EXHIBIT 99.d16
AMENDMENT NO. 5 TO
MANAGEMENT AGREEMENT (ADVISOR CLASS)
THIS AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT (ADVISOR 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 (Advisor Class) dated August 1, 1997, amended, June 1,
1998, September 16, 2000, August 1, 2001, December 3, 2001 and July 1, 2002(the
"Agreement");
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. 5.
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 INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
AMERICAN CENTURY TARGET MATURITIES TRUST
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Charles C. S. Park
---------------------------- -------------------------------
Name: Xxxxx X. Xxxxxx Name: Charles C.S. Park
Title: Senior Vice President Title: Vice President of each
Attest: /s/ Xxxx X. Xxxxx Attest: /s/ Xxxx X. Xxxxx
----------------------------- ------------------------------
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 GOVERNMENT INCOME TRUST
Xxxxxx Xxx Fund (formerly GNMA Fund) August 1, 1997
Government Agency Money Market Fund August 1, 1997
Government Bond Fund (formerly Long-Term Treasury Fund) August 1, 1997
Short-Term Government Fund August 1, 1997
Inflation-Adjusted Bond Fund (formerly Inflation-Adjusted
Treasury Fund) August 1, 1997
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
International Bond Fund August 1, 1997
AMERICAN CENTURY INVESTMENT TRUST
Prime Money Market Fund June 1, 1998
Diversified Bond Fund August 1, 2001
High-Yield Fund July 1, 2002
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
Equity Growth Fund May 1, 2004
Global Gold Fund May 1, 2004
Income & Growth Fund May 1, 2004
Small Company Fund May 1, 2004
Utilities Fund May 1, 2004
AMERICAN CENTURY TARGET MATURITIES TRUST
Target 2005 Fund August 1, 1997
Target 2010 Fund August 1, 1997
Target 2015 Fund August 1, 1997
Target 2020 Fund August 1, 1997
Target 2025 Fund August 1, 1997
Target 2030 Fund September 16, 2000
Dated: May 1, 2004
A-1
EXHIBIT B
SERIES INVESTMENT CATEGORIES
Investment Category Series
------------------- ------
MONEY MARKET FUNDS Government Agency Money Market Fund
Prime Money Market Fund
BOND FUNDS Xxxxxx Mae Fund (formerly GNMA Fund)
International Bond Fund
Government Bond Fund
(formerly Long-Term Treasury Fund)
Short-Term Government Fund
Inflation-Adjusted Bond Fund
(formerly Inflation-Adjusted
Treasury Fund)
Target 2005 Fund
Target 2010 Fund
Target 2015 Fund
Target 2020 Fund
Target 2025 Fund
Target 2030 Fund
Diversified Bond Fund
High-Yield Fund
EQUITY FUNDS Equity Growth Fund
Global Gold Fund
Income & Growth Fund
Small Company Fund
Utilities Fund
Dated: May 1, 2004
B-1
EXHIBIT C
INVESTMENT CATEGORY FEE SCHEDULES: MONEY MARKET FUNDS
SCHEDULE 1 FUNDS:
Government Agency Money Market Fund
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%
C-1
INVESTMENT CATEGORY FEE SCHEDULES: BOND FUNDS
SCHEDULE 1 FUNDS:
Government Bond Fund (formerly Long-Term Treasury Fund)
Inflation-Adjusted Bond Fund (formerly Inflation-Adjusted Treasury 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%
SCHEDULE 3 FUNDS:
Xxxxxx Xxx Fund (formerly GNMA Fund)
Short-Term Government Fund
Target 2005 Fund
Target 2010 Fund
Target 2015 Fund
Target 2020 Fund
Target 2025 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%
C-2
INVESTMENT CATEGORY FEE SCHEDULES: BOND FUNDS (CONTINUED)
SCHEDULE 4 FUNDS:
International Bond Fund
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:
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%
C-3
CATEGORY FEE SCHEDULES: EQUITY FUNDS
SCHEDULE 1 FUNDS:
Equity Growth Fund
Global Gold Fund
Income & Growth Fund
Utilities 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
C-4
EXHIBIT D
COMPLEX FEE SCHEDULE
Complex Assets Fee Rate
-------------- --------
First $2.5 billion 0.0600%
Next $7.5 billion 0.0500%
Next $15.0 billion 0.0485%
Next $25.0 billion 0.0470%
Next $50.0 billion 0.0460%
Next $100.0 billion 0.0450%
Next $100.0 billion 0.0440%
Next $200.0 billion 0.0430%
Next $250.0 billion 0.0420%
Next $500.0 billion 0.0410%
Thereafter 0.0400%
Dated: May 1, 2004
D-1
