EX-99.D3 3 acgf41017ex99d3amno2tomgmt.htm EXHIBIT 99.D3 Exhibit




AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 10th day of April, 2017, 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 Company and the Investment Manager are parties to a certain Management Agreement effective as of July 16, 2010, and amended effective December 1, 2016 (“Agreement”);

WHEREAS, the parties hereto desire to enter into this Amendment to change the name of the Institutional Class of common stock to I Class for the series of shares titled Adaptive All Cap Fund and Focused Dynamic Growth Fund; and

WHEREAS, the parties hereto desire to enter into this Amendment to reflect the addition of a duly established new R5 Class for the series of shares titled Adaptive All Cap Fund.

NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements herein contained, the parties agree as follows:

1.    Amendment of Schedule A. Schedule A to the Agreement is hereby amended by deleting it in its entirety and inserting in lieu therefor the Schedule A attached hereto.

2.    Ratification and Confirmation of Agreement. In the event of a conflict between the terms of this Amendment and the Agreement, it is the intention of the parties that the terms of this Amendment shall control and the Agreement shall be interpreted on that basis. To the extent the provisions of the Agreement have not been amended by this Amendment, the parties hereby confirm and ratify the Agreement.

3.    Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unamended and shall continue to be in full force and effect.



[Remainder of page intentionally left blank; signature page to follow.]





IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective duly authorized officers to be effective as of the day and year first above written.
American Century Investment Management, Inc.
American Century Growth Funds, Inc.
/s/ Otis H. Cowan
/s/ Charles A. Etherington
Otis H. Cowan
Vice President
Charles A. Etherington
Senior Vice President



2


American Century Growth Funds, Inc.                Schedule A: Fee Schedules
    
Schedule A
Fee Schedules

 
 
Fee Schedule by Class
 
Series
Investment Strategy Assets
Investor
I
Advisor
R
R6
R5
 
Adaptive All Cap Fund
First $500 million
1.150%
0.950%
1.150%
1.150%
0.800%
0.950%
 
 
Next $500 million
1.100%
0.900%
1.100%
1.100%
0.750%
0.900%
 
 
Next $4 billion
1.050%
0.850%
1.050%
1.050%
0.700%
0.850%
 
 
Next $5 billion
1.040%
0.840%
1.040%
1.040%
0.690%
0.840%
 
 
Next $5 billion
1.030%
0.830%
1.030%
1.030%
0.680%
0.830%
 
 
Next $5 billion
1.020%
0.820%
1.020%
1.020%
0.670%
0.820%
 
 
Next $5 billion
1.000%
0.800%
1.000%
1.000%
0.650%
0.800%
 
 
Next $5 billion
0.950%
0.750%
0.950%
0.950%
0.600%
0.750%
 
 
Over $30 billion
0.850%
0.650%
0.850%
0.850%
0.500%
0.650%
 
Focused Dynamic Growth Fund
First $500 million
1.100%
0.900%
1.100%
1.100%
0.750%
n/a
 
 
Next $500 million
1.050%
0.850%
1.050%
1.050%
0.700%
n/a
 
 
Next $4 billion
1.000%
0.800%
1.000%
1.000%
0.650%
n/a
 
 
Next $5 billion
0.990%
0.790%
0.990%
0.990%
0.640%
n/a
 
 
Next $5 billion
0.980%
0.780%
0.980%
0.980%
0.630%
n/a
 
 
Next $5 billion
0.970%
0.770%
0.970%
0.970%
0.620%
n/a
 
 
Next $5 billion
0.950%
0.750%
0.950%
0.950%
0.600%
n/a
 
 
Next $5 billion
0.900%
0.700%
0.900%
0.900%
0.550%
n/a
 
 
Over $30 billion
0.800%
0.600%
0.800%
0.800%
0.450%
n/a
 


A-1