77Q1(e)
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is effective as of the
1St day of August, 2009 by and between AMERICAN CENTURY TARGET
MATURITIES TRUST, a Massachusetts business trust and registered
investment company (the “Company”), and AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC., a Delaware corporation
(the “Investment Manager”).
WHEREAS, a majority of those members of the Board of
Trustees of the Company (collectively, the “Board of
Directors”, and each Trustee individually a “Director”)
who are not “interested persons” as defined in Investment
Company Act (hereinafter referred to as the “Independent
Directors”), during its most recent annual evaluation of
the terms of the Agreement pursuant to Section 15(c) of
the Investment Company Act, has approved the continuance
of the Agreement as it relates to each series of shares
of the Company set forth on Schedule B attached hereto
(the “Funds”).
NOW, THEREFORE, IN CONSIDERATION of the mutual promises
and agreements herein contained, the parties agree as
follows:
1. Investment Management Services. The Investment Manager
shall supervise the investments of each Fund. In such
capacity, the Investment Manager shall maintain a continuous
investment program for each such Fund, determine what securities
shall be purchased or sold by each Fund, secure and evaluate
such information as it deems proper and take whatever action
is necessary or convenient to perform its functions,
including the placing of purchase and sale orders.
2. Compliance with Laws. All functions undertaken by
the Investment Manager hereunder shall at all times conform to,
and be in accordance with, any requirements imposed by:
(a) the Investment Company Act and any rules and
regulations promulgated thereunder;
(b) any other applicable provisions of law;
(c) the Declaration of Trust of the Company as
amended from time to time;
(d) the By-Laws of the Company as amended from
time to time;
(e) the Multiple Class Plan; and
(f) the registration statement(s) of the Company, as amended
from time to time, filed under the Securities Act of 1933 and
the Investment Company Act.
3. Board Supervision. All of the functions undertaken by
the Investment Manager hereunder shall at all times be subject
to the direction of the Board of Directors, its executive
committee, or any committee or officers of the Company acting
under the authority of the Board of Directors.
4. Payment of Expenses. The Investment Manager will pay
all the expenses of each class of each Fund that it shall
manage, other than interest, taxes, brokerage commissions,
portfolio insurance, extraordinary expenses, the fees and
expenses of the Independent Directors (including counsel fees),
and expenses incurred in connection with the provision of
shareholder services and distribution services under a plan
adopted pursuant to Rule 12b-1 under the Investment Company
Act. The Investment Manager will provide the Company with all
physical facilities and personnel required to carry on the
business of each class of each Fund that it shall manage,
including but not limited to office space, office furniture,
fixtures and equipment, office supplies, computer hardware
and software and salaried and hourly paid personnel. The
Investment Manager may at its expense employ others to
provide all or any part of such facilities and personnel.
5. Account Fees. The Board of Directors may impose
fees for various account services, proceeds of which may
be remitted to the appropriate Fund or the Investment Manager
at the discretion of the Board of Directors. At least 60 days’
prior written notice of the intent to impose such fee must
be given to the shareholders of the affected series.
6. Management Fees.
(a) In consideration of the services provided by the
Investment Manager, each class of a Fund shall pay to the
Investment Manager a management fee that is calculated as
described in this Section 6 using the fee schedules described herein.
(b) Definitions
(1) An “Investment Team” is the Portfolio Managers that
the Investment Manager has designated to manage a given portfolio.
(2) An “Investment Strategy” is the processes and policies
implemented by the Investment Manager for pursuing a particular
investment objective managed by an Investment Team.
(3) A “Primary Strategy Portfolio” is each Fund, as well
as any other series of any other registered investment company
for which the Investment Manager serves as the investment
manager and for which American Century Investment Services, Inc.
serves as the distributor;
provided, however, that a registered investment company that
invests its assets exclusively in the shares of other registered
investment companies shall not be a Primary Strategy Portfolio.
Any exceptions to the above requirements shall be approved
by the Board of Directors.
(4) A “Secondary Strategy Portfolio” is another account
managed by the Investment Manager that is managed by the same
Investment Team as that assigned to manage any Primary Strategy
Portfolio that shares the same board of directors or board of
trustees as the Company.
Any exceptions to this requirement shall be approved by the Board
of Directors.
