MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is made as of the 1st day of March, 2010
by and between AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC., a Maryland
corporation, AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS,
a Massachusetts business trust, AMERICAN CENTURY GOVERNMENT INCOME TRUST,
a Massachusetts business trust, AMERICAN CENTURY MUNICIPAL TRUST,
a Massachusetts business trust, each a registered investment company
(each a “Company” and collectively the “Companies”), and AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Investment Manager”).
WHEREAS, a majority of those members of the Board of Trustees or the Board of
Directors, as applicable, of the Companies (collectively, the “Board of
Directors”, and each Trustee or Directors 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 class and series of shares of the Companies 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 Articles of Incorporation of Declaration of Trust of each
Company as amended from time to time, as appropriate;
(d) the Bylaws of each Company as amended from time to time;
(e) the Multiple Class Plan of each Company as amended from time
to time; and
(f) the registration statements of each 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 relevant 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 each 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 a particular 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 relevant 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 and
shall continue in effect for each Fund for a period of two (2) years,
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
the date as of which the Agreement would otherwise terminate in each
applicable year, notwithstanding the fact that more than 365 days may have
elapsed since the date on which such approval was last given.
8. Termination. This Agreement may be terminated, with respect to any Fund,
by the Investment Manager at any time without penalty upon giving the affected
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 one or more Companies), 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 any 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 each Company of the name “American Century” in the name of each
such 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, each 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 amended
and restated as of the day and year first written above.
American Century Investment Management, Inc. American Century Quantitative Equity
Funds, Inc.
American Century California Tax-Free
And Municipal Funds
American Century Government Income Trust
American Century Municipal Trust
/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 1 2 3 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
American Century Quantitative
Equity Funds, Inc.
Small Company Fund Equity Funds 2
American Century Municipal Trust
High-Yield Municipal Fund Bond Funds 5
Tax-Free Bond Fund Bond Funds 1
New York Tax-Free Fund Bond Funds 9
American Century California
Tax-Free and Municipal Funds
California Long-Term Tax-Free Fund Bond Funds 1
California Tax-Free Bond Fund Bond Funds 1
California High-Yield Municipal Fund Bond Funds 2
American Century Government Income Trust
Inflation-Adjusted Bond Fund Bond Funds 1
Xxxxxx Mae Fund Bond Funds 3
Government Bond Fund Bond Funds 1
Short-Term Government Fund Bond Funds 3
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 Institu- A C R
tional Class Class Class
Class
American Century
Quantitative Equity Funds, Inc.
Small Company Fund No No Yes No
American Century Municipal Trust
High-Yield Municipal Fund Yes
Tax-Free Bond Fund Yes Yes
New York Tax-Free Fund Yes
American Century California
Tax-Free and Municipal Funds
California Long-Term Tax-Free Fund Yes
California Tax-Free Bond Fund Yes Yes Yes
California High-Yield Municipal Fund Yes
American Century Government Income Trust
Inflation–Adjusted Bond Fund Yes Yes
Xxxxxx Xxx Fund Yes
Government Bond Fund Yes Yes Yes
Short-Term Government Fund Yes Yes Yes
