AMENDMENT NO. 4 TO
MANAGEMENT AGREEMENT (INSTITUTIONAL CLASS)
THIS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT (INSTITUTIONAL CLASS) is
made as of the 1st day of May, 2004, by and between each of the registered
investment companies that have executed this Amendment below (the "Companies")
and American Century Investment Management, Inc., a Delaware corporation (the
"Investment Manager"). Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Management Agreement (defined below).
WHEREAS, the Companies (other than American Century Quantitative Equity
Funds, Inc., a Maryland corporation ("ACQEF, Inc."))and the Investment Manager
are parties to a certain Management Agreement (Institutional Class) dated August
1, 1997, amended by Amendment No. 1 dated August 1, 2001 and Amendment No. 2
dated March 1, 2002 , December 31, 2002("Agreement"); and
WHEREAS, Companies and Investment Manager now desire to amend the
Agreement to add ACQEF, Inc. as a party thereto;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. Exhibits A, B, C and D to the Agreement are hereby amended
by deleting the text thereof in their entirety and inserting
in lieu therefor the Exhibits A, B, C and D attached hereto.
2. After the date hereof, all references to the Agreement
shall be deemed to mean the Agreement as amended by this
Amendment No. 4.
3. 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.
4. 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.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.
AMERICAN CENTURY INVESTMENT AMERICAN CENTURY GOVERNMENT INCOME TRUST
MANAGEMENT, INC. AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
By: ______________________________ By: ______________________________
Name: Xxxxx X. Xxxxxx Name: Charles C.S. Park
Title: Senior Vice President Title: Vice President of each
Attest: __________________________ Attest: ___________________________
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title: Assistant Secretary Title: Assistant Secretary of each
A-1
Exhibit A
Registered Investment Companies Subject to Management Agreement
Registered Investment Company and Funds Date
American Century Quantitative Equity Funds, Inc.
Equity Growth Fund May 1, 2004
Income & Growth Fund May 1, 2004
Small Company Fund May 1, 2004
American Century Investment Trust
Diversified Bond Fund August 1, 2001
American Century Government Income Trust
Inflation-Adjusted Bond Fund March 1, 2002
American Century Municipal Trust
Tax-Free Bond Fund December 31, 2002
Dated: May 1, 2004
B-1
Exhibit B
Series Investment Categories
Investment Category Series
Bond Funds Diversified Bond Fund
Inflation-Adjusted Bond Fund
Tax-Free Bond Fund
Investment Category Series
Equity Funds Equity Growth Fund
Income & Growth Fund
Small Company Fund
Investment Category Series
Money Market Funds none
Dated: May 1, 2004
C-4
Exhibit C
Investment Category Fee Schedules: Money Market Funds
Schedule 1 Funds:
none
Category Assets Fee Rate
--------------- --------
First $1 billion 0.2500%
Next $1 billion 0.2070%
Next $3 billion 0.1660%
Next $5 billion 0.1490%
Next $15 billion 0.1380%
Next $25 billion 0.1375%
Thereafter 0.1370%
Schedule 2 Funds:
none
Category Assets Fee Rate
--------------- --------
First $1 billion 0.2700%
Next $1 billion 0.2270%
Next $3 billion 0.1860%
Next $5 billion 0.1690%
Next $15 billion 0.1580%
Next $25 billion 0.1575%
Thereafter 0.1570%
Schedule 3 Funds:
none
Category Assets Fee Rate
--------------- --------
First $1 billion 0.3700%
Next $1 billion 0.3270%
Next $3 billion 0.2860%
Next $5 billion 0.2690%
Next $15 billion 0.2580%
Next $25 billion 0.2575%
Thereafter 0.2570%
Schedule 4 Funds:
none
Category Assets Fee Rate
--------------- --------
First $1 billion 0.2300%
Next $1 billion 0.1870%
Next $3 billion 0.1460%
Next $5 billion 0.1290%
Next $15 billion 0.1180%
Next $25 billion 0.1175%
Thereafter 0.1170%
Category Fee Schedules: Bond Funds
Schedule 1 Funds:
Inflation-Adjusted Bond Fund
Tax-Free Bond Fund
Category Assets Fee Rate
--------------- --------
First $1 billion 0.2800%
Next $1 billion 0.2280%
Next $3 billion 0.1980%
Next $5 billion 0.1780%
Next $15 billion 0.1650%
Next $25 billion 0.1630%
Thereafter 0.1625%
Schedule 2 Funds:
none
Category Assets Fee Rate
--------------- --------
First $1 billion 0.3100%
Next $1 billion 0.2580%
Next $3 billion 0.2280%
Next $5 billion 0.2080%
Next $15 billion 0.1950%
Next $25 billion 0.1930%
Thereafter 0.1925%
Category Fee Schedules: Bond Funds (continued)
Schedule 3 Funds:
none
Category Assets Fee Rate
--------------- --------
First $1 billion 0.3600%
Next $1 billion 0.3080%
Next $3 billion 0.2780%
Next $5 billion 0.2580%
Next $15 billion 0.2450%
Next $25 billion 0.2430%
Thereafter 0.2425%
Schedule 4 Funds:
none
Category Assets Fee Rate
--------------- --------
First $1 billion 0.6100%
Next $1 billion 0.5580%
Next $3 billion 0.5280%
Next $5 billion 0.5080%
Next $15 billion 0.4950%
Next $25 billion 0.4930%
Thereafter 0.4925%
Schedule 5 Funds:
Diversified Bond Fund
Category Assets Fee Rate
--------------- --------
First $1 billion 0.4100%
Next $1 billion 0.3580%
Next $3 billion 0.3280%
Next $5 billion 0.3080%
Next $15 billion 0.2950%
Next $25 billion 0.2930%
Thereafter 0.2925%
Schedule 6 Funds:
none
Category Assets Fee Rate
--------------- --------
First $1 billion 0.6600%
Next $1 billion 0.6080%
Next $3 billion 0.5780%
Next $5 billion 0.5580%
Next $15 billion 0.5450%
Next $25 billion 0.5430%
Thereafter 0.5425%
Category Fee Schedules: Equity Funds
Schedule 1 Funds:
Equity Growth Fund
Income & Growth Fund
Category Assets Fee Rate
--------------- --------
First $1 billion 0.5200%
Next $5 billion 0.4600%
Next $15 billion 0.4160%
Next $25 billion 0.3690%
Next $50 billion 0.3420%
Next $150 billion 0.3390%
Thereafter 0.3380%
Schedule 2 Funds:
Small Company Fund
Category Assets Fee Rate
--------------- --------
First $1 billion 0.7200%
Next $5 billion 0.6600%
Next $15 billion 0.6160%
Next $25 billion 0.5690%
Next $50 billion 0.5420%
Next $150 billion 0.5390%
Thereafter 0.5380%
Dated: May 1, 2004
Exhibit D
Complex Fee Schedule
Complex Assets Fee Rate
-------------- --------
First $2.5 billion 0.1100%
Next $7.5 billion 0.1000%
Next $15.0 billion 0.0985%
Next $25.0 billion 0.0970%
Next $50.0 billion 0.0960%
Next $100.0 billion 0.0950%
Next $100.0 billion 0.0940%
Next $200.0 billion 0.0930%
Next $250.0 billion 0.0920%
Next $500.0 billion 0.0910%
Thereafter 0.0900%
Dated: May 1, 2004