/a n/a n/a n/a n/a
billion 0.445% 0.245%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $1.0 n/a n/a n/a n/a n/a n/a
billion 0.435% 0.235%
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Over $5.0 0.430% 0.230% x/x x/x x/x x/x x/x x/x
billion
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Real Estate Fund First $100 1.200% 1.000% 0.950% n/a n/a n/a n/a n/a
million
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $900 1.150% 0.950% 0.900% n/a n/a n/a n/a n/a
million
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Next $1 billion 1.100% 0.900% 0.850% n/a n/a n/a n/a n/a
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
--------------------- ----------------- --------- --------- --------- -------- --------- --------- --------- --------
Over $2 billion 1.050% 0.850% 0.800% n/a n/a n/a n/a n/a
===================== ================= ========= ========= ========= ======== ========= ========= ========= ========
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