AMENDMENT NO. 4 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF AMERICAN CENTURY INVESTMENT TRUST
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of the 12th
day of December, 2005 by the Trustees hereunder.
WHEREAS, the Board of Trustees have executed an Amendment and Restatement to the Agreement and
Declaration of Trust dated March 26, 2004, amended June 14, 2004, May 1, 2005 and June 30, 2005;
WHEREAS, the Board of Trustees have determined that it is in the best interests of American Century
Investment Trust (the "Trust") to add two new series titled High-Yield Bond Fund and Select Bond Fund
(collectively "New Series"), and
WHEREAS, the Trustees have approved the elimination of the C Class II Class for the Diversified Bond
Fund, Prime Money Market Fund, and High-Yield Fund, and
WHEREAS, pursuant to Article VIII, Section 8 of the Declaration of Trust, the Trustees wish to amend the
Declaration of Trust to reflect these changes.
NOW, THEREFORE, BE IT RESOLVED, the Declaration of Trust is hereby amended, by deleting the text of
Schedule A in its entirety and inserting in lieu thereof the attached Schedule A.
IN WITNESS WHEREOF, the Trustees do hereto set their hands as of the date written above.
Trustees of the American Century Investment Trust
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxxx
Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxxx
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Schedule A
American Century Investment Trust
Pursuant to Article III, Section 6, the Trustees hereby establish and designate the following Series as Series of
the Trust (and the Classes thereof) with the relative rights and preferences as described in Section 6:
Series Class Date of Establishment
Prime Money Market Fund Investor 06/13/1993
Advisor 06/01/1998
A Class 05/08/2002
B Class 05/08/2002
C Class 05/01/2001
Diversified Bond Fund Investor 08/01/2001
Advisor 08/01/2001
Institutional 08/01/2001
A Class 05/08/2002
B Class 05/08/2002
C Class 05/08/2002
R Class 06/30/2005
Premium Money Market Fund Investor 08/01/2001
High-Yield Fund Investor 05/08/2002
Advisor 05/08/2002
Institutional 06/14/2004
A Class 05/08/2002
B Class 05/08/2002
C Class 05/08/2002
R Class 06/30/2005
Inflation Protection Bond Fund Investor 05/01/2005
Institutional 05/01/2005
A Class 05/01/2005
B Class 05/01/2005
C Class 05/01/2005
R Class 05/01/2005
High-Yield Bond Fund Investor 12/12/2005
Institutional 12/12/2005
A Class 12/12/2005
B Class 12/12/2005
C Class 12/12/2005
R Class 12/12/2005
Select Bond Fund Investor 12/12/2005
Institutional 12/12/2005
A Class 12/12/2005
B Class 12/12/2005
C Class 12/12/2005
R Class 12/12/2005
This Schedule A shall supersede any previously adopted Schedule A to the Declaration of Trust.
AMENDMENT NO. 5 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF AMERICAN CENTURY INVESTMENT TRUST
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of the 10th
day of March, 2006 by the Trustees hereunder.
WHEREAS, the Board of Trustees have executed an Amendment and Restatement to the Agreement and
Declaration of Trust dated March 26, 2004, amended June 14, 2004, May 1, 2005, June 30, 2005 and December 12,
2005;
WHEREAS, the Board of Trustees have determined that it is in the best interests of American Century
Investment Trust (the "Trust") to add a new series titled NT Diversified Bond Fund (the "New Series"), and
WHEREAS, pursuant to Article VIII, Section 8 of the Declaration of Trust, the Trustees wish to amend the
Declaration of Trust to reflect this change.
NOW, THEREFORE, BE IT RESOLVED, the Declaration of Trust is hereby amended, by deleting the text of
Schedule A in its entirety and inserting in lieu thereof the attached Schedule A.
IN WITNESS WHEREOF, the Trustees do hereto set their hands as of the date written above.
