FORM OF MANAGEMENT AGREEMENT
THIS AGREEMENT made as of the ____ day of ________, 1997, is by and
between the registered investment companies listed on Exhibit A to this
Agreement (the "Companies") and American Century Investment Management, Inc., a
Delaware corporation (hereinafter called the "Investment Manager").
IN CONSIDERATION of the mutual promises and agreements herein
contained, the parties agree as follows:
1. INVESTMENT MANAGEMENT SERVICES. The Investment Manager shall supervise
the investments of each series of shares of the Companies contemplated
as of the date hereof, and such subsequent series of shares as the
Companies shall select the Investment Manager to manage. In such
capacity, the Investment Manager shall maintain a continuous investment
program for each such series, determine what securities shall be
purchased or sold by each series, secure and evaluate such information
as it deems proper and take whatever action is necessary or convenient
to perform its functions, including the placing of purchase and sale
orders.
2. COMPLIANCE WITH LAWS. All functions undertaken by the Investment
Manager hereunder shall at all times conform to, and be in accordance
with, any requirements imposed by:
(a) the Investment Company Act of 1940, as amended (the "1940
Act"), and any rules and regulations promulgated thereunder;
(b) any other applicable provisions of law;
(c) the Declaration of Trust or Articles of Incorporation
applicable to each of the Companies as amended from time to
time;
(d) the By-Laws of the Companies as amended from time to time; and
(e) the registration statement of the Companies, as amended from
time to time, filed under the Securities Act of 1933 and the
1940 Act.
3. BOARD SUPERVISION. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of the
Board of Trustees or Board of Directors (collectively, the "Board of
Directors") of the Companies, its executive committee, or any committee
or officers of the Companies acting under the authority of the Board of
Directors.
4. PAYMENT OF EXPENSES. The Investment Manager will pay all of the
expenses of each series of the Companies' shares that it shall manage,
other than interest, taxes, brokerage commissions, extraordinary
expenses and the fees and expenses of those Directors who are not
"interested persons" as defined in 1940 Act (hereinafter referred to
as the "Independent Directors") (including counsel fees). The
Investment Manager will provide the Companies with all physical
facilities and personnel required to carry on the business of each
series that the Investment Manager shall manage, including but not
limited to office space, office furniture, fixtures and equipment,
office supplies, computer hardware and software and salaried and
hourly paid personnel. The Investment Manager may at its expense
employ others to provide all or any part of such facilities and
personnel.
5. ACCOUNT FEES. The Companies, 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 one or more of the series, such fee to be
retained by the appropriate 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 60 days' prior written notice of the intent to
impose such fee must be given to the shareholders of the affected
series.
6. MANAGEMENT FEES.
(a) In consideration of the services provided by the Investment
Manager, each series of shares of the Companies managed by the
Investment Manager shall pay to the Investment Manager a per
annum management fee (hereinafter, the "Applicable Fee"). The
calculation of the Applicable Fee for a series is performed as
follows:
(i) Each series is assigned to one of three categories
based on its overall investment objective
("Investment Category"). The Investment Category
assignments appear in Exhibit B to this Agreement.
(ii) Each series is assigned a fee schedule within its
Investment Category in Exhibit C to this Agreement.
The Investment Category assets managed by the
Investment Manager determines the first component of
a series' fee. This fee is referred to as the
"Investment Category Fee". The determination of the
Investment Category assets is as follows:
a) Money Market Fund Category. The assets which
are used to determine the fee for this
Investment Category is the sum the assets of
all of the open-end investment company
series which are subject to Rule 2a-7 under
the 1940 Act, managed by the Investment
Manager and distributed to the public by
American Century Investment Services, Inc.
b) Bond Fund Category. The assets which are
used to determine the fee for this
Investment Category is the sum the assets of
all of the open-end investment company
series which invest primarily in debt
securities, are not subject to Rule 2a-7
under the 1940 Act, are managed by the
Investment Manager and are distributed to
the public by American Century Investment
Services, Inc.
c) Equity Fund Category. The assets which are
used to determine the fee for this
Investment Category is the sum the assets of
all of the open-end investment company
series which invest primarily in equity
securities, are managed by the Investment
Manager and are distributed to the public by
American Century Investment Services, Inc.
(iii) A fee which is based on the total assets in all of
the Investment Categories is determined by the
schedule which appears in Exhibit D. This fee is
referred to as the series' "Complex Fee".
