AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
MANAGEMENT AGREEMENT
Advisor Class
This MANAGEMENT AGREEMENT is made and entered into by and between the
registered investment companies listed on Exhibit A to this Agreement (the
"Companies"), as of the dates noted on such Exhibit A, and American Century
Investment Management, Inc., a Delaware corporation (the "Investment Manager").
WHEREAS, the Companies have adopted a Multiple Class Plan dated as of
August 1, 1997, (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 three classes of shares of
certain series of shares of the Companies: the Investor Class, the Institutional
Class and the Advisor Class; and
WHEREAS, the sole class of shares issued by each series of shares of
the Companies prior to the adoption of the Multiple Class Plan has been
designated as the Investor Class, the investment management services for which
are provided by the Investment Manager pursuant to that certain Management
Agreement dated as of August 1, 1997 and its predecessors; and
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 the Advisor Class of each series of shares of the Companies
contemplated as of the date hereof, and the Advisor Class of 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 the Advisor Class of 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. In performing its duties hereunder, the
Investment Manager will manage the portfolio of all classes 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 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 Multiple Class Plan; and
(f) the registration statement of the Companies, 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 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
the Advisor Class of each series of the Companies' shares that it shall
manage, other than interest, taxes, brokerage commissions, portfolio
insurance, 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) and expenses incurred in connection with the provision of shareholder
services and distribution services under the Master Distribution and
Shareholder Services Plan dated as of August 1, 1997. The Investment
Manager will provide the Companies with all physical facilities and
personnel required to carry on the business of the Advisor Class 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 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,
the Advisor Class of 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 the Advisor Class of 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 of
the assets of all of the open-end investment company series
which invest primarily in debt securities, 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) The assets which are used to compute the Applicable Fee shall be
the assets of all of the open-end investment companies managed by
the Investment Manager. Any exceptions to this requirement shall
be approved by the Board of Directors of the Companies.
(b) On the first business day of each month, the Advisor Class of 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 an Advisor Class of 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 Advisor Class 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 Advisor
Class 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 Companies. 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
indicated on Exhibit A.
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
Attest: AMERICAN CENTURY TARGET MATURITIES TRUST
/*/Xxxxxxx X. Xxxx /*/Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxx Xxxxx X. Xxxxxx
Secretary President and Chief Executive Officer
Attest: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
/*/Xxxxxxx X. Xxxxx /*/Xxxxx X. Xxxxxxx III
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxx III
Secretary President and Chief Executive Officer
Exhibit A
Registered Investment Companies Subject to Management Agreement
--------------------------------------------------------------------------------- ----------------------------------
Registered Investment Company and Advisor Class Funds Date
--------------------------------------------------------------------------------- ----------------------------------
American Century Government Income Trust
Xxxxxx GNMA Fund August 1, 1997
Xxxxxx Government Agency Money Market Fund August 1, 1997
Xxxxxx Intermediate-Term Treasury Fund August 1, 1997
Benham Long-Term Treasury Fund August 1, 1997
Xxxxxx Short-Term Government Fund August 1, 1997
Xxxxxx Short-Term Treasury Fund August 1, 1997
American Century International Bond Funds
Xxxxxx International Bond Fund August 1, 1997
American Century Quantitative Equity Funds
American Century Equity Growth Fund August 1, 1997
American Century Global Gold Fund August 1, 1997
American Century Global Natural Resources Fund August 1, 1997
American Century Income & Growth Fund August 1, 1997
American Century Utilities Fund August 1, 1997
American Century Target Maturities Trust
Xxxxxx Target Maturities Trust: 2000 August 1, 1997
Xxxxxx Target Maturities Trust: 2005 August 1, 1997
Xxxxxx Target Maturities Trust: 2010 August 1, 1997
Xxxxxx Target Maturities Trust: 2015 August 1, 1997
Xxxxxx Target Maturities Trust: 2020 August 1, 1997
Xxxxxx Target Maturities Trust: 2025 August 1, 1997
--------------------------------------------------------------------------------- ----------------------------------
By executing this Exhibit A, each Fund executes the Management Agreement to
which it is attached and all of its Exhibits and amendments as of the date
specified above.
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
/*/Xxxxx X. Xxxxxxx III /*/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx III Xxxxx X. Xxxxxx
President and Chief Executive Officer President and Chief Executive Officer
Exhibit B
Series Investment Categories
----------------------------------------- --------------------------------------------------------------------------
Investment Category Series
----------------------------------------- --------------------------------------------------------------------------
Money Market Funds Xxxxxx Government Agency Money Market Fund
Bond Funds Xxxxxx GNMA Fund
Xxxxxx Intermediate-Term Treasury Fund
Xxxxxx International Bond Fund
Benham Long-Term Treasury Fund
Xxxxxx Short-Term Government 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
----------------------------------------- --------------------------------------------------------------------------
Dated: August 1, 1997
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
As executed on behalf of the above in As executed on behalf of the above in
Exhibit A by Exhibit A by
Xxxxx X. Xxxxxxx III Xxxxx X. Xxxxxx
President and Chief Executive Officer President and Chief Executive Officer
Exhibit C
Investment Category Fee Schedules: Money Market Funds
Schedule 1
------------------------------------------------------------------
CATEGORY ASSETS FEE RATE Schedule 1 Funds:
First $1 billion 0.2500% Xxxxxx Government Agency Money Market Fund
Next $1 billion 0.2070% ------------------------------------------------------------------
Next $3 billion 0.1660%
Next $5 billion 0.1490%
Next $15 billion 0.1380%
Next $25 billion 0.1375%
Thereafter 0.1370%
Schedule 2
------------------------------------------------------------------
CATEGORY ASSETS FEE RATE Schedule 2 Funds:
First $1 billion 0.2700% NONE
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 3
------------------------------------------------------------------
CATEGORY ASSETS FEE RATE Schedule 3 Funds:
First $1 billion 0.3700% NONE
Next $1 billion 0.3270% ------------------------------------------------------------------
Next $3 billion 0.2860%
Next $5 billion 0.2690%
Next $15 billion 0.2580%
Next $25 billion 0.2575%
Thereafter 0.2570%
Category Fee Schedules: Bond Funds
Schedule 1
------------------------------------------------------------------
CATEGORY ASSETS FEE RATE Schedule 1 Funds:
First $1 billion 0.2800% Xxxxxx Short-Term Treasury Fund
Next $1 billion 0.2280% Xxxxxx Intermediate-Term Treasury Fund
Next $3 billion 0.1980% Benham Long-Term Treasury Fund
Next $5 billion 0.1780% ------------------------------------------------------------------
Next $15 billion 0.1650%
Next $25 billion 0.1630%
Thereafter 0.1625%
Schedule 2
------------------------------------------------------------------
CATEGORY ASSETS FEE RATE Schedule 2 Funds:
First $1 billion 0.3100% NONE
Next $1 billion 0.2580% ------------------------------------------------------------------
Next $3 billion 0.2280%
Next $5 billion 0.2080%
Next $15 billion 0.1950%
Next $25 billion 0.1930%
Thereafter 0.1925%
Schedule 3
------------------------------------------------------------------
CATEGORY ASSETS FEE RATE Schedule 3 Funds:
First $1 billion 0.3600% Xxxxxx GNMA Fund
Next $1 billion 0.3080% Xxxxxx Short-Term Government Fund
Next $3 billion 0.2780% Xxxxxx Target Maturities Trust: 2000
Next $5 billion 0.2580% Xxxxxx Target Maturities Trust: 2005
Next $15 billion 0.2450% Xxxxxx Target Maturities Trust: 2010
Next $25 billion 0.2430% Xxxxxx Target Maturities Trust: 2015
Thereafter 0.2425% Xxxxxx Target Maturities Trust: 2020
Xxxxxx Target Maturities Trust: 2025
------------------------------------------------------------------
Category Fee Schedules: Bond Funds
(continued)
Schedule 4
------------------------------------------------------------------
CATEGORY ASSETS FEE RATE Schedule 4 Funds:
First $1 billion 0.6100% Xxxxxx International Bond Fund
Next $1 billion 0.5580% ------------------------------------------------------------------
Next $3 billion 0.5280%
Next $5 billion 0.5080%
Next $15 billion 0.4950%
Next $25 billion 0.4930%
Thereafter 0.4925%
Category Fee Schedules: Equity Funds
Schedule 1
------------------------------------------------------------------
CATEGORY ASSETS FEE RATE Schedule 1 Funds:
First $1 billion 0.5200% American Century Equity Growth Fund
Next $5 billion 0.4600% American Century Global Gold Fund
Next $15 billion 0.4160% American Century Global Natural Resources Fund
Next $25 billion 0.3690% American Century Income & Growth Fund
Next $50 billion 0.3420% American Century Utilities Fund
Next $150 billion 0.3390% ------------------------------------------------------------------
Thereafter 0.3380%
Dated: August 1, 1997
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
As executed on behalf of the above in As executed on behalf of the above in
Exhibit A by Exhibit A by
Xxxxx X. Xxxxxxx III Xxxxx X. Xxxxxx
President and Chief Executive Officer President and Chief Executive Officer
Exhibit D
Complex Fee Schedule
Complex Assets Fee Rate
-------------- --------
First $2.5 billion 0.0600%
Next $7.5 billion 0.0500%
Next $15.0 billion 0.0485%
Next $25.0 billion 0.0470%
Next $50.0 billion 0.0460%
Next $100.0 billion 0.0450%
Next $100.0 billion 0.0440%
Next $200.0 billion 0.0430%
Next $250.0 billion 0.0420%
Next $500.0 billion 0.0410%
Thereafter 0.0400%
Dated: August 1, 1997
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
As executed on behalf of the above in As executed on behalf of the above in
Exhibit A by Exhibit A by
Xxxxx X. Xxxxxxx III Xxxxx X. Xxxxxx
President and Chief Executive Officer President and Chief Executive Officer
