AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT ("Amendment") is made as
of the 1st day of August, 2003, by and between AMERICAN CENTURY CAPITAL
PORTFOLIOS, INC., a Maryland corporation (hereinafter called the
"Corporation"), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware
corporation (hereinafter called the "Investment Manager").
WHEREAS, the Corporation and the Investment Manager are parties to that
certain Management Agreement dated August 1, 1997 amended January 1, 2000 and as
updated by certain addendums from time to time ("Agreement"); and
WHEREAS, the parties hereto desire to enter into this Amendment to
revise the amount of compensation paid to the Investment Manager for one series
of shares.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. Amendment of Management Fees. Section 6 of the Agreement is hereby
amended by deleting the fees shown for the Real Estate Fund and replacing them
as follows:
Name of Series Name of Class Applicable Fee Rate
Value Fund Investor Class 1.00% first $6 billion
0.95% over $6 billion
Institutional Class 0.80% first $6 billion
0.75% over $6 billion
Advisor Class 0.75% first $6 billion
0.70% over $6 billion
A Class 1.00% first $6 billion
0.95% over $6 billion
B Class 1.00% first $6 billion
0.95% over $6 billion
C Class 1.00% first $6 billion
0.95% over $6 billion
2. Continuation of Agreement. The Agreement shall continue in effect
with respect to the Value Fund, unless sooner terminated as hereinafter
provided, until August 1, 2004, and for as long thereafter as its continuance is
specifically approved at least annually (a) by the Board of Directors of the
Corporation or by the vote of a majority of the outstanding class of voting
securities of each series and (b) by the vote of a majority of the Directors of
the Corporation, 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.
3. 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.
4. 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.
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.
Attest: AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
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Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxxxxxx
Assistant Secretary Vice President
Attest: AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
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Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxxxxxx
Assistant Secretary Vice President
