EXHIBIT 99.d
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as of
the 1st day of August, 2004 by and between AMERICAN CENTURY QUANTITATIVE EQUITY
FUNDS, INC., a Maryland corporation and registered investment company (the
"Company"), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware
corporation (the "Investment Manager").
WHEREAS, the Company has adopted an Amended and Restated Multiple Class
Plan dated as of September 3, 2002 (as the same may be amended from time to
time, the "Multiple Class Plan"), pursuant to Rule 18f-3 of the Investment
Company Act of 1940, as amended (