(5) An “Investment Category” for a Fund is the group to which
the Fund is assigned for determining the first component of its
management fee. Each Primary Strategy Portfolio is assigned to one of
the three Investment Categories indicated below. The Investment
Category assignments for the Funds appear in Schedule B to this
Agreement. The amount of assets in each of the Investment
Categories (“Investment Category Assets”) is determined as follows:
a) Money Market Fund Category Assets. The assets which are
used to determine the fee for this Investment Category is the
sum of the assets of all of the Primary Strategy Portfolios
and Secondary Strategy Portfolios that invest primarily in debt
securities and are subject to Rule 2a-7 under the Investment Company Act.
b) Bond Fund Category Assets. The assets which are used to
determine the fee for this Investment Category is the sum the
assets of all of the Primary Strategy Portfolios and Secondary Strategy
Portfolios that invest primarily in debt securities and are not
subject to Rule 2a-7 under the Investment Company Act.
c) Equity Fund Category Assets. The assets which are used
to determine the fee for this Investment Category is the sum
the assets of all of the Primary Strategy Portfolios and Secondary
Strategy Portfolios that invest primarily in equity securities.
(6) The “Per Annum Investment Category Fee Dollar Amount” for a Fund
is the dollar amount resulting from applying the applicable Investment
Category Fee Schedule for the Fund (as shown on Schedule A) using the
applicable Investment Category Assets.
(7) The “Per Annum Investment Category Fee Rate” for Fund is the
percentage rate that results from dividing the Per Annum Investment
Category Fee Dollar Amount for the Fund by the applicable Investment
Category Assets for the Fund.
(8) The “Complex Assets” is the sum of the assets in all of the
Primary Strategy Portfolios.
(9) The “Per Annum Complex Fee Dollar Amount” for a class of
a Fund shall be the dollar amount resulting from application of
the Complex Assets to the Complex Fee Schedule for the class
as shown in Schedule C.
(10) The “Per Annum Complex Fee Rate” for a class of a Fund is
the percentage rate that results from dividing the Per Annum
Complex Fee Dollar Amount for the class of a Fund by the Complex Assets.
(11) The “Per Annum Management Fee Rate” for a class of a Fund
is the sum of the Per Annum Investment Category Fee Rate applicable
to the Fund and the Per Annum Complex Fee Rate applicable to the
class of the Fund.
(c) Daily Management Fee Calculation. For each calendar day, each
class of each Fund shall accrue a fee calculated by multiplying the Per
Annum Management Fee Rate for that class times the net assets of the
class on that day, and further dividing that product by 365
(366 in leap years).
(d) Monthly Management Fee Payment. On the first business day of
each month, each class of each series Fund shall pay the management
fee to the Investment Manager for the previous month. The fee for
the previous month shall be the sum of the Daily Management Fee
Calculations for each calendar day in the previous month.
(e) Additional Series or Classes. In the event that the Board of
Directors shall determine to issue any additional series of shares for
which it is proposed that the Investment Manager serve as investment
manager, the Company and the Investment Manager shall enter
into an Addendum to this Agreement setting forth the name of the
series and/or classes, as appropriate, the Applicable Fee and such
other terms and conditions as are applicable to the management of such
series and/or classes, or, in the alternative, enter into a separate
management agreement that relates specifically to such series or
classes of shares.
7. Continuation of Agreement. This Agreement shall become
effective for each Fund as of the date first set forth above and
shall continue in effect for each Fund until August 1, 2010, unless
sooner terminated as hereinafter provided, and shall continue in effect
from year to year thereafter for each Fund only as long as such
continuance is specifically approved at least annually (i) by
either the Board of Directors or by the vote of a majority of the
outstanding voting securities of such Fund, and (ii) by the vote of
a majority of the Directors, who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
The annual approvals provided for herein
shall be effective to continue this Agreement from year to year
if given within a period beginning not more than 90 days prior to
August 1st of each applicable year, notwithstanding the fact that
more than 365 days may have elapsed since the date on which such
approval was last given.
8. Termination. This Agreement may be terminated, with respect to
any Fund, by the Investment Manager at any time without penalty upon
giving the Company 60 days’ written notice, and may be terminated,
with respect to any Fund, at any time without penalty by the Board
of Directors or by vote of a majority of the outstanding voting
securities of such Fund on 60 days’ written notice to the
Investment Manager.
9. Effect of Assignment. This Agreement shall automatically
terminate with respect to any Fund in the event of its assignment
by the Investment Manager. The term “assignment” for this purpose
having the meaning defined in Section 2(a)(4) of the
Investment Company Act.
10. Other Activities. Nothing herein shall be deemed to limit or
restrict the right of the Investment Manager, or the right of any of its
officers, directors or employees (who may also be a Director, officer or
employee of the Company), to engage in any other business
or to devote time and attention to the management or other aspects of
any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual
or association.
