EXHIBIT 99.d22
AMENDMENT NO. 4 TO
MANAGEMENT AGREEMENT (INSTITUTIONAL CLASS)
THIS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT (INSTITUTIONAL 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."))and the Investment Manager
are parties to a certain Management Agreement (Institutional Class) dated August
1, 1997, amended by Amendment No. 1 dated August 1, 2001 and Amendment No. 2
dated March 1, 2002 , December 31, 2002("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 GOVERNMENT INCOME TRUST
MANAGEMENT, INC. 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 QUANTITATIVE EQUITY FUNDS, INC.
Equity Growth Fund May 1, 2004
Income & Growth Fund May 1, 2004
Small Company Fund May 1, 2004
AMERICAN CENTURY INVESTMENT TRUST
Diversified Bond Fund August 1, 2001
AMERICAN CENTURY GOVERNMENT INCOME TRUST
Inflation-Adjusted Bond Fund March 1, 2002
AMERICAN CENTURY MUNICIPAL TRUST
Tax-Free Bond Fund December 31, 2002
Dated: May 1, 2004
A-1
EXHIBIT B
SERIES INVESTMENT CATEGORIES
Investment Category Series
------------------- ------
BOND FUNDS Diversified Bond Fund
Inflation-Adjusted Bond Fund
Tax-Free Bond Fund
Investment Category Series
------------------- ------
EQUITY FUNDS Equity Growth Fund
Income & Growth Fund
Small Company Fund
Investment Category Series
------------------- ------
MONEY MARKET FUNDS none
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:
none
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:
Inflation-Adjusted Bond Fund
Tax-Free 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:
none
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:
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%
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:
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:
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%
C-3
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:
Small Company Fund
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-4
EXHIBIT D
COMPLEX FEE SCHEDULE
Complex Assets Fee Rate
-------------- --------
First $2.5 billion 0.1100%
Next $7.5 billion 0.1000%
Next $15.0 billion 0.0985%
Next $25.0 billion 0.0970%
Next $50.0 billion 0.0960%
Next $100.0 billion 0.0950%
Next $100.0 billion 0.0940%
Next $200.0 billion 0.0930%
Next $250.0 billion 0.0920%
Next $500.0 billion 0.0910%
Thereafter 0.0900%
Dated: May 1, 2004
D-1
