INTERIM MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 16th day
of February, 2010 by and between AMERICAN CENTURY CALIFORNIA TAX-FREE
AND MUNICIPAL FUNDS, 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 the 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 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 class 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.
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 Declaration of Trust 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 of 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
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 a 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 (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.
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 each class 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 has 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
duly executed by their respective authorized officers to be effective as
of the day and year first written above.
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY CALIFORNIA TAX-FREE
MANAGEMENT, INC. AND MUNICIPAL FUNDS.
/s/Xxxxx X. Xxxxxxxxxx
/s/Xxxxxxx X. Xxxxxxxxxxx
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 0.25% 0.27% 0.35% 0.23%
Next $1 billion 0.21% 0.23% 0.31% 0.19%
Next $3 billion 0.17% 0.19% 0.27% 0.15%
Next $5 billion 0.15% 0.17% 0.25% 0.13%
Next $15 billion 0.14% 0.16% 0.24% 0.12%
Next $25 billion 0.14% 0.16% 0.24% 0.12%
Thereafter 0.14% 0.16% 0.24% 0.12%
Bond Funds
Rate Schedules
Category Assets 1 2 3 4 5 6 7 8 9 10
First $1 billion 0.28% 0.31% 0.36% 0.61% 0.41% 0.66% 0.38% 0.46% 0.44% 0.89%
Next $1 billion 0.23% 0.26% 0.31% 0.56% 0.36% 0.61% 0.33% 0.41% 0.39% 0.84%
Next $3 billion 0.20% 0.23% 0.28% 0.53% 0.33% 0.58% 0.30% 0.38% 0.36% 0.81%
Next $5 billion 0.18% 0.21% 0.26% 0.51% 0.31% 0.56% 0.28% 0.36% 0.34% 0.79%
Next $15 billion 0.17% 0.20% 0.25% 0.50% 0.30% 0.55% 0.27% 0.35% 0.33% 0.78%
Next $25 billion 0.16% 0.19% 0.24% 0.49% 0.29% 0.54% 0.26% 0.34% 0.32% 0.78%
Thereafter 0.16% 0.19% 0.24% 0.49% 0.29% 0.54% 0.26% 0.34% 0.32% 0.78%
Equity Funds
Rate Schedules
Category Assets 1 2 3 4 5 6 7
First $1 billion 0.52% 0.72% 1.23% 0.87% 1.00% 1.15% 1.30%
Next $5 billion 0.46% 0.66% 1.17% 0.81% 0.94% 1.09% 1.24%
Next $15 billion 0.42% 0.62% 1.13% 0.77% 0.90% 1.05% 1.20%
Next $25 billion 0.37% 0.57% 1.08% 0.72% 0.85% 1.00% 1.15%
Next $50 billion 0.34% 0.54% 1.05% 0.69% 0.82% 0.97% 1.12%
Next $150 billion 0.34% 0.54% 1.05% 0.69% 0.82% 0.97% 1.12%
Thereafter 0.34% 0.54% 1.05% 0.69% 0.82% 0.97% 1.12%
Schedule B
Investment Category Assignments
Applicable Fee
Series Category Schedule Number
California Tax-Free Money Market Fund Money Market Funds 2
California Tax-Free Bond Fund Bond Funds 1
California Long-Term Tax-Free Fund Bond Funds 1
California High-Yield Municipal Fund Bond Funds 2
Schedule C
Complex Fee Schedules
Rate Schedules
Complex Assets Institutional Class All Other Classes
First $2.5 billion 0.11% 0.31%
Next $7.5 billion 0.10% 0.30%
Next $15.0 billion 0.10% 0.30%
Next $25.0 billion 0.10% 0.30%
Next $25.0 billion 0.09% 0.29%
Next $25.0 billion 0.08% 0.28%
Next $25.0 billion 0.07% 0.27%
Next $25.0 billion 0.07% 0.27%
Next $25.0 billion 0.06% 0.26%
Next $25.0 billion 0.06% 0.26%
Thereafter 0.05% 0.25%
Series Investor Institu Advisor A B C R
Class tional Class Class Class Class Class
California High-Yield Municipal Fund Yes No No Yes Yes Yes No
California Tax Free Money Market Fund Yes No No No No No No
California Tax-Free Bond Fund Yes No No No No No No
California Long-Term Tax-Free Fund Yes No No Yes Yes Yes No
