AMENDMENT NO. 2 TO
MANAGEMENT AGREEMENT (C CLASS)
THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT (C CLASS) is made as of
the 3rd day of December, 2001, 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 and amended August
1, 2001 (the "Agreement"); and
WHEREAS, management had previously recommended to the Board of
Directors of American Century Mutual Funds, Inc. and the Board of Trustees of
American Century Investment Trust, and the Boards had approved, a merger between
High-Yield Fund, a series of American Century Mutual Funds, Inc. and a new
series of American Century Investment Trust titled High-Yield Fund; and
WHEREAS, management has proposed additional changes that eliminate the
proposed merger and the Board of Directors of American Century Mutual Funds,
Inc. has terminated the merger agreement between the two funds; and
WHEREAS, the parties desire to amend the Agreement to eliminate
High-Yield 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 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: /*/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President of each
Attest: /*/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Assistant Secretary of each
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: /*/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
Attest: /*/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 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
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: December 3, 2001
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
Investment Category Series
Equity Funds Equity Growth Fund
Income & Growth Fund
Investment Category Series
Money Market Funds Prime Money Market Fund
Dated: December 3, 2001
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:
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:
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: December 3, 2001
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 3, 2001
