MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (“Agreement”) is effective as of the
1st day of August, 2009, 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”), 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 A attached hereto (the “Funds”).
WHEREAS, the parties hereto now desire to amend and restate
the Agreement to reflect the effective date of the agreement
and the revised fee schedules.
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; 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 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 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.
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 each 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 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 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
executed by their respective duly authorized officers to be effective
as of the day and year first above written.
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY MUTUAL FUNDS,
MANAGEMENT, 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 Fee Schedule by Class
Investment Institu-
Strategy tional
Assets Investor Advisor A B C R
Ultra First $2.5 billion 1.000% 0.800% n/a 1.000% 1.000% 1.000% 1.000%
Fund 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%
New Opportunities II
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