EX-99.D 6 ex-managementagreement.htm MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT
                                                                    EXHIBIT 99.d


                       American Century Growth Funds, Inc.


                              MANAGEMENT AGREEMENT

     THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 15th day of May,
2006, by and between AMERICAN CENTURY GROWTH FUNDS, INC., a Maryland corporation
(hereinafter called the "Company"), and AMERICAN CENTURY INVESTMENT MANAGEMENT,
INC., a Delaware corporation (hereinafter called the "Investment Manager").

     WHEREAS, the Investment Manager is registered as an investment advisor with
the Securities and Exchange Commission;

     WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered its shares for public offering under the Securities Act of
1933, as amended; and

     WHEREAS, the Company is authorized to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares of the Company, including those Funds
listed on Schedule A hereto.

     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 Company
     contemplated as of the date hereof, and each class of each subsequent
     series of shares as the Company 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:

     (a)  the 1940 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 1940 Act.


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                                             AMERICAN CENTURY GROWTH FUNDS, INC.


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 Company, 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 series of the Company'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 1940 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
     a plan adopted pursuant to Rule 12b-1 under the 1940 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 series of the
     Company'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 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 series, 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 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 Company managed by the
          Investment Manager 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 series of the Company, 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.


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                                             AMERICAN CENTURY GROWTH FUNDS, INC.



          (4)  A "SECONDARY STRATEGY PORTFOLIO" of a series of the Company 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 series of the Company
               is calculated by dividing the net assets of the series by the sum
               of the Primary Strategy Portfolios that share a common Investment
               Strategy.

          (6)  The "SECONDARY STRATEGY ASSETS" of a series of the Company is the
               sum of the net assets of the series' Secondary Strategy
               Portfolios multiplied by the series' Secondary Strategy Share
               Ratio.

          (7)  The "INVESTMENT STRATEGY ASSETS" of a series of the Company is
               the sum of the net assets of the series and the series' 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 series
               of the Company using the Investment Strategy Assets.

          (9)  The "PER ANNUM FEE RATE" for a class of a series of the Company
               is the percentage rate that results from dividing the Per Annum
               Fee Dollar Amount for the class of a series by the Investment
               Strategy Assets of the series.

     (c)  DAILY MANAGEMENT FEE CALCULATION. For each calendar day, each class of
          each series of shares set forth on Schedule A shall accrue a fee
          calculated by multiplying the Per Annum 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 of shares set forth on Schedule A
          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
          of the Company 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 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


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                                             AMERICAN CENTURY GROWTH FUNDS, INC.



     approval of the Board of Directors of the Company, including a majority of
     the Independent Directors, and the shareholders of the Company.

8.   CONTINUATION OF AGREEMENT. This Agreement shall continue in effect until
     July 31, 2006, unless sooner terminated as hereinafter provided, and shall
     continue in effect from year to year thereafter only so long as such
     continuance is specifically approved at least annually by the Board of
     Directors of the Company (including a majority of those Directors who are
     not parties hereto or interested persons of any such party) cast in person
     at a meeting called for the purpose of voting on the approval of the terms
     of such renewal, or by the vote of a majority of the outstanding class of
     voting securities of each series. 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 ninety (90) days prior to July 31
     of each applicable year, notwithstanding the fact that more than three
     hundred sixty-five (365) days may have elapsed since the date on which such
     approval was last given.

9.   TERMINATION. This Agreement may be terminated by the Investment Manager at
     any time without penalty upon giving the Company 60 days' written notice,
     and may be terminated at any time without penalty by the Board of Directors
     of the Company 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 1940 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 1940 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 1940 Act, this Agreement shall be deemed to constitute
     a separate agreement between the Investment Manager and each series of
     shares of the Company managed by the Investment Manager.

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

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                                             AMERICAN CENTURY GROWTH FUNDS, INC.


     use by the Company of the name "American Century" in the name of the
     Company and any series of shares thereof. 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 series of shares of the Company. In the
     event of such revocation, the Company and each series of shares thereof
     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 as of the day and year first above
written.