Trustees of the American Century Investment Trust
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxxxxxx
Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxxx
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Schedule A
American Century Investment Trust
Pursuant to Article III, Section 6, the Trustees hereby establish and designate the following Series as Series of
the Trust (and the Classes thereof) with the relative rights and preferences as described in Section 6:
Series Class Date of Establishment
Prime Money Market Fund Investor 06/13/1993
Advisor 06/01/1998
A Class 05/08/2002
B Class 05/08/2002
C Class 05/01/2001
Diversified Bond Fund Investor 08/01/2001
Advisor 08/01/2001
Institutional 08/01/2001
A Class 05/08/2002
B Class 05/08/2002
C Class 05/08/2002
R Class 06/30/2005
Premium Money Market Fund Investor 08/01/2001
High-Yield Fund Investor 05/08/2002
Advisor 05/08/2002
Institutional 06/14/2004
A Class 05/08/2002
B Class 05/08/2002
C Class 05/08/2002
R Class 06/30/2005
Inflation Protection Bond Fund Investor 05/01/2005
Institutional 05/01/2005
A Class 05/01/2005
B Class 05/01/2005
C Class 05/01/2005
R Class 05/01/2005
High-Yield Bond Fund Investor 12/12/2005
Institutional 12/12/2005
A Class 12/12/2005
B Class 12/12/2005
C Class 12/12/2005
R Class 12/12/2005
Select Bond Fund Investor 12/12/2005
Institutional 12/12/2005
A Class 12/12/2005
B Class 12/12/2005
C Class 12/12/2005
R Class 12/12/2005
NT Diversified Bond Fund Institutional 05/01/2006
This Schedule A shall supersede any previously adopted Schedule A to the Declaration of Trust.
American Century Investment Trust
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT ("Agreement") is made as of the 30th day of March, 2006 by and between
AMERICAN CENTURY INVESTMENT TRUST, a Massachusetts business trust (hereinafter called the "Company"), and
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called the "Investment
Manager").
WHEREAS, the Investment Manager is registered as an investment advisor with the Securities and Exchange
Commission:
WHEREAS, the Company is registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and has registered its shares for public offering under the
Securities Act of 1933, as amended; and
WHEREAS, the Company is authorized to create separate funds, each with its own separate investment
portfolio of which the beneficial interests are represented by a separate series of shares of the Company,
including those Funds listed on Schedule A hereto.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements herein contained, the parties
agree as follows:
1. Investment Management Services. The Investment Manager shall supervise the investments of each series of
shares set forth on Schedule B as of the date hereof, and such subsequent series of shares as the
Company shall select the Investment Manager to manage. In such capacity, the Investment Manager shall
maintain a continuous investment program for each such series, determine what securities shall be
purchased or sold by each series, secure and evaluate such information as it deems proper and take
whatever action is necessary or convenient to perform its functions, including the placing of purchase
and sale orders.
2. Compliance with Laws. All functions undertaken by the Investment Manager hereunder shall at all times
conform to, and be in accordance with, any requirements imposed by:
(a) the 1940 Act and any rules and regulations promulgated thereunder;
(b) any other applicable provisions of law;
(c) the Declaration of Trust of the Company as amended from time to time;
(d) the By-Laws of the Company as amended from time to time;
(e) the Multiple Class Plan; and
(f) the registration statement(s) of the Company, as amended from time to time, filed under the
Securities Act of 1933 and the 1940 Act.
3. Board Supervision. All of the functions undertaken by the Investment Manager hereunder shall at all
times be subject to the direction of the Board of Trustees (collectively, the "Board of Directors", and
each Trustee individually a "Director") of the Company, its executive committee, or any committee or
officers of the Company acting under the authority of the Board of Directors.
4. Payment of Expenses. The Investment Manager will pay all of the expenses of each series of the
Company's shares set forth on Schedule B that it shall manage, other than interest, taxes, brokerage
commissions, portfolio insurance, extraordinary expenses, the fees and expenses of those Directors who
are not "interested persons" as defined in the 1940 Act (hereinafter referred to as the "Independent
Directors") (including counsel fees), and expenses incurred in connection with the provision of
shareholder services and distribution services under a plan adopted pursuant to Rule 12b-1 under the
1940 Act. The Investment Manager will provide the Company with all physical facilities and personnel
required to carry on the business of each class of each series of the Company's shares set forth on
Schedule B that the Investment Manager shall manage, including but not limited to office space, office
furniture, fixtures and equipment, office supplies, computer hardware and software and salaried and
hourly paid personnel. The Investment Manager may at its expense employ others to provide all or any
part of such facilities and personnel.
