AMENDMENT NO. 3 TO
AMENDMENT NO. 3 TO
MANAGEMENT AGREEMENT (C CLASS)
THIS AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT (C CLASS) is made as of the
1st day of July, 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 (C
Class) dated September 16, 2000, to be effective May 1, 2001, amended August 1,
2001, and December 3, 2001 (the "Agreement"); and
WHEREAS, the Board of Trustees of American Century Investment have
determined that it is in the best interests of the Trust to add a new Series
titled High-Yield 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. 3.
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 INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY TARGET MATURITIES TRUST
By: ______________________________
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President of each
Attest: ______________________________
Name: Xxxxx X. Xxxx
Title: Assistant Secretary of each
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: ______________________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
Attest: ______________________________
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 May 1, 2001
California Insured Tax-Free 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
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
Equity Growth Fund May 1, 2001
Income & Growth Fund May 1, 2001
American Century Target Maturities Trust
Target 2030 Fund May 1, 2001
Dated: July 1, 2002
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 Insured Tax-Free 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
Investment Category Series
Equity Funds Equity Growth Fund
Income & Growth Fund
Investment Category Series
Money Market Funds Prime Money Market Fund
Dated: July 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:
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
California Insured 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
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: July 1, 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: July 1, 2002