AMERICAN CENTURY INVESTMENT MANAGEMENT,      AMERICAN CENTURY GROWTH FUNDS, INC.
INC,

/s/ Charles A. Etherington                   /s/ David H. Reinmiller
-------------------------------------        -----------------------------------
CHARLES A. ETHERINGTON                       DAVID H. REINMILLER
Senior Vice President                        Vice President















                                                                          Page 5


AMERICAN CENTURY GROWTH FUNDS, INC.                    SCHEDULE A: FEE SCHEDULES
--------------------------------------------------------------------------------

                                                    SCHEDULE A

                                                   FEE SCHEDULES

==================== =============== =================================================================================
                     INVESTMENT
                     STRATEGY
SERIES               ASSETS                                       FEE SCHEDULE BY CLASS
==================== =============== ---------------------------------------------------------------------------------
                                                   INSTITU-
                                      INVESTOR      TIONAL      ADVISOR        A          B           C          R
==================== =============== =========== ============ =========== ========== =========== ========== ==========
Legacy Large Cap     First $500        1.100%      0.900%       0.850%       n/a        n/a         n/a      1.100%
Fund                 million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $500         1.050%      0.850%       0.800%       n/a        n/a         n/a      1.050%
                     million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $4
                     billion           1.000%      0.800%       0.750%       n/a        n/a         n/a      1.000%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.990%      0.790%       0.740%       n/a        n/a         n/a      0.990%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.980%      0.780%       0.730%       n/a        n/a         n/a      0.980%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.970%      0.770%       0.720%       n/a        n/a         n/a      0.970%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5           0.950%      0.750%       0.700%       n/a        n/a         n/a      0.950%
                     billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5           0.900%      0.700%       0.650%       n/a        n/a         n/a      0.900%
                     billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Over $30          0.800%      0.600%       0.550%       n/a        n/a         n/a      0.800%
                     billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
Legacy Multi Cap     First $500        1.150%      0.950%       0.900%       n/a        n/a         n/a      1.150%
Fund                 million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $500         1.100%      0.900%       0.850%       n/a        n/a         n/a      1.100%
                     million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $4
                     billion           1.050%      0.850%       0.800%       n/a        n/a         n/a      1.050%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           1.040%      0.840%       0.790%       n/a        n/a         n/a      1.040%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           1.030%      0.830%       0.780%       n/a        n/a         n/a      1.030%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           1.020%      0.820%       0.770%       n/a        n/a         n/a      1.020%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           1.000%      0.800%       0.750%       n/a        n/a         n/a      1.000%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.950%      0.750%       0.700%       n/a        n/a         n/a      0.950%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Over $30          0.850%      0.650%       0.600%       n/a        n/a         n/a      0.850%
                     billion
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------


                                                                        Page A-1


AMERICAN CENTURY GROWTH FUNDS, INC.                    SCHEDULE A: FEE SCHEDULES
--------------------------------------------------------------------------------



==================== =============== =================================================================================
                     INVESTMENT
                     STRATEGY
SERIES               ASSETS                                       FEE SCHEDULE BY CLASS
==================== =============== ---------------------------------------------------------------------------------
                                                   INSTITU-
                                      INVESTOR      TIONAL      ADVISOR        A          B           C          R
==================== =============== =========== ============ =========== ========== =========== ========== ==========
Legacy Focused       First $500        1.100%      0.900%       0.850%       n/a        n/a         n/a      1.100%
Large Cap Fund       million
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $500
                     million           1.050%      0.850%       0.800%       n/a        n/a         n/a      1.050%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $4
                     billion           1.000%      0.800%       0.750%       n/a        n/a         n/a      1.000%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.990%      0.790%       0.740%       n/a        n/a         n/a      0.990%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.980%      0.780%       0.730%       n/a        n/a         n/a      0.980%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.970%      0.770%       0.720%       n/a        n/a         n/a      0.970%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.950%      0.750%       0.700%       n/a        n/a         n/a      0.950%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Next $5
                     billion           0.900%      0.700%       0.650%       n/a        n/a         n/a      0.900%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------
                     Over $30
                     billion           0.800%      0.600%       0.550%       n/a        n/a         n/a      0.800%
-------------------- --------------- ----------- ------------ ----------- ---------- ----------- ---------- ----------



                                                                        Page A-2