AMENDMENT NO. 3 TO
MANAGEMENT AGREEMENT (C CLASS)
THIS AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT (C CLASS) is made as of
the 1st day of July, 2002, 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 are parties to a certain Management Agreement (C
Class) dated September 16, 2000, to be effective May 1, 2001, amended August 1,
2001, and December 3, 2001 (the "Agreement"); and
WHEREAS, the Board of Trustees of American Century Investment have
determined that it is in the best interests of the Trust to add a new Series
titled High-Yield Fund; and
WHEREAS, the parties desire to amend the Agreement to add the new
series;
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. 3.
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 CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
By: /s/Xxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President of each
Attest: /s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Assistant Secretary of each
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
Attest:/s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Assistant Secretary
Exhibit A
Registered Investment Companies Subject to Management Agreement
Registered Investment Company and Funds Date
--------------------------------------- ----
American Century California Tax-Free and Municipal Funds
California High-Yield Municipal Fund May 1, 2001
California Insured Tax-Free Fund May 1, 2001
California Intermediate-Term Tax-Free Fund May 1, 2001
California Long-Term Tax-Free Fund May 1, 2001
American Century Government Income Trust
Xxxxxx Xxx Fund (formerly GNMA Fund) May 1, 2001
American Century Investment Trust
Prime Money Market Fund May 1, 2001
High-Yield Fund July 1, 2002
American Century Municipal Trust
Arizona Municipal Bond Fund (formerly Arizona May 1, 2001
Intermediate-Term Municipal Fund)
Florida Municipal Bond Fund (formerly Florida May 1, 2001
Intermediate-Term Municipal Fund)
Tax-Free Bond Fund (formerly Intermediate-Term Tax-Free Fund) May 1, 2001
High-Yield Municipal Fund May 1, 2001
American Century Quantitative Equity Funds
Equity Growth Fund May 1, 2001
Income & Growth Fund May 1, 2001
American Century Target Maturities Trust
Target 2030 Fund May 1, 2001
Dated: July 1, 2002
Exhibit B
Series Investment Categories
Investment Category Series
------------------- ------
Bond Funds Arizona Muncipal Bond Fund (formerly Arizona Intermediate-
Term Municipal Fund)
California High-Yield Municipal Fund
California Insured Tax-Free Fund
California Intermediate-Term Tax-Free Fund
California Long-Term Tax-Free Fund
Florida Municipal Bond Fund (formerly Florida
Intermediate-Term Municipal Fund)
Xxxxxx Mae Fund (formerly GNMA Fund)
High-Yield Municipal Fund
Tax-Free Bond Fund (formerly Intermediate-Term Tax-Free Fund)
Target 2030 Fund
High-Yield Fund
Investment Category Series
Equity Funds Equity Growth Fund
Income & Growth Fund
Investment Category Series
Money Market Funds Prime Money Market Fund
Dated: July 1, 2002
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:
Prime Money Market Fund
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:
California Intermediate-Term Tax-Free Fund
California Long-Term Tax-Free Fund
California Insured Tax-Free Fund
Arizona Municipal Bond Fund (formerly Arizona Intermediate-Term Municipal Fund)
Florida Municipal Bond Fund (formerly Florida Intermediate-Term Municipal Fund)
Tax-Free Bond Fund (formerly Intermediate-Term Tax-Free 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:
California High-Yield Municipal Fund
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:
Xxxxxx Xxx Fund (formerly GNMA Fund)
Target 2030 Fund
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%
Category Fee Schedules: Bond Funds (continued)
Schedule 5 Funds:
High-Yield Municipal 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:
High-Yield Fund
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:
none
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: July 1, 2002
D-1
Exhibit D
Complex Fee Schedule
Complex Assets Fee Rate
-------------- --------
First $2.5 billion 0.3100%
Next $7.5 billion 0.3000%
Next $15.0 billion 0.2985%
Next $25.0 billion 0.2970%
Next $50.0 billion 0.2960%
Next $100.0 billion 0.2950%
Next $100.0 billion 0.2940%
Next $200.0 billion 0.2930%
Next $250.0 billion 0.2920%
Next $500.0 billion 0.2910%
Thereafter 0.2900%
Dated: July 1, 2002