(iv) The Applicable Fee for a series is the sum of the
Investment Category Fee and the Complex Fee.
(v) Whether a particular investment company's assets will
be used to calculate the Applicable Fee shall be
determined by the Directors of the Companies.
(b) On the first business day of each month, each series of shares
shall pay the management fee at the rate specified by
subparagraph (a) of this paragraph 6 to the Investment Manager
for the previous month. The fee for the previous month shall
be calculated by multiplying the Applicable Fee for such
series by the aggregate average daily closing value of the
series' net assets during the previous month, and further
multiplying that product by a fraction, the numerator of which
shall be the number of days in the previous month, and the
denominator of which shall be 365 (366 in leap years).
(c) In the event that the Board of Directors of a Company shall
determine to issue any additional series of shares for which
it is proposed that the Investment Manager serve as investment
manager, the Company and the Investment Manager shall enter
into an Addendum to this Agreement setting forth the name of
the series, the Applicable Fee and such other terms and
conditions as are applicable to the management of such series
of shares.
7. CONTINUATION OF AGREEMENT. This Agreement shall continue in effect,
unless sooner terminated as hereinafter provided, for a period of two
years from the execution hereof, and for as long thereafter as its
continuance is specifically approved, as to each series of the
Companies, at least annually (i) by the Board of Directors of the
Companies or by the vote of a majority of the outstanding voting
securities of the Companies, and (ii) by the vote of a majority of the
Directors of the Companies, who are not parties to the agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
8. TERMINATION. This Agreement may be terminated, with respect to any
series, by the Investment Manager at any time without penalty upon
giving the appropriate Company 60 days' written notice, and may be
terminated, with respect to any series, at any time without penalty by
the Board of Directors of a Company or by vote of a majority of the
outstanding voting securities of such series on 60 days' written notice
to the Investment Manager.
9. EFFECT OF ASSIGNMENT. This Agreement shall automatically terminate in
the event of assignment by the Investment Manager, the term
"assignment" for this purpose having the meaning defined in Section
2(a)(4) of the 1940 Act.
10. OTHER ACTIVITIES. Nothing herein shall be deemed to limit or restrict
the right of the Investment Manager, or the right of any of its
officers, directors or employees (who may also be a trustee, officer or
employee of a Company), to engage in any other business or to devote
time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, firm, individual or
association.
11. STANDARD OF CARE. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of its obligations or duties
hereunder on the part of the Investment Manager, it, as an inducement
to it to enter into this Agreement, shall not be subject to liability
to the Companies or to any shareholder of the Companies for any act or
omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
12. SEPARATE AGREEMENT. The parties hereto acknowledge that certain
provisions of the 1940 Act, in effect, treat each series of shares of a
registered investment company as a separate investment company.
Accordingly, the parties hereto hereby acknowledge and agree that, to
the extent deemed appropriate and consistent with the 1940 Act, this
Agreement shall be deemed to constitute a separate agreement between
the Investment Manager and each series of shares of the Companies
managed by the Investment Manager.
13. USE OF THE NAMES "AMERICAN CENTURY" AND "XXXXXX." The name "American
Century" and all rights to the use of the names "American Century" and
"Xxxxxx" are the exclusive property of American Century Services
Corporation ("ACSC"), an affiliate of the Investment Manager. ACSC
has consented to, and granted a non-exclusive license for, the use by
the Companies and their respective series of the names "American
Century" and "Xxxxxx" in the name of the Companies and any series of
shares thereof. Such consent and non-exclusive license may be revoked
by ACSC in its discretion if ACSC, the Investment Manager, or a
subsidiary or affiliate of either of them is not employed as the
investment manager of each series of shares of the Corporation. In
the event of such revocation, the Companies and each series of shares
thereof using the name "American Century" or "Xxxxxx" shall cease
using the name "American Century" or "Xxxxxx", unless otherwise
consented to by ACSC or any successor to its interest in such names.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
first above written.
