EXHIBIT 99.d28
AMENDMENT NO. 5 TO
MANAGEMENT AGREEMENT (C CLASS)
THIS AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT (C CLASS) is made as of the
1st day of May, 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 (other than American Century Quantitative Equity
Funds, Inc., a Maryland corporation ("ACQEF, Inc.")) are parties to a certain
Management Agreement (C Class) dated September 16, 2000, to be effective May 1,
2001, amended August 1, 2001, December 3, 2001, July 1, 2002 and September 3,
2002 (the "Agreement"); and
WHEREAS, Companies and Investment Manager now desire to amend the Agreement
to add ACQEF, Inc. as a party thereto;
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. 4.
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 INVESTMENT AMERICAN CENTURY CALIFORNIA TAX-FREE
MANAGEMENT, INC. AND MUNICIPAL FUND
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ Charles C. S. Park
---------------------------- -------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: Charles C.S. Park
Title: Senior Vice President Title: Vice President of each
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------- ------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary Title: Assistant Secretary of each
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 Intermediate-Term Tax-Free Fund May 1, 2001
California Long-Term Tax-Free Fund May 1, 2001
AMERICAN CENTURY GOVERNMENT INCOME TRUST
▇▇▇▇▇▇ ▇▇▇ Fund (formerly GNMA Fund) May 1, 2001
AMERICAN CENTURY INVESTMENT TRUST
Prime Money Market Fund May 1, 2001
High-Yield Fund July 1, 2002
Diversified Bond Fund September 3, 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, INC.
Equity Growth Fund May 1, 2004
Income & Growth Fund May 1, 2004
AMERICAN CENTURY TARGET MATURITIES TRUST
Target 2030 Fund May 1, 2001
Dated May 1, 2004
A-1
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 Intermediate-Term Tax-Free Fund
California Long-Term Tax-Free Fund
Florida Municipal Bond Fund (formerly Florida
Intermediate-Term Municipal Fund)
▇▇▇▇▇▇ 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
Diversified Bond Fund
Investment Category Series
------------------- ------
EQUITY FUNDS Equity Growth Fund
Income & Growth Fund
Investment Category Series
------------------- ------
MONEY MARKET FUNDS Prime Money Market Fund
Dated: May 1, 2004
B-1
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%
C-1
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
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%
C-2
CATEGORY FEE SCHEDULES: BOND FUNDS
(continued)
SCHEDULE 3 FUNDS:
▇▇▇▇▇▇ ▇▇▇ 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%
C-3
CATEGORY FEE SCHEDULES: BOND FUNDS (CONTINUED)
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%
C-4
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: May 1, 2004
C-5
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: May 1, 2004
D-1
