EX-99.77Q1 9 ex77q1e3.txt EXHIBIT 77 Q1E3 AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT (INSTITUTIONAL CLASS) THIS AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT (INSTITUTIONAL 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 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 ("Agreement"); and WHEREAS, American Century Municipal Trust has added an Institutional Class of share for Tax-Free Bond Fund; and WHEREAS, American Century Municipal Trust desires to become a party to the Agreement; and WHEREAS, the parties desire to amend the Agreement to add American Century Municipal Trust and Tax-Free Bond Fund. 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. 3. 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 TRUST AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS AMERICAN CENTURY GOVERNMENT INCOME TRUST AMERICAN CENTURY MUNICIPAL TRUST 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 Quantitative Equity Funds Equity Growth Fund August 1, 1997 Income & Growth Fund August 1, 1997 Small Cap Quantitative Fund July 1, 1998 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: December 31, 2002 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 Cap Quantitative Fund Investment Category Series Money Market Funds none Dated: December 31, 2002 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% 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% 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% Category Fee Schedules: Bond Funds (continued) 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% 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 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 0.1100% 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: December 31, 2002