MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 16th day
of July, 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 of 1940 (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 portfolios 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, 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 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 60 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 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 or classes 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 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. 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 for a period of two years from the Effective
Date, 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 on which it
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 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 Management, American Century California Tax-Free
Inc. and Municipal Funds.
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Vice President Senior Vice President
Schedule A
Investment Category Fee Schedules
Money Market Funds
Rate Schedules
Category Assets ▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇ 4
First $1 billion 0.2500% 0.2700% 0.3500% 0.2300%
Next $1 billion 0.2070% 0.2270% 0.3070% 0.1870%
Next $3 billion 0.1660% 0.1860% 0.2660% 0.1460%
Next $5 billion 0.1490% 0.1690% 0.2490% 0.1290%
Next $15 billion 0.1380% 0.1580% 0.2380% 0.1180%
Next $25 billion 0.1375% 0.1575% 0.2375% 0.1175%
Thereafter 0.1370% 0.1570% 0.2370% 0.1170%
Bond Funds
Rate Schedules
Category Assets Sch 1 Sch 2 Sch 3 Sch 4 Sch 5 Sch 6 Sch 7 Sch 8 Sch 9 Sch 10
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600% 0.3800% 0.4600% 0.4400% 0.8929%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080% 0.3280% 0.4080% 0.3880% 0.8409%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780% 0.2980% 0.3780% 0.3580% 0.8109%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580% 0.2780% 0.3580% 0.3380% 0.7909%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450% 0.2650% 0.3450% 0.3250% 0.7779%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430% 0.2630% 0.3430% 0.3230% 0.7759%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425% 0.2625% 0.3425% 0.3225% 0.7754%
Equity Funds
Rate Schedules
Category Assets Sch 1 Sch 2 Sch 3 Sch 4 Sch 5 Sch 6 Sch 7
First $1 billion 0.5200% 0.7200% 1.2300% 0.8700% 1.0000% 1.1500% 1.3000%
Next $5 billion 0.4600% 0.6600% 1.1700% 0.8100% 0.9400% 1.0900% 1.2400%
Next $15 billion 0.4160% 0.6160% 1.1260% 0.7660% 0.8960% 1.0460% 1.1960%
Next $25 billion 0.3690% 0.5690% 1.0790% 0.7190% 0.8490% 0.9990% 1.1490%
Next $50 billion 0.3420% 0.5420% 1.0520% 0.6920% 0.8220% 0.9720% 1.1220%
Next $150 billion 0.3390% 0.5390% 1.0490% 0.6890% 0.8190% 0.9690% 1.1190%
Thereafter 0.3380% 0.5380% 1.0480% 0.6880% 0.8180% 0.9680% 1.1180%
Schedule B
Investment Category Assignments
American Century California Tax-Free and Municipal Funds
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 All Other
Class Classes
First $2.5 billion 0.1100% 0.3100%
Next $7.5 billion 0.1000% 0.3000%
Next $15.0 billion 0.0985% 0.2985%
Next $25.0 billion 0.0970% 0.2970%
Next $25.0 billion 0.0870% 0.2870%
Next $25.0 billion 0.0800% 0.2800%
Next $25.0 billion 0.0700% 0.2700%
Next $25.0 billion 0.0650% 0.2650%
Next $25.0 billion 0.0600% 0.2600%
Next $25.0 billion 0.0550% 0.2550%
Thereafter 0.0500% 0.2500%
Series Investor Institu- A B C
Class tional Class Class Class
Class
California High-Yield Municipal Fund Yes No Yes Yes Yes
California Tax Free Money Market Fund Yes No No No No
California Tax-Free Bond Fund Yes No No No No
California Long-Term Tax-Free Fund Yes No Yes Yes Yes