5. Account Fees. The Board of Directors may impose fees for various account services, proceeds of which
may be remitted to the appropriate Fund or the Investment Manager at the discretion of the Board. At
least 60 days' prior written notice of the intent to impose such fee must be given to the shareholders
of the affected series.
6. Management Fees.
(a) In consideration of the services provided by the Investment Manager, each class of a series of
shares of the Company set forth on Schedule B shall pay to the Investment Manager a management
fee that is calculated as described in this Section 6 using the fee schedules described herein.
(b) Definitions
(1) An "Investment Team" is the Portfolio Managers that the Investment Manager has
designated to manage a given portfolio.
(2) An "Investment Strategy" is the processes and policies implemented by the Investment
Manager for pursuing a particular investment objective managed by an Investment Team.
(3) A "Primary Strategy Portfolio" is each series of the Company, as well as any other
series of any other registered investment company for which the Investment Manager
serves as the investment manager and for which American Century Investment Services,
Inc. serves as the distributor; provided, however, that a registered investment
company that invests its assets exclusively in the shares of other registered
investment companies shall not be a Primary Strategy Portfolio. Any exceptions to the
above requirements shall be approved by the Board of Directors of the Company.
(4) A "Secondary Strategy Portfolio" is another account managed by the Investment Manager
that is managed by the same Investment Team as that assigned to manage any Primary
Strategy Portfolio that shares the same board of directors or board of trustees as the
Company. Any exceptions to this requirement shall be approved by the Board of
Directors of the Company.
(5) An "Investment Category" for a series of the Company is the group to which the series
is assigned for determining the first component of its management fee. Each Primary
Strategy Portfolio is assigned to one of the three Investment Categories indicated
below. The Investment Category assignments for the series of the Company appear in
Schedule B to this Agreement. The assets in each of the Investment Categories
("Investment Category Assets") is determined as follows:
a) Money Market Fund Category Assets. The assets which are used to determine the
fee for this Investment Category is the sum of the assets of all of the
Primary Strategy Portfolios and Secondary Strategy Portfolios that invest
primarily in debt securities and are subject to Rule 2a-7 under the Investment
Company Act.
b) Bond Fund Category Assets. The assets which are used to determine the fee for
this Investment Category is the sum of the assets of all of the Primary
Strategy Portfolios and Secondary Strategy Portfolios that invest primarily in
debt securities and are not subject to Rule 2a-7 under the Investment Company
Act.
c) Equity Fund Category Assets. The assets which are used to determine the fee
for this Investment Category is the sum of the assets of all of the Primary
Strategy Portfolios and Secondary Strategy Portfolios that invest primarily in
equity securities.
(6) The "Per Annum Investment Category Fee Dollar Amount" for a series is the dollar
amount resulting from applying the applicable Investment Category Fee Schedule for the
series of the Company (as shown on Schedule A) using the applicable Investment
Category Assets.
(7) The "Per Annum Investment Category Fee Rate" for a series of the Company is the
percentage rate that results from dividing the Per Annum Investment Category Fee
Dollar Amount for the series by the applicable Investment Category Assets for the
series.
(8) The "Complex Assets" is the sum of the assets in all of the Primary Strategy
Portfolios.
(9) The "Per Annum Complex Fee Dollar Amount" for a class of a series of the Company shall
be the dollar amount resulting from application of the Complex Assets to the Complex
Fee Schedule for the class as shown in Schedule C.
(10) The "Per Annum Complex Fee Rate" for a class of a series of the Company is the
percentage rate that results from dividing the Per Annum Complex Fee Dollar Amount for
the class of a series by the Complex Assets.
(11) The "Per Annum Management Fee Rate" for a class of a series of the Company is the sum
of the Per Annum Investment Category Fee Rate applicable to the series and the Per
Annum Complex Fee Fee Rate applicable to the class of the series.
(c) Daily Management Fee Calculation. For each calendar day, each class of each series of shares
of the Company set forth on Schedule B shall accrue a fee calculated by multiplying the Per
Annum Management Fee Rate for that class times the net assets of the class on that day, and
further dividing that product by 365 (366 in leap years).
(d) Monthly Management Fee Payment. On the first business day of each month, each class of each
series of shares of the Company set forth on Schedule B shall pay the management fee to the
Investment Manager for the previous month. The fee for the previous month shall be the sum of
the Daily Management Fee Calculations for each calendar day in the previous month.
