MANAGEMENT AGREEMENT (B CLASS)
AMENDMENT NO. 1 TO
MANAGEMENT AGREEMENT (B CLASS)
THIS AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT (B CLASS) is made as of
the 27th day of February, 2004, 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 (B
Class) dated September 3, 2002 (the "Agreement"); and
WHEREAS, the Board of Trustees of American Century Municipal Trust have
determined that it is in the best interests of the Trust to add a B Class of
shares for Arizona Municipal Bond Fund and Florida Municipal Bond Fund (the
"Funds"); and
WHEREAS, the parties desire to amend the Agreement to add the B Class
of shares for the Funds;
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. 1.
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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President of each
Attest: ______________________________
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary of each
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: ______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
Attest: ______________________________
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
A-1
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 September 3, 2002
American Century Investment Trust
Prime Money Market Fund September 3, 2002
Diversified Bond Fund September 3, 2002
High-Yield Fund September 3, 2002
American Century Municipal Trust
High-Yield Municipal Fund September 3, 2002
Arizona Municipal Bond Fund February 27, 2004
Florida Municipal Bond Fund February 27, 2004
Dated: February 27, 2004
Exhibit B
Series Investment Categories
Investment Category Series
Bond Funds California High-Yield Municipal Fund
High-Yield Municipal Fund
High-Yield Fund
Diversified Bond Fund
Arizona Municipal Bond Fund
Florida Municipal Bond Fund
Investment Category Series
Equity Funds none
Investment Category Series
Money Market Funds Prime Money Market Fund
Dated: February 27, 2004
C-4
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%
Category Fee Schedules: Bond Funds
Schedule 1 Funds:
Arizona Municipal Bond Fund
Florida Municipal 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:
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:
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%
Category Fee Schedules: Bond Funds
(continued)
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%
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%
Category Fee Schedules: Equity Funds
Schedule 1 Funds:
none
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: February 27, 2004
D-1
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: February 27, 2004