EX-99.77Q1 7 ex77q1e1.txt ACCTF&MF EXHIBIT 77Q1E1 AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT (INVESTOR CLASS) THIS AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT (INVESTOR CLASS) is made as of the 31st day of December, 2002, 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 (Investor Class) dated August 1, 1997, amended March 1, 1998, June 1, 1998, September 16, 2000, August 1, 2001, December 3, 2001 and July 1, 2002 (the "Agreement"); and WHEREAS, the Board of Directors of American Century Variable Portfolios II, Inc. ("ACVP II") have determined that it is in the best interests of ACVP II to add a new Series titled VP Inflation Protection Fund; and WHEREAS, the parties desire to amend the Agreement to add the new series. 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. 5. 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 INTERNATIONAL BOND FUNDS AMERICAN CENTURY INVESTMENT TRUST AMERICAN CENTURY MUNICIPAL TRUST AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS AMERICAN CENTURY TARGET MATURITIES TRUST AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC. By: ______________________________ Name: Charles A. Etherington Title: Vice President of each Attest: ______________________________ Name: Janet A. Nash Title: Assistant Secretary of each AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. By: ______________________________ Name: David C. Tucker Title: Senior Vice President Attest: ______________________________ Name: Janet A. Nash 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 August 1, 1997 California Intermediate-Term Tax-Free Fund August 1, 1997 California Limited-Term Tax-Free Fund August 1, 1997 California Long-Term Tax-Free Fund August 1, 1997 California Tax-Free Money Market Fund August 1, 1997 American Century Government Income Trust Capital Preservation Fund August 1, 1997 Ginnie Mae Fund (formerly GNMA Fund) August 1, 1997 Government Agency Money Market Fund August 1, 1997 Inflation-Adjusted Bond Fund (formerly Inflation-Adjusted Treasury Fund) August 1, 1997 Government Bond Fund (formerly Long-Term Treasury Fund) August 1, 1997 Short-Term Government Fund August 1, 1997 American Century International Bond Funds International Bond Fund August 1, 1997 American Century Investment Trust Prime Money Market Fund August 1, 1997 Diversified Bond Fund August 1, 2001 Premium Money Market Fund August 1, 2001 High-Yield Fund July 1, 2002 American Century Municipal Trust Arizona Municipal Bond Fund (formerly Arizona August 1, 1997 Intermediate-Term Municipal Fund) Florida Municipal Bond Fund (formerly Florida August 1, 1997 Intermediate-Term Municipal Fund) Florida Municipal Money Market Fund August 1, 1997 Tax-Free Bond Fund (formerly Intermediate-Term Tax-Free Fund) August 1, 1997 High-Yield Municipal Fund March 31, 1998 Tax-Free Money Market Fund August 1, 1997 Registered Investment Company and Funds Date American Century Quantitative Equity Funds Equity Growth Fund August 1, 1997 Global Gold Fund August 1, 1997 Global Natural Resources Fund August 1, 1997 Income & Growth Fund August 1, 1997 Small Cap Quantitative Fund July 1, 1998 Utilities Fund August 1, 1997 American Century Target Maturities Trust Target 2005 Fund August 1, 1997 Target 2010 Fund August 1, 1997 Target 2015 Fund August 1, 1997 Target 2020 Fund August 1, 1997 Target 2025 Fund August 1, 1997 Target 2030 Fund September 16, 2000 American Century Variable Portfolios II, Inc. VP Prime Money Market Fund September 16, 2000 VP Inflation Protection Fund December 31, 2002 Dated: December 31, 2002 Exhibit B Series Investment Categories Investment Category Series Money Market Funds California Tax-Free Money Market Fund Capital Preservation Fund Florida Municipal Money Market Fund Government Agency Money Market Fund Prime Money Market Fund Tax-Free Money Market Fund VP Prime Money Market Fund Premium Money Market Fund Bond Funds Arizona Municipal Bond Fund (formerly Arizona Intermediate-Term Municipal Fund) California High-Yield Municipal Fund California Intermediate-Term Tax-Free Fund California Limited-Term Tax-Free Fund California Long-Term Tax-Free Fund Diversified Bond Fund Florida Municipal Bond Fund (formerly Florida Intermediate-Term Municipal Fund) Ginnie Mae Fund (formerly GNMA Fund) Government Bond Fund (formerly Long-Term Treasury Fund) High-Yield Municipal Fund High-Yield Fund Inflation-Adjusted Bond Fund (formerly Inflation-Adjusted Treasury Fund) International Bond Fund Short-Term Government Fund Target 2005 Fund Target 2010 Fund Target 2015 Fund Target 2020 Fund Target 2025 Fund Target 2030 Fund Tax-Free Bond Fund (formerly Intermediate- Term Tax-Free Fund) VP Inflation Protection Fund Investment Category Series Equity Funds Equity Growth Fund Global Gold Fund Global Natural Resources Fund Income & Growth Fund Small Cap Quantitative Fund Utilities Fund Dated: December 31, 2002 Exhibit C Investment Category Fee Schedules: Money Market Funds Schedule 1 Funds: Capital Preservation Fund Government Agency Money Market Fund 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: California Tax-Free Money Market Fund Florida Municipal Money Market Fund Tax-Free Money Market Fund 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 VP 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: Premium Money Market Fund 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% Investment Category Fee Schedules: Bond Funds Schedule 1 Funds: Government Bond Fund (formerly Long-Term Treasury Fund) California Limited-Term Tax-Free Fund 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) Inflation-Adjusted Bond Fund (formerly Inflation-Adjusted Treasury Fund) VP Inflation Protection 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% Investment Category Fee Schedules: Bond Funds (continued) 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: Ginnie Mae Fund (formerly GNMA Fund) Short-Term Government Fund Target 2005 Fund Target 2010 Fund Target 2015 Fund Target 2020 Fund Target 2025 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% Category Fee Schedules: Bond Funds (continued) Schedule 4 Funds: International Bond Fund 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% Investment Category Fee Schedules: Equity Funds Schedule 1 Funds: Equity Growth Fund Global Gold Fund Global Natural Resources Fund Income & Growth Fund Utilities 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 Cap Quantitative 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: December 31, 2002 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 31, 2002