11. Standard of Care. In the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of its obligations
or duties hereunder on the part of the Investment Manager, it, as an
inducement to it to enter into this Agreement, shall not be subject to
liability to the Company or to any shareholder of the Company for any
act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
12. Separate Agreement. The parties hereto acknowledge that
certain provisions of the Investment Company Act, in effect, treat each
series of shares of a registered investment company as a separate
investment company. Accordingly, the parties hereto hereby acknowledge
and agree that, to the extent deemed appropriate and consistent with
the Investment Company Act, this Agreement shall be deemed to constitute
a separate agreement between the Investment Manager
and each Fund.
13. Use of the Name “American Century”. The name “American Century”
and all rights to the use of the name “American Century” are the
exclusive property of American Century Proprietary Holdings, Inc. (“ACPH”).
ACPH has consented to, and granted a non-exclusive license
for, the use by the Company of the name “American Century” in the name
of the Company and any Fund. Such consent and non-exclusive license may
be revoked by ACPH in its discretion if ACPH, the
Investment Manager, or a subsidiary or affiliate of either of them
is not employed as the investment adviser of each Fund. In the
event of such revocation, the Company and each Fund using the name
“American Century” shall cease using the name “American Century”
unless otherwise consented to by ACPH or any successor to its
interest in such name.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their respective duly authorized officers
to be effective as of the day and year first written above.
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. AMERICAN CENTURY TARGET MATURITIES TRUST
Xxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx
Vice President Senior Vice President
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 Sch 1 Sch 2 Sch 3 Sch 4 Sch 5 Sch 6 Sch 7 Sch 8 Sch 9
First $1
billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600% 0.3800% 0.4600% 0.4400%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080% 0.3280% 0.4080% 0.3880%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780% 0.2980% 0.3780% 0.3580%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580% 0.2780% 0.3580% 0.3380%
Next $15
billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450% 0.2650% 0.3450% 0.3250%
Next $25
billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430% 0.2630% 0.3430% 0.3230%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425% 0.2625% 0.3425% 0.3225%
Equity Funds
Rate Schedules
Category Assets Sch 1 Sch 2 Sch 3 Sch 4 Sch 5 Sch 6 Sch 7
First $1 billion 0.5200% 0.7200% 1.2300% 0.8700% 1.0000% 1.1500% 1.3000%
Next $5 billion 0.4600% 0.6600% 1.1700% 0.8100% 0.9400% 1.0900% 1.2400%
Next $15 billion 0.4160% 0.6160% 1.1260% 0.7660% 0.8960% 1.0460% 1.1960%
Next $25 billion 0.3690% 0.5690% 1.0790% 0.7190% 0.8490% 0.9990% 1.1490%
Next $50 billion 0.3420% 0.5420% 1.0520% 0.6920% 0.8220% 0.9720% 1.1220%
Next $150 billion 0.3390% 0.5390% 1.0490% 0.6890% 0.8190% 0.9690% 1.1190%
Thereafter 0.3380% 0.5380% 1.0480% 0.6880% 0.8180% 0.9680% 1.1180%
Schedule B
Investment Category Assignments
American Century Target Maturities Trust
Applicable Fee
Series Category Schedule Number
Target 2010 Fund Bond Funds 3
Target 2015 Fund Bond Funds 3
Target 2020 Fund Bond Funds 3
Target 2025 Fund Bond Funds 3
Schedule C
Complex Fee Schedules
Rate Schedules
Complex Assets Institutional Class All Other Classes
First $2.5 billion 0.1100% 0.3100%
Next $7.5 billion 0.1000% 0.3000%
Next $15.0 billion 0.0985% 0.2985%
Next $25.0 billion 0.0970% 0.2970%
Next $25.0 billion 0.0870% 0.2870%
Next $25.0 billion 0.0800% 0.2800%
Next $25.0 billion 0.0700% 0.2700%
Next $25.0 billion 0.0650% 0.2650%
Next $25.0 billion 0.0600% 0.2600%
Next $25.0 billion 0.0550% 0.2550%
Thereafter 0.0500% 0.2500%
Classes
Series Inves- Institu- Advi- A B C R
tor tional sor
Target 2010 Fund Yes No Yes No No No No
Target 2015 Fund Yes No Yes No No No No
Target 2020 Fund Yes No Yes No No No No
Target 2025 Fund Yes No Yes No No No No
