MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 1st day of
August, 1997, by and between AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., a
Maryland corporation (hereinafter called the "Corporation"), and AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called
the "Investment Manager").
WHEREAS, the Corporation has adopted a Multiple Class Plan dated as of
September 3, 1996 (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 four classes of shares for
certain series of shares of the Corporation: the Investor Class, the
Institutional Class, the Service Class, and the Advisor Class; and
WHEREAS, the parties hereto desire to enter into this Agreement to
arrange for investment management services to be provided by Investment Manager
for all classes of shares issued by the Corporation.
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 series of shares of the
Corporation contemplated as of the date hereof, and each class of each
subsequent series of shares as the Corporation shall select the Investment
Manager to manage. 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 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 shares 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: (1) the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and any rules and regulations promulgated thereunder;
(2) any other applicable provisions of law; (3) the Articles of Incorporation of
the Corporation as amended from time to time; (4) the Bylaws of the Corporation
as amended from time to time; (5) the Multiple Class Plan; and (6) the
registration statement(s) of the Corporation, 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 of the Corporation, its executive committee, or any committee or
officers of the Corporation 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 series of the Corporation's shares that it shall
manage other than interest, taxes, brokerage commissions, extraordinary
expenses, the fees and expenses of those directors who are not "interested
persons" as defined in the Investment Company 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 adopted by the
Corporation and dated September 3, 1996. The Investment Manager will provide the
Corporation with all physical facilities and personnel required to carry on the
business of each class of each series of the Corporation's shares 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 Corporation, 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 series, such fee to be retained by
the Corporation 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 class and series.
6. Management Fees.
(a) In consideration of the services provided by the Investment
Manager, each class of each series of shares of the Corporation managed by the
Investment Manager shall pay to the Investment Manager a per annum management
fee (hereinafter, the "Applicable Fee") as follows:
Name of Series Name of Class Applicable Fee Rate
-------------- ------------- -------------------
American Century Equity Income Fund Investor Class 1.00%
Institutional Class .80%
Service Class .75%
Advisor Class .75%
American Century Value Fund Investor Class 1.00%
Institutional Class .80%
Service Class .75%
Advisor Class .75%
American Century Real Estate Fund Investor Class 1.20%
Institutional Class 1.00%
Advisor Class .95%
(b) On the first business day of each month, each class of each series
of shares set forth above 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 set forth above for each class and series by the aggregate
average daily closing value of the net assets of each class and series 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 the Corporation 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
Corporation and the Investment Manager may 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. 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 Corporation. 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 of the Corporation, including a majority of the
Independent Directors, and the shareholders of the Corporation.
8. 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 at least annually (a) by the Board of Directors of the
Corporation or by the vote of a majority of the outstanding class of voting
securities of each series and (b) by the vote of a majority of the Directors of
the Corporation, 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.
9. Termination. This Agreement may be terminated by the Investment
Manager at any time without penalty upon giving the Corporation 60 days' written
notice, and may be terminated at any time without penalty by the Board of
Directors of the Corporation or by vote of a majority of the outstanding voting
securities of each class of each series on 60 days' written notice to the
Investment Manager.
10. 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 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 Corporation), 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 Corporation or to any
shareholder of the Corporation 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 series of shares of the Corporation managed by the Investment Manager.
14. Use of the Names "American Century", "Twentieth Century", and
"Xxxxxx". The names "American Century", "Twentieth Century", and "Xxxxxx" and
all rights to the use of the names "American Century", "Twentieth Century", and
"Xxxxxx" are the exclusive property of American Century Services Corporation
and/or its affiliate, Xxxxxx Management Corporation (collectively, "ACSC"). ACSC
has consented to, and granted a non-exclusive license for, the use by the
Corporation of the names "American Century", "Twentieth Century", and "Xxxxxx"
in the name of the Corporation 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 adviser of each series of shares of the Corporation.
In the event of such revocation, the Corporation and each series of shares
thereof using the names "American Century", "Twentieth Century", or "Xxxxxx"
shall cease using the names "American Century", "Twentieth 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 CAPITAL AMERICAN CENTURY INVESTMENT
PORTFOLIOS, INC. MANAGEMENT, INC.
By: /s/Xxxxx X. Xxxxxxx III By: /s/Xxxxx X. Xxxxxxx III
Name: Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III
Title: President Title: President
Attest: /s/ Xxxxxxx X. Xxxxx Attest: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Secretary Title: Secretary