AMERICAN CENTURY CALIFORNIA
TAX-FREE AND MUNICIPAL FUNDS
AMERICAN CENTURY GOVERNMENT INCOME
TRUST AMERICAN CENTURY
INTERNATIONAL BOND FUNDS AMERICAN
CENTURY INVESTMENT TRUST AMERICAN
CENTURY MUNICIPAL TRUST AMERICAN
CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES
TRUST
Attest:
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxx III
Secretary President
Attest: AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxx III
Secretary President
Exhibit A
REGISTERED INVESTMENT COMPANIES SUBJECT TO THIS AGREEMENT
REGISTERED INVESTMENT COMPANY SERIES
American Century California Tax-Free and
Municipal Funds Xxxxxx California High Yield Municipal Fund
Xxxxxx California Insured Tax-Free Fund
Xxxxxx California Intermediate-Term Tax-Free Fund
Xxxxxx California Limited-Term Tax-Free Fund
Xxxxxx California Long-Term Tax-Free Fund
Xxxxxx California Municipal Money Market Fund
Xxxxxx California Tax-Free Money Market Fund
American Century Government Income Trust Xxxxxx Adjustable Rate Government Securities Fund
Xxxxxx Capital Preservation Fund
Xxxxxx GNMA Fund
Xxxxxx Government Agency Money Market Fund
Xxxxxx Inflation-Adjusted Treasury Fund
Xxxxxx Intermediate-Term Treasury Fund
Benham Long-Term Treasury Fund
Xxxxxx Short-Term Treasury Fund
American Century International Bond Funds Xxxxxx European Government Bond Fund
American Century Investment Trust Xxxxxx Prime Money Market Fund
American Century Municipal Trust Xxxxxx Arizona Intermediate-Term Municipal Fund
Xxxxxx Florida Intermediate-Term Municipal Fund
Xxxxxx Florida Municipal Money Market Fund
Xxxxxx Intermediate-Term Tax-Free Fund
Xxxxxx Limited-Term Tax-Free Fund
Benham Long-Term Tax-Free Fund
Xxxxxx Tax-Free Money Market Fund
American Century Quantitative Equity Funds American Century Equity Growth Fund
American Century Global Gold Fund
American Century Global Natural Resources Fund
American Century Income & Growth Fund
American Century Utilities Fund
American Century Target Maturities Trust Xxxxxx Target Maturities Trust: 2000
Xxxxxx Target Maturities Trust: 2005
Xxxxxx Target Maturities Trust: 2010
Xxxxxx Target Maturities Trust: 2015
Xxxxxx Target Maturities Trust: 2020
Xxxxxx Target Maturities Trust: 2025
Exhibit B
SERIES INVESTMENT CATEGORIES
INVESTMENT CATEGORY SERIES
Money Market Funds Xxxxxx California Municipal Money Market Fund
Xxxxxx California Tax-Free Money Market Fund
Xxxxxx Capital Preservation Fund
Xxxxxx Florida Municipal Money Market Fund
Xxxxxx Government Agency Money Market Fund
Xxxxxx Prime Money Market Fund
Xxxxxx Tax-Free Money Market Fund
Bond Funds Xxxxxx Adjustable Rate Government Securities Fund
Xxxxxx Arizona Intermediate-Term Municipal Fund
Xxxxxx California High Yield Municipal Fund
Xxxxxx California Insured Tax-Free Fund
Xxxxxx California Intermediate-Term Tax-Free Fund
Xxxxxx California Limited-Term Tax-Free Fund
Xxxxxx California Long-Term Tax-Free Fund
Xxxxxx European Government Bond Fund
Xxxxxx Florida Intermediate-Term Municipal Fund
Xxxxxx GNMA Fund
Xxxxxx Inflation-Adjusted Treasury Fund
Xxxxxx Intermediate-Term Tax-Free Fund
Xxxxxx Intermediate-Term Treasury Fund
Xxxxxx Limited-Term Tax-Free Fund
Benham Long-Term Tax-Free Fund
Benham Long-Term Treasury Fund
Xxxxxx Short-Term Treasury Fund
Xxxxxx Target Maturities Trust: 2000
Xxxxxx Target Maturities Trust: 2005
Xxxxxx Target Maturities Trust: 2010
Xxxxxx Target Maturities Trust: 2015
Xxxxxx Target Maturities Trust: 2020
Xxxxxx Target Maturities Trust: 2025
