EXHIBIT 99.6b
FORM OF
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 31st day of
March, 2006, by and between AMERICAN CENTURY MUNICIPAL TRUST, a Massachusetts
business trust (hereinafter called the "Company"), and AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called the
"Investment Manager").
WHEREAS, the Investment Manager is registered as an investment advisor with
the Securities and Exchange Commission;
WHEREAS, the Company is registered as an open-end management investment
company under the 1940 Act of 1940, as amended (the "1940 Act"), and has
registered its shares for public offering under the Securities Act of 1933, as
amended; and
WHEREAS, the Company is authorized to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares of the Company, including those Funds
listed on Schedule A hereto.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. INVESTMENT MANAGEMENT SERVICES. The Investment Manager shall supervise the
investments of each series of shares set forth on Schedule B as of the date
hereof, and such subsequent series of shares as the Company shall select
the Investment Manager to manage. In such capacity, the Investment Manager
shall maintain a continuous investment program for each such series,
determine what securities shall be purchased or sold by each series, secure
and evaluate such information as it deems proper and take whatever action
is necessary or convenient to perform its functions, including the placing
of purchase and sale orders.
2. COMPLIANCE WITH LAWS. All functions undertaken by the Investment Manager
hereunder shall at all times conform to, and be in accordance with, any
requirements imposed by:
(a) the 1940 Act and any rules and regulations promulgated thereunder;
(b) any other applicable provisions of law;
(c) the Declaration of Trust of the Company as amended from time to time;
(d) the By-Laws of the Company as amended from time to time;
(e) the Multiple Class Plan; and
(f) the registration statement(s) of the Company, as amended from time to
time, filed under the Securities Act of 1933 and the 1940 Act.
3. BOARD SUPERVISION. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of the
Board of Trustees (collectively, the "Board of Directors", and each Trustee
individually a "Director") of the Company, its executive committee,
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or any committee or officers of the Company acting under the authority
of the Board of Directors.
4. PAYMENT OF EXPENSES. The Investment Manager will pay all of the expenses of
each series of the Company's shares set forth on Schedule B that it shall
manage, other than interest, taxes, brokerage commissions, portfolio
insurance, extraordinary expenses, the fees and expenses of those Directors
who are not "interested persons" as defined in the 1940 Act (hereinafter
referred to as the "Independent Directors") (including counsel fees), and
expenses incurred in connection with the provision of shareholder services
and distribution services under a plan adopted pursuant to Rule 12b-1 under
the 1940 Act. The Investment Manager will provide the Company with all
physical facilities and personnel required to carry on the business of each
class of each series of the Company's shares set forth on Schedule B that
the Investment Manager shall manage, including but not limited to office
space, office furniture, fixtures and equipment, office supplies, computer
hardware and software and salaried and hourly paid personnel. The
Investment Manager may at its expense employ others to provide all or any
part of such facilities and personnel.
5. ACCOUNT FEES. The Board of Directors may impose fees for various account
services, proceeds of which may be remitted to the appropriate Fund or the
Investment Manager at the discretion of the Board. At least 60 days' prior
written notice of the intent to impose such fee must be given to the
shareholders of the affected series.
6. MANAGEMENT FEES.
(a) In consideration of the services provided by the Investment Manager,
each class of a series of shares of the Company set forth on Schedule
B shall pay to the Investment Manager a management fee that is
calculated as described in this Section 6 using the fee schedules
described herein.
(b) Definitions
(1) An "INVESTMENT TEAM" is the Portfolio Managers that the
Investment Manager has designated to manage a given portfolio.
(2) An "INVESTMENT STRATEGY" is the processes and policies
implemented by the Investment Manager for pursuing a particular
investment objective managed by an Investment Team.
(3) A "PRIMARY STRATEGY PORTFOLIO" is each series of the Company, as
well as any other series of any other registered investment
company for which the Investment Manager serves as the investment
manager and for which American Century Investment Services, Inc.
serves as the distributor; provided, however, that a registered
investment company that invests its assets exclusively in the
shares of other registered investment companies shall not be a
Primary Strategy Portfolio. Any exceptions to the above
requirements shall be approved by the Board of Directors of the
Company
(4) A "SECONDARY STRATEGY PORTFOLIO" is another account managed by
the Investment Manager that is managed by the same Investment
Team as that assigned to manage any Primary Strategy Portfolio
that shares the same board of directors or
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board of trustees as the Company. Any exceptions to this
requirement shall be approved by the Board of Directors of the
Company
(5) An "INVESTMENT CATEGORY" for a series of the Company is the group
to which the series is assigned for determining the first
component of its management fee. Each Primary Strategy Portfolio
is assigned to one of the three Investment Categories indicated
below. The Investment Category assignments for the series of the
Company appear in Schedule B to this Agreement. The assets in
each of the Investment Categories ("INVESTMENT CATEGORY ASSETS")
is determined as follows:
a) MONEY MARKET FUND CATEGORY ASSETS. The assets which are used
to determine the fee for this Investment Category is the sum
of the assets of all of the Primary Strategy Portfolios and
Secondary Strategy Portfolios that invest primarily in debt
securities and are subject to Rule 2a-7 under the 1940 Act.
b) BOND FUND CATEGORY ASSETS. The assets which are used to
determine the fee for this Investment Category is the sum
the assets of all of the Primary Strategy Portfolios and
Secondary Strategy Portfolios that invest primarily in debt
securities and are not subject to Rule 2a-7 under the 1940
Act.
c) EQUITY FUND CATEGORY ASSETS. The assets which are used to
determine the fee for this Investment Category is the sum
the assets of all of the Primary Strategy Portfolios and
Secondary Strategy Portfolios that invest primarily in
equity securities.
