AMENDMENT NO. 5 TO
MANAGEMENT AGREEMENT (C CLASS)
THIS AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT (C 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.")) are parties to a certain
Management Agreement (C Class) dated September 16, 2000, to be effective May 1,
2001, amended August 1, 2001, December 3, 2001, July 1, 2002 and September 3,
2002 (the "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 CALIFORNIA TAX-FREE
MANAGEMENT, INC. AND MUNICIPAL FUNDS
AMERICAN CENTURY GOVERNMENT INCOME TRUST
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
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 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
Diversified Bond Fund September 3, 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, Inc.
Equity Growth Fund May 1, 2004
Income & Growth Fund May 1, 2004
American Century Target Maturities Trust
Target 2030 Fund May 1, 2001
Dated May 1, 2004
B-1
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 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
Diversified Bond Fund
Investment Category Series
Equity Funds Equity Growth Fund
Income & Growth Fund
Investment Category Series
Money Market Funds Prime Money Market Fund
Dated: May 1, 2004
C-5
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
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
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:
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: May 1, 2004
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: May 1, 2004
