AMENDMENT NO. 2 TO
MANAGEMENT AGREEMENT (INSTITUTIONAL CLASS)
THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT (INSTITUTIONAL CLASS) is made
as of the 1st day of March, 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, American Century Quantitative Equity Funds, American Century
Investment Trust and the Investment Manager are parties to a certain Management
Agreement (Investor Class) dated August 1, 1997, amended by Amendment No. 1
dated August 1, 2001 ("Agreement"); and
WHEREAS, American Century Government Income Trust has added an
Institutional Class of share for Inflation-Adjusted Bond Fund; and
WHEREAS, American Century Government Income Trust desires to become a party
to the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add American Century
Government Income Trust and Inflation-Adjusted Bond Fund.
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. 2.
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 TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY GOVERNMENT INCOME TRUST
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior 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/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
Attest: /s/Xxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Assistant Secretary
Exhibit A
Registered Investment Companies Subject to Management Agreement
Registered Investment Company and Funds Date
--------------------------------------- ----
American Century Quantitative Equity Funds
Equity Growth Fund August 1, 1997
Income & Growth Fund August 1, 1997
Small Cap Quantitative Fund July 1, 1998
American Century Investment Trust
Diversified Bond Fund August 1, 2001
American Century iovernment Income Trust
Inflation-Adjusted Bond Fund March 1, 2002
Dated: March 1, 2002
Exhibit B
Series Investment Categories
Investment Category Series
------------------- ------
Bond Funds Diversified Bond Fund
Inflation-Adjusted Bond Fund
Investment Category Series
------------------- ------
Equity Funds Equity Growth Fund
Income & Growth Fund
Small Cap Quantitative Fund
Investment Category Series
------------------- ------
Money Market Funds none
Dated: March 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:
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
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:
Diversified 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%
Category Fee Schedules: Bond Funds (continued)
Schedule 5 Funds:
none
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 Cap Quantitative 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: March 1, 2002
Exhibit D
Complex Fee Schedule
Complex Assets Fee Rate
-------------- --------
First $2.5 billion 0.1100%
Next $7.5 billion 0.13000%
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: March 2, 2002