(6) The "PER ANNUM INVESTMENT CATEGORY FEE DOLLAR AMOUNT" for a
series is the dollar amount resulting from applying the
applicable Investment Category Fee Schedule for the series of the
Company (as shown on Schedule A) using the applicable Investment
Category Assets.
(7) The "PER ANNUM INVESTMENT CATEGORY FEE RATE" for a series of the
Company is the percentage rate that results from dividing the Per
Annum Investment Category Fee Dollar Amount for the series by the
applicable Investment Category Assets for the series.
(8) The "COMPLEX ASSETS" is the sum of the assets in all of the
Primary Strategy Portfolios.
(9) The "PER ANNUM COMPLEX FEE DOLLAR AMOUNT" for a class of a series
of the Company shall be the dollar amount resulting from
application of the Complex Assets to the Complex Fee Schedule for
the class as shown in Schedule C.
(10) The "PER ANNUM COMPLEX FEE RATE" for a class of a series of the
Company is the percentage rate that results from dividing the Per
Annum Complex Fee Dollar Amount for the class of a series by the
Complex Assets.
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(11) The "PER ANNUM MANAGEMENT FEE RATE" for a class of a series of
the Company is the sum of the Per Annum Investment Category Fee
Rate applicable to the series and the Per Annum Complex Fee Fee
Rate applicable to the class of the series.
(c) DAILY MANAGEMENT FEE CALCULATION. For each calendar day, each class of
each series of shares of the Company set forth on Schedule B shall
accrue a fee calculated by multiplying the Per Annum Management Fee
Rate for that class times the net assets of the class on that day, and
further dividing that product by 365 (366 in leap years).
(d) MONTHLY MANAGEMENT FEE PAYMENT. On the first business day of each
month, each class of each series of shares of the Company set forth on
Schedule B shall pay the management fee to the Investment Manager for
the previous month. The fee for the previous month shall be the sum of
the Daily Management Fee Calculations for each calendar day in the
previous month.
(e) ADDITIONAL SERIES OR CLASSES. In the event that the Board of Directors
shall determine to issue any additional series of shares for which it
is proposed that the Investment Manager serve as investment manager,
the Company and the Investment Manager shall enter into an Addendum to
this Agreement setting forth the name of the series or classes, as
appropriate, the Applicable Fee and such other terms and conditions as
are applicable to the management of such series of shares.
7. CONTINUATION OF AGREEMENT. This Agreement shall continue in effect July 31,
2007, unless sooner terminated as hereinafter provided, and shall continue
in effect from year to year thereafter only so long as such continuance is
specifically approved at least annually by the Board of Directors of the
Company (including a majority of those Directors who are not parties hereto
or interested persons of any such party) cast in person at a meeting called
for the purpose of voting on the approval of the terms of such renewal, or
by the vote of a majority of the outstanding class of voting securities of
each series. The annual approvals provided for herein shall be effective to
continue this Agreement from year to year if given within a period
beginning not more than ninety (90) days prior to July 31 of each
applicable year, notwithstanding the fact that more than three hundred
sixty-five (365) days may have elapsed since the date on which such
approval was last given.
8. TERMINATION. This Agreement may be terminated, with respect to any series,
by the Investment Manager at any time without penalty upon giving the
Company 60 days' written notice, and may be terminated, with respect to any
series, at any time without penalty by the Board of Directors of the
Company or by vote of a majority of the outstanding voting securities of
such series on 60 days' written notice to the Investment Manager.
9. EFFECT OF ASSIGNMENT. This Agreement shall automatically terminate in the
event of assignment by the Investment Manager, the term "assignment" for
this purpose having the meaning defined in Section 2(a)(4) of the 1940 Act.
10. OTHER ACTIVITIES. Nothing herein shall be deemed to limit or restrict the
right of the Investment Manager, or the right of any of its officers,
directors or employees (who may also be a Director, officer or employee of
the Company), to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether
of a similar or
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dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
11. STANDARD OF CARE. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations or duties hereunder on
the part of the Investment Manager, it, as an inducement to it to enter
into this Agreement, shall not be subject to liability to the Company or to
any shareholder of the Company for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
12. SEPARATE AGREEMENT. The parties hereto acknowledge that certain provisions
of the 1940 Act, in effect, treat each series of shares of a registered
investment company as a separate investment company. Accordingly, the
parties hereto hereby acknowledge and agree that, to the extent deemed
appropriate and consistent with the 1940 Act, this Agreement shall be
deemed to constitute a separate agreement between the Investment Manager
and each series of shares of the Company managed by the Investment Manager.