(e) Additional Series or Classes. In the event that the Board of Directors shall determine to issue
any additional series of shares for which it is proposed that the Investment Manager serve as
investment manager, the Company and the Investment Manager shall enter into an Addendum to this
Agreement setting forth the name of the series or classes, as appropriate, the Applicable Fee
and such other terms and conditions as are applicable to the management of such series of
shares.
7. Continuation of Agreement. This Agreement shall continue in effect until July 31, 2007, unless sooner
terminated as hereinafter provided, and shall continue in effect from year to year thereafter only so
long as such continuance is specifically approved at least annually by the Board of Directors of the
Company (including a majority of those Directors who are not parties hereto or interested persons of any
such party) cast in person at a meeting called for the purpose of voting on the approval of the terms of
such renewal, or by the vote of a majority of the outstanding class of voting securities of each series.
The annual approvals provided for herein shall be effective to continue this Agreement from year to year
if given within a period beginning not more than ninety (90) days prior to July 31 of each applicable
year, notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since
the date on which such approval was last given.
8. Termination. This Agreement may be terminated, with respect to any series, by the Investment Manager at
any time without penalty upon giving the Company 60 days' written notice, and may be terminated, with
respect to any series, at any time without penalty by the Board of Directors of the Company or by vote
of a majority of the outstanding voting securities of such series on 60 days' written notice to the
Investment Manager.
9. Effect of Assignment. This Agreement shall automatically terminate in the event of assignment by the
Investment Manager, the term "assignment" for this purpose having the meaning defined in Section 2(a)(4)
of the 1940 Act.
10. Other Activities. Nothing herein shall be deemed to limit or restrict the right of the Investment
Manager, or the right of any of its officers, directors or employees (who may also be a Director,
officer or employee of the Company), to engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or association.
11. Standard of Care. In the absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations or duties hereunder on the part of the Investment Manager, it, as an
inducement to it to enter into this Agreement, shall not be subject to liability to the Company or to
any shareholder of the Company for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase, holding or sale of any
security.
12. Separate Agreement. The parties hereto acknowledge that certain provisions of the 1940 Act, in effect,
treat each series of shares of a registered investment company as a separate investment company.
Accordingly, the parties hereto hereby acknowledge and agree that, to the extent deemed appropriate and
consistent with the 1940 Act, this Agreement shall be deemed to constitute a separate agreement between
the Investment Manager and each series of shares of the Company managed by the Investment Manager.
13. Use of the Name "American Century". The name "American Century" and all rights to the use of the name
"American Century" are the exclusive property of American Century Proprietary Holdings, Inc. ("ACPH").
ACPH has consented to, and granted a non-exclusive license for, the use by the Company of the name
"American Century" in the name of the Company and any series of shares thereof. Such consent and
non-exclusive license may be revoked by ACPH in its discretion if ACPH, the Investment Manager, or a
subsidiary or affiliate of either of them is not employed as the investment adviser of each series of
shares of the Company. In the event of such revocation, the Company and each series of shares thereof
using the name "American Century" shall cease using the name "American Century" unless otherwise
consented to by ACPH or any successor to its interest in such name.
14. Use of the Name "Xxxxx Street". The name "Xxxxx Street" and all rights to the use of the name "Xxxxx
Street" are the exclusive property of The Northwestern Mutual Life Insurance Company ("NWML"). NWML has
consented to, and granted a non-exclusive license for, the use by the Company of the name "Xxxxx Street"
in the name of any series of shares of the Company during such period as NWML's affiliate Xxxxx Street
Advisors, LLC ("MSA") is serving as the subadvisor to any such series. In the event that MSA is no
longer serving in such capacity, the Company and each series of shares thereof using the name "Xxxxx
Street" shall cease using the name "Xxxxx Street" unless otherwise consented to by NWML or any successor
to its interest in such name.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly
authorized officers as of the day and year first written above.
