AMENDMENT NO. 5 TO
MANAGEMENT AGREEMENT (INVESTOR CLASS)
THIS AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT (INVESTOR CLASS) is made
as of the 31st day of December, 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
(Investor Class) dated August 1, 1997, amended March 1, 1998, June 1, 1998,
September 16, 2000, August 1, 2001, December 3, 2001 and July 1, 2002 (the
"Agreement"); and
WHEREAS, the Board of Directors of American Century Variable Portfolios
II, Inc. ("ACVP II") have determined that it is in the best interests of ACVP II
to add a new Series titled VP Inflation Protection 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. 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 CALIFORNIA TAX-FREE 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
AMERICAN CENTURY TARGET MATURITIES TRUST
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
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 August 1, 1997
California Intermediate-Term Tax-Free Fund August 1, 1997
California Limited-Term Tax-Free Fund August 1, 1997
California Long-Term Tax-Free Fund August 1, 1997
California Tax-Free Money Market Fund August 1, 1997
American Century Government Income Trust
Capital Preservation Fund August 1, 1997
Xxxxxx Xxx Fund (formerly GNMA Fund) August 1, 1997
Government Agency Money Market Fund August 1, 1997
Inflation-Adjusted Bond Fund (formerly Inflation-Adjusted August 1, 1997
Treasury Fund)
Government Bond Fund (formerly Long-Term Treasury Fund) August 1, 1997
Short-Term Government Fund August 1, 1997
American Century International Bond Funds
International Bond Fund August 1, 1997
American Century Investment Trust
Prime Money Market Fund August 1, 1997
Diversified Bond Fund August 1, 2001
Premium Money Market Fund August 1, 2001
High-Yield Fund July 1, 2002
American Century Municipal Trust
Arizona Municipal Bond Fund (formerly Arizona August 1, 1997
Intermediate-Term Municipal Fund)
Florida Municipal Bond Fund (formerly Florida August 1, 1997
Intermediate-Term Municipal Fund)
Florida Municipal Money Market Fund August 1, 1997
Tax-Free Bond Fund (formerly Intermediate-Term Tax-Free Fund) August 1, 1997
High-Yield Municipal Fund March 31, 1998
Tax-Free Money Market Fund August 1, 1997
Registered Investment Company and Funds Date
--------------------------------------- ----
American Century Quantitative Equity Funds
Equity Growth Fund August 1, 1997
Global Gold Fund August 1, 1997
Global Natural Resources Fund August 1, 1997
Income & Growth Fund August 1, 1997
Small Cap Quantitative Fund July 1, 1998
Utilities Fund August 1, 1997
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
American Century Variable Portfolios II, Inc.
VP Prime Money Market Fund September 16, 2000
VP Inflation Protection Fund December 31, 2002
Dated: December 31, 2002
Exhibit B
Series Investment Categories
Investment Category Series
------------------- ------
Money Market Funds California Tax-Free Money Market Fund
Capital Preservation Fund
Florida Municipal Money Market Fund
Government Agency Money Market Fund
Prime Money Market Fund
Tax-Free Money Market Fund
VP Prime Money Market Fund
Premium Money Market Fund
Bond Funds Arizona Municipal Bond Fund (formerly Arizona
Intermediate-Term Municipal Fund)
California High-Yield Municipal Fund
California Intermediate-Term Tax-Free Fund
California Limited-Term Tax-Free Fund
California Long-Term Tax-Free Fund
Diversified Bond Fund
Florida Municipal Bond Fund (formerly Florida
Intermediate-Term Municipal Fund)
Xxxxxx Mae Fund (formerly GNMA Fund)
Government Bond Fund (formerly Long-Term Treasury Fund)
High-Yield Municipal Fund
High-Yield Fund
Inflation-Adjusted Bond Fund (formerly Inflation-Adjusted
Treasury Fund)
International Bond Fund
Short-Term Government Fund
Target 2005 Fund
Target 2010 Fund
Target 2015 Fund
Target 2020 Fund
Target 2025 Fund
Target 2030 Fund
Tax-Free Bond Fund (formerly Intermediate-Term Tax-Free Fund)
VP Inflation Protection Fund
Investment Category Series
------------------- ------
Equity Funds Equity Growth Fund
Global Gold Fund
Global Natural Resources Fund
Income & Growth Fund
Small Cap Quantitative Fund
Utilities Fund
Dated: December 31, 2002
Exhibit C
Investment Category Fee Schedules: Money Market Funds
Schedule 1 Funds:
Capital Preservation Fund
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:
California Tax-Free Money Market Fund
Florida Municipal Money Market Fund
Tax-Free Money Market Fund
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
VP 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:
Premium Money Market Fund
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%
Investment Category Fee Schedules: Bond Funds
Schedule 1 Funds:
Government Bond Fund (formerly Long-Term Treasury Fund)
California Limited-Term Tax-Free Fund
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)
Inflation-Adjusted Bond Fund (formerly Inflation-Adjusted Treasury Fund)
VP Inflation Protection 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%
Investment Category Fee Schedules: Bond Funds
(continued)
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%
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%
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:
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%
Investment Category Fee Schedules: Equity Funds
Schedule 1 Funds:
Equity Growth Fund
Global Gold Fund
Global Natural Resources 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 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: December 31, 2002
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: December 31, 2002