13. USE OF THE NAME "AMERICAN CENTURY". The name "American Century" and all
rights to the use of the name "American Century" are the exclusive property
of American Century Proprietary Holdings, Inc. ("ACPH"). ACPH has consented
to, and granted a non-exclusive license for, the use by the Company of the
name "American Century" in the name of the Company and any series of shares
thereof. Such consent and non-exclusive license may be revoked by ACPH in
its discretion if ACPH, the Investment Manager, or a subsidiary or
affiliate of either of them is not employed as the investment adviser of
each series of shares of the Company. In the event of such revocation, the
Company and each series of shares thereof using the name "American Century"
shall cease using the name "American Century" unless otherwise consented to
by ACPH or any successor to its interest in such name.
14. 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 the Company and any series of shares thereof.
Such consent and non-exclusive license may be revoked by NWML in its
discretion if NWML, 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 "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 MUNICIPAL TRUST
------------------------------------------- --------------------------------
XXXXXXX X. XXXXX XXXXXXX X. XXXXXXXXXXX
President Vice President
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AMERICAN CENTURY MUNICIPAL TRUST Schedule A: Category Fee Schedules
--------------------------------------------------------------------------------
SCHEDULE A
INVESTMENT CATEGORY FEE SCHEDULES
MONEY MARKET FUNDS
===============================================================================
RATE SCHEDULES
CATEGORY ASSETS SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4
--------------------------------- ----------------- --------------- -----------
First $1 billion 0.2500% 0.2700% 0.3500% 0.2300%
Next $1 billion 0.2070% 0.2270% 0.3070% 0.1870%
Next $3 billion 0.1660% 0.1860% 0.2660% 0.1460%
Next $5 billion 0.1490% 0.1690% 0.2490% 0.1290%
Next $15 billion 0.1380% 0.1580% 0.2380% 0.1180%
Next $25 billion 0.1375% 0.1575% 0.2375% 0.1175%
Thereafter 0.1370% 0.1570% 0.2370% 0.1170%
================================= ================= =============== ===========
BOND FUNDS
================ ======================================================================
RATE SCHEDULES
CATEGORY ASSETS SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4 SCHEDULE 5 SCHEDULE 6
---------------- ----------- ----------- ----------- ----------- ----------- ----------
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425%
================ =========== =========== =========== =========== =========== ==========
EQUITY FUNDS
========================== ===============================================
RATE SCHEDULES
CATEGORY ASSETS SCHEDULE 1 SCHEDULE 2
-------------------------- ----------------------- -----------------------
First $1 billion 0.5200% 0.7200%
Next $5 billion 0.4600% 0.6600%
Next $15 billion 0.4160% 0.6160%
Next $25 billion 0.3690% 0.5690%
Next $50 billion 0.3420% 0.5420%
Next $150 billion 0.3390% 0.5390%
Thereafter 0.3380% 0.5380%
========================== ======================= =======================
Page A-1
AMERICAN CENTURY MUNICIPAL TRUST Schedule B: Investment Category Assignments
--------------------------------------------------------------------------------
SCHEDULE B
INVESTMENT CATEGORY ASSIGNMENTS
AMERICAN CENTURY MUNICIPAL TRUST
=================================== ========================= =================
Series Category Applicable Fee
Schedule Number
----------------------------------- ------------------------- -----------------
Long-Term Tax-Free Fund Bond Funds 1
----------------------------------- ------------------------- -----------------
Page B-1
AMERICAN CENTURY MUNICIPAL TRUST Schedule C: Complex Fee Schedules
--------------------------------------------------------------------------------
SCHEDULE C
COMPLEX FEE SCHEDULES
======================= ======================================================
RATE SCHEDULES
Complex Assets Advisor Class Institutional Class All Other Classes
----------------------- --------------- ------------------ --------------------
First $2.5 billion 0.0600% 0.1100% 0.3100%
Next $7.5 billion 0.0500% 0.1000% 0.3000%
Next $15.0 billion 0.0485% 0.0985% 0.2985%
Next $25.0 billion 0.0470% 0.0970% 0.2970%
Next $25.0 billion 0.0370% 0.0870% 0.2870%
Next $25.0 billion 0.0300% 0.0800% 0.2800%
Next $25.0 billion 0.0200% 0.0700% 0.2700%
Next $25.0 billion 0.0150% 0.0650% 0.2650%
Next $25.0 billion 0.0100% 0.0600% 0.2600%
Next $25.0 billion 0.0050% 0.0550% 0.2550%
Thereafter 0.0000% 0.0500% 0.2500%
======================= =============== ================== ====================
========================== ========= ========= ========= ===== ===== ===== =====
Series Investor Institu- Advisor A B C R
Class tional Class Class Class Class Class
Class
-------------------------- --------- --------- --------- ----- ----- ----- -----
Long-Term Tax-Free Fund Yes Yes No Yes Yes Yes No
========================== ========= ========= ========= ===== ===== ===== =====
Page C-1
