EX-99.77Q1 4 exhibit77q1e2.txt EXHIBIT 77 Q1E2 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: Charles A. Etherington Title: Vice President of each Attest: ______________________________ Name: Anastasia H. Enneking Title: Assistant Secretary of each AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. By: ______________________________ Name: David C. Tucker Title: Senior Vice President Attest: ______________________________ Name: Anastasia H. Enneking 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 B-1 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