INTERIM MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 16th day
of February, 2010, by and between AMERICAN CENTURY MUTUAL FUNDS, INC.,
a Maryland corporation (hereinafter called the “Company”), and AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter
called the “Investment Manager”).
WHEREAS, a majority of those members of the Board of Directors of the
Company (collectively, the “Board of Directors”, and each individually
a “Director”) who are not “interested persons” as defined in Investment
Company Act (hereinafter referred to as the “Independent Directors”),
has approved this Agreement as it relates to each series of shares of
the Company set forth on Schedule A 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 class of each Fund. 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 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. In performing its duties hereunder, the Investment Manager
will manage the portfolio of all classes of shares of a particular
Fund 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 adopted by the Company as amended
from time to time; 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
of the expenses of each class of each Fund, other than interest,
taxes, brokerage commissions, 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 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 Funds, 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 Fund or Fund class.
6. Management Fees.
(a) In consideration of the services provided by the Investment
Manager, each class of each Fund 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 Fund, as well as
any other series of any other registered investment company for
which the Investment Manager, or an affiliated investment advisor,
serves as the investment manager and for which American Century
Investment Services, Inc. serves as the distributor.
(4) A “Secondary Strategy Portfolio” of a Fund 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 Fund is calculated
by dividing the net assets of the Fund by the sum of the net assets
of the Primary Strategy Portfolios that share a common Investment
Strategy.
(6) The “Secondary Strategy Assets” of a Fund is the sum of the
net assets of the Fund’s Secondary Strategy Portfolios multiplied
by the Fund’s Secondary Strategy Share Ratio.
(7) The “Investment Strategy Assets” of a Fund is the sum of
the net assets of the Fund and the Fund’s 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 Fund using the Investment Strategy Assets.
(9) The “Per Annum Fee Rate” for a class of a Fund is the
percentage rate that results from dividing the Per Annum Fee Dollar
Amount for the class of a Fund by the Investment Strategy Assets
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 Fee Rate for that class by 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 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
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 and/or classes, or, in the alternative, enter into
a separate management agreement that relates specifically to such
series and/or classes 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, including
a majority of the Independent Directors, and the shareholders
of the Company.
8. Continuation of Agreement. This Agreement shall become
effective for each Fund as of the date first set forth above
(the “Effective Date”) and shall continue in effect for each
Fund until the earlier of (i) 150 days from the Effective Date,
or (ii) the date as of which the shareholders of each Fund approve
a new management agreement.
9. 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 each class of such Fund on 60 days’ written notice to the Investment
Manager.
10. 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
has 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 Fund.
14. 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
duly executed by their respective duly authorized officers to be effective
as of the day and year first above written.
AMERICAN CENTURY INVESTMENT MANAGEMENT,
AMERICAN CENTURY MUTUAL FUNDS,
INC. INC.
/s/Xxxxx X. Xxxxxxxxxx
/s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Vice President Senior Vice President
Schedule A
Fee Schedules
Series Investment Strategy Fee Schedule by Class
Assets Inves Institu- A B C R
tor tional Advisor
Ultra Fund First $2.5 billion 1.000% 0.800% n/a 1.000% 1.000% 1.000% 1.000%
Next $2.5 billion 0.995% 0.795% n/a 0.995% 0.995% 0.995% 0.995%
Next $2.5 billion 0.980% 0.780% n/a 0.980% 0.980% 0.980% 0.980%
Next $2.5 billion 0.970% 0.770% n/a 0.970% 0.970% 0.970% 0.970%
Next $2.5 billion 0.960% 0.760% n/a 0.960% 0.960% 0.960% 0.960%
Next $2.5 billion 0.950% 0.750% n/a 0.950% 0.950% 0.950% 0.950%
Next $2.5 billion 0.940% 0.740% n/a 0.940% 0.940% 0.940% 0.940%
Next $2.5 billion 0.930% 0.730% n/a 0.930% 0.930% 0.930% 0.930%
Next $2.5 billion 0.920% 0.720% n/a 0.920% 0.920% 0.920% 0.920%
Next $2.5 billion 0.910% 0.710% n/a 0.910% 0.910% 0.910% 0.910%
Next $5 billion 0.900% 0.700% n/a 0.900% 0.900% 0.900% 0.900%
Over $30 billion 0.800% 0.600% n/a 0.800% 0.800% 0.800% 0.800%
Vista Fund All Assets 1.000% 0.800% 1.000% n/a n/a n/a 1.000%
Heritage Fund All Assets 1.000% 0.800% n/a 1.000% 1.000% 1.000% 1.000%
Giftrust Fund All Assets 1.000% n/a n/a n/a n/a n/a n/a
New Opportunities
Fund First $250 million 1.500% n/a n/a n/a n/a n/a n/a
Next $250 million 1.250% n/a n/a n/a n/a n/a n/a
Next $250 million 1.150% n/a n/a n/a n/a n/a n/a
Over $750 million 1.100% n/a n/a n/a n/a n/a n/a
Growth Fund First $2.5 billion 1.000% 0.800% 1.000% n/a n/a n/a 1.000%
Next $2.5 billion 0.995% 0.795% 0.995% n/a n/a n/a 0.995%
Next $2.5 billion 0.980% 0.780% 0.980% n/a n/a n/a 0.980%
Next $2.5 billion 0.970% 0.770% 0.970% n/a n/a n/a 0.970%
Next $2.5 billion 0.960% 0.760% 0.960% n/a n/a n/a 0.960%
Next $2.5 billion 0.950% 0.750% 0.950% n/a n/a n/a 0.950%
Next $2.5 billion 0.940% 0.740% 0.940% n/a n/a n/a 0.940%
Next $2.5 billion 0.930% 0.730% 0.930% n/a n/a n/a 0.930%
Next $2.5 billion 0.920% 0.720% 0.920% n/a n/a n/a 0.920%
Next $2.5 billion 0.910% 0.710% 0.910% n/a n/a n/a 0.910%
Next $5 billion 0.900% 0.700% 0.900% n/a n/a n/a 0.900%
Over $30 billion 0.800% 0.600% 0.800% n/a n/a n/a 0.800%
Select Fund First $2.5 billion 1.000% 0.800% n/a 1.000% 1.000% 1.000% 1.000%
Next $2.5 billion 0.995% 0.795% n/a 0.995% 0.995% 0.995% 0.995%
Next $2.5 billion 0.980% 0.780% n/a 0.980% 0.980% 0.980% 0.980%
Next $2.5 billion 0.970% 0.770% n/a 0.970% 0.970% 0.970% 0.970%
Next $2.5 billion 0.960% 0.760% n/a 0.960% 0.960% 0.960% 0.960%
Next $2.5 billion 0.950% 0.750% n/a 0.950% 0.950% 0.950% 0.950%
Next $2.5 billion 0.940% 0.740% n/a 0.940% 0.940% 0.940% 0.940%
Next $2.5 billion 0.930% 0.730% n/a 0.930% 0.930% 0.930% 0.930%
Next $2.5 billion 0.920% 0.720% n/a 0.920% 0.920% 0.920% 0.920%
Next $2.5 billion 0.910% 0.710% n/a 0.910% 0.910% 0.910% 0.910%
Next $5 billion 0.900% 0.700% n/a 0.900% 0.900% 0.900% 0.900%
Over $30 billion 0.800% 0.600% n/a 0.800% 0.800% 0.800% 0.800%
Capital Growth
Fund First $2.5 billion 1.000% 0.800% n/a 1.000% 1.000% 1.000% 1.000%
Next $2.5 billion 0.995% 0.795% n/a 0.995% 0.995% 0.995% 0.995%
Next $2.5 billion 0.980% 0.780% n/a 0.980% 0.980% 0.980% 0.980%
Next $2.5 billion 0.970% 0.770% n/a 0.970% 0.970% 0.970% 0.970%
Next $2.5 billion 0.960% 0.760% n/a 0.960% 0.960% 0.960% 0.960%
Next $2.5 billion 0.950% 0.750% n/a 0.950% 0.950% 0.950% 0.950%
Next $2.5 billion 0.940% 0.740% n/a 0.940% 0.940% 0.940% 0.940%
Next $2.5 billion 0.930% 0.730% n/a 0.930% 0.930% 0.930% 0.930%
Next $2.5 billion 0.920% 0.720% n/a 0.920% 0.920% 0.920% 0.920%
Next $2.5 billion 0.910% 0.710% n/a 0.910% 0.910% 0.910% 0.910%
Next $5 billion 0.900% 0.700% n/a 0.900% 0.900% 0.900% 0.900%
Over $30 billion 0.800% 0.600% n/a 0.800% 0.800% 0.800% 0.800%
Small Cap
Growth Fund First $250 million 1.500% 1.300% n/a 1.500% 1.500% 1.500% 1.500%
Next $250 million 1.250% 1.050% n/a 1.250% 1.250% 1.250% 1.250%
Next $250 million 1.150% 0.950% n/a 1.150% 1.150% 1.150% 1.150%
Over $750 million 1.100% 0.900% n/a 1.100% 1.100% 1.100% 1.100%
Veedot Fund First $500 million 1.250% 1.050% n/a n/a n/a n/a n/a
Next $500 million 1.100% 0.900% n/a n/a n/a n/a n/a
Over $1 billion 1.000% 0.800% n/a n/a n/a n/a n/a
Balanced Fund First $1 billion 0.900% 0.700% n/a n/a n/a n/a n/a
Over $1billion 0.800% 0.600% n/a n/a n/a n/a n/a
Capital Value
Fund First $500 million 1.100% 0.900% 1.100% n/a n/a n/a n/a
Next $500 million 1.000% 0.800% 1.000% n/a n/a n/a n/a
Over $1 billion 0.900% 0.700% 0.900% n/a n/a n/a n/a
Fundamental Equity
Fund First $2.5 billion 1.000% 0.800% n/a 1.000% 1.000% 1.000% 1.000%
Next $2.5 billion 0.995% 0.795% n/a 0.995% 0.995% 0.995% 0.995%
Next $2.5 billion 0.980% 0.780% n/a 0.980% 0.980% 0.980% 0.980%
Next $2.5 billion 0.970% 0.770% n/a 0.970% 0.970% 0.970% 0.970%
Next $2.5 billion 0.960% 0.760% n/a 0.960% 0.960% 0.960% 0.960%
Next $2.5 billion 0.950% 0.750% n/a 0.950% 0.950% 0.950% 0.950%
Next $2.5 billion 0.940% 0.740% n/a 0.940% 0.940% 0.940% 0.940%
Next $2.5 billion 0.930% 0.730% n/a 0.930% 0.930% 0.930% 0.930%
Next $2.5 billion 0.920% 0.720% n/a 0.920% 0.920% 0.920% 0.920%
Next $2.5 billion 0.910% 0.710% n/a 0.910% 0.910% 0.910% 0.910%
Next $5 billion 0.900% 0.700% n/a 0.900% 0.900% 0.900% 0.900%
Over $30 billion 0.800% 0.600% n/a 0.800% 0.800% 0.800% 0.800%
Focused Growth
Fund First $2.5 billion 1.000% 0.800% n/a 1.000% 1.000% 1.000% 1.000%
Next $2.5 billion 0.995% 0.795% n/a 0.995% 0.995% 0.995% 0.995%
Next $2.5 billion 0.980% 0.780% n/a 0.980% 0.980% 0.980% 0.980%
Next $2.5 billion 0.970% 0.770% n/a 0.970% 0.970% 0.970% 0.970%
Next $2.5 billion 0.960% 0.760% n/a 0.960% 0.960% 0.960% 0.960%
Next $2.5 billion 0.950% 0.750% n/a 0.950% 0.950% 0.950% 0.950%
Next $2.5 billion 0.940% 0.740% n/a 0.940% 0.940% 0.940% 0.940%
Next $2.5 billion 0.930% 0.730% n/a 0.930% 0.930% 0.930% 0.930%
Next $2.5 billion 0.920% 0.720% n/a 0.920% 0.920% 0.920% 0.920%
Next $2.5 billion 0.910% 0.710% n/a 0.910% 0.910% 0.910% 0.910%
Next $5 billion 0.900% 0.700% n/a 0.900% 0.900% 0.900% 0.900%
Over $30 billion 0.800% 0.600% n/a 0.800% 0.800% 0.800% 0.800%
NT Growth Fund First $2.5 billion n/a 0.800% n/a n/a n/a n/a n/a
Next $2.5 billion n/a 0.795% n/a n/a n/a n/a n/a
Next $2.5 billion n/a 0.780% n/a n/a n/a n/a n/a
Next $2.5 billion n/a 0.770% n/a n/a n/a n/a n/a
Next $2.5 billion n/a 0.760% n/a n/a n/a n/a n/a
Next $2.5 billion n/a 0.750% n/a n/a n/a n/a n/a
Next $2.5 billion n/a 0.740% n/a n/a n/a n/a n/a
Next $2.5 billion n/a 0.730% n/a n/a n/a n/a n/a
Next $2.5 billion n/a 0.720% n/a n/a n/a n/a n/a
Next $2.5 billion n/a 0.710% n/a n/a n/a n/a n/a
Next $5 billion n/a 0.700% n/a n/a n/a n/a n/a
Over $30 billion n/a 0.600% n/a n/a n/a n/a n/a
NT Vista Fund All Assets n/a 0.800% n/a n/a n/a n/a n/a