Equity Funds American Century Equity Growth Fund
American Century Global Gold Fund
American Century Global Natural Resources Fund
American Century Income & Growth Fund
American Century Utilities Fund
Exhibit C
INVESTMENT CATEGORY FEE SCHEDULES: MONEY MARKET FUNDS
SCHEDULE 1 FUNDS:
Xxxxxx Capital Preservation Fund
Xxxxxx Government Agency Money Market Fund
Category Assets Fee Rate
First $1 billion 0.2700%
Next $1 billion 0.2270%
Next $3 billion 0.1860%
Next $5 billion 0.1690%
Next $15 billion 0.1580%
Next $25 billion 0.1575%
Thereafter 0.1570%
SCHEDULE 2 FUNDS:
Xxxxxx California Tax-Free Money Market Fund
Xxxxxx California Municipal Money Market Fund
Xxxxxx Florida Municipal Money Market Fund
Xxxxxx Tax-Free Money Market Fund
Category Assets Fee Rate
First $1 billion 0.3000%
Next $1 billion 0.2570%
Next $3 billion 0.2160%
Next $5 billion 0.1990%
Next $15 billion 0.1880%
Next $ 25 billion 0.1875%
Thereafter 0.1870%
SCHEDULE 3 FUNDS:
Xxxxxx Prime Money Market Fund
Category Assets Fee Rate
First $1 billion 0.3700%
Next $1 billion 0.3270%
Next $3 billion 0.2860%
Next $5 billion 0.1690%
Next $15 billion 0.2580%
Next $25 billion 0.2575%
Thereafter 0.2570%
CATEGORY FEE SCHEDULES: BOND FUNDS
SCHEDULE 1 FUNDS:
Xxxxxx Short-Term Treasury Fund
Xxxxxx Intermediate-Term Treasury Fund
Benham Long-Term Treasury Fund
Xxxxxx California Limited-Term Municipal Fund
Xxxxxx California Intermediate-Term Municipal Fund
Xxxxxx California Long-Term Municipal Fund
Xxxxxx California Insured Tax-Free Fund
Xxxxxx Arizona Intermediate-Term Municipal Fund
Xxxxxx Florida Intermediate-Term Municipal Fund
Xxxxxx Limited-Term Tax-Free Fund
Xxxxxx Intermediate-Term Tax-Free Fund
Benham Long-Term Tax-Free Fund
Category Assets Fee Rate
First $1 billion 0.3100%
Next $1 billion 0.2580%
Next $3 billion 0.2280%
Next $5 billion 0.2080%
Next $15 billion 0.1950%
Next $25 billion 0.1935%
Thereafter 0.1925%
SCHEDULE 2 FUNDS:
Xxxxxx Adjustable Rate Government Securities Fund
Xxxxxx California High-Yield Municipal Fund
Xxxxxx GNMA Fund
Xxxxxx Target Maturities Trust: 2000
Xxxxxx Target Maturities Trust: 2005
Xxxxxx Target Maturities Trust: 2010
Xxxxxx Target Maturities Trust: 2015
Xxxxxx Target Maturities Trust: 2020
Xxxxxx Target Maturities Trust: 2025
Category Assets Fee Rate
First $1 billion 0.3600%
Next $1 billion 0.3080%
Next $3 billion 0.2780%
Next $5 billion 0.2580%
Next $15 billion 0.2450%
Next $25 billion 0.2435%
Thereafter 0.2425%
SCHEDULE 3 FUNDS:
Xxxxxx European Government Bond Fund
Category Assets Fee Rate
First $1 billion 0.6100%
Next $1 billion 0.5580%
Next $3 Billion 0.5280%
Next $5 billion 0.5080%
Next $15 billion 0.4950%
Next $25 billion 0.4935%
Thereafter 0.4925%
CATEGORY FEE SCHEDULES: EQUITY FUNDS
SCHEDULE 1 FUNDS:
American Century Equity Growth Fund
American Century Global Gold Fund
American Century Global Natural Resources Fund
American Century Income & Growth Fund
American Century Utilities Fund
Category Assets Fee Rate
First $1 billion 0.5200%
Next $5 billion 0.4600%
Next $15 billion 0.4160%
Next $25 billion 0.3690%
Next $50 billion 0.3420%
Next $150 billion 0.3390%
Thereafter 0.3380%
COMPLEX FEE SCHEDULE
Complex Assets Fee Rate
First $2.5 billion 0.3100%
Next $7.5 billion 0.3000%
Next $15.0 billion 0.2985%
Next $25.0 billion 0.2970%
Next $50.0 billion 0.2960%
Next $100.0 billion 0.2950%
Next $100.0 billion 0.2940%
Next $200.0 billion 0.2930%
Next $250.0 billion 0.2920%
Next $500.0 billion 0.2910%
Thereafter 0.2900%