American Century Investment Management, Inc. American Century Investment Trust
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxxxxx
Senior Vice President Vice President
-------------------------------------------------------------------------------------------------------------------
American Century Schedule A: Investment Category Fee Schedules
-------------------------------------------------------------------------------------------------------------------
Schedule A
Investment Category Fee Schedules
Money Market Funds
=========================================== =========================================================================
Rate Schedules
Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 4
------------------------------------------- ----------------- ------------------ ----------------- ------------------
------------------------------------------- ----------------- ------------------ ----------------- ------------------
First $1 billion 0.2500% 0.2700% 0.3500% 0.2300%
Next $1 billion 0.2070% 0.2270% 0.3070% 0.1870%
Next $3 billion 0.1660% 0.1860% 0.2660% 0.1460%
Next $5 billion 0.1490% 0.1690% 0.2490% 0.1290%
Next $15 billion 0.1380% 0.1580% 0.2380% 0.1180%
Next $25 billion 0.1375% 0.1575% 0.2375% 0.1175%
Thereafter 0.1370% 0.1570% 0.2370% 0.1170%
=========================================== ================= ================== ================= ==================
Bond Funds
=================== =================================================================================== =============
Rate Schedules
Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 Schedule 7
------------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
------------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600% 0.3800%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080% 0.3280%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780% 0.2980%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580% 0.2780%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450% 0.2650%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430% 0.2630%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425% 0.2625%
=================== ============= ============= ============= ============= ============= ============= =============
Equity Funds
========================== ===============================================
Rate Schedules
Category Assets Schedule 1 Schedule 2
-------------------------- ----------------------- -----------------------
-------------------------- ----------------------- -----------------------
First $1 billion 0.5200% 0.7200%
Next $5 billion 0.4600% 0.6600%
Next $15 billion 0.4160% 0.6160%
Next $25 billion 0.3690% 0.5690%
Next $50 billion 0.3420% 0.5420%
Next $150 billion 0.3390% 0.5390%
Thereafter 0.3380% 0.5380%
========================== ======================= =======================
American Century Schedule B: Complex Fee Schedules
-------------------------------------------------------------------------------------------------------------------
Schedule B
Investment Category Assignments
American Century Municipal Trust
=========================================================== ======================================= =================
Series Category Applicable Fee
Schedule Number
----------------------------------------------------------- --------------------------------------- -----------------
----------------------------------------------------------- --------------------------------------- -----------------
Select Bond Fund Bond Funds 5
----------------------------------------------------------- --------------------------------------- -----------------
----------------------------------------------------------- --------------------------------------- -----------------
High-Yield Bond Fund Bond Funds 6
=========================================================== ======================================= =================
-------------------------------------------------------------------------------------------------------------------
American Century Investment Trust Schedule C: Complex Fee Schedules
-------------------------------------------------------------------------------------------------------------------
Schedule C
Complex Fee Schedules
========================================= ==========================================================================
Rate Schedules
Complex Assets Advisor Class Institutional Class All Other Classes
----------------------------------------- ------------------------ ------------------------ ------------------------
----------------------------------------- ------------------------ ------------------------ ------------------------
First $2.5 billion 0.0600% 0.1100% 0.3100%
Next $7.5 billion 0.0500% 0.1000% 0.3000%
Next $15.0 billion 0.0485% 0.0985% 0.2985%
Next $25.0 billion 0.0470% 0.0970% 0.2970%
Next $25.0 billion 0.0370% 0.0870% 0.2870%
Next $25.0 billion 0.0300% 0.0800% 0.2800%
Next $25.0 billion 0.0200% 0.0700% 0.2700%
Next $25.0 billion 0.0150% 0.0650% 0.2650%
Next $25.0 billion 0.0100% 0.0600% 0.2600%
Next $25.0 billion 0.0050% 0.0550% 0.2550%
Thereafter 0.0000% 0.0500% 0.2500%
========================================= ======================== ======================== ========================
=================================================== ========== ========= ========== ======== ======= ======== =======
Series Investor Institu- Advisor A B C R
Class tional Class Class Class Class Class
Class
--------------------------------------------------- ---------- --------- ---------- -------- ------- -------- -------
--------------------------------------------------- ---------- --------- ---------- -------- ------- -------- -------
>> Select Bond Fund Yes Yes No Yes Yes Yes Yes
--------------------------------------------------- ---------- --------- ---------- -------- ------- -------- -------
--------------------------------------------------- ---------- --------- ---------- -------- ------- -------- -------
>> High-Yield Bond Fund Yes Yes No Yes Yes Yes Yes
=================================================== ========== ========= ========== ======== ======= ======== =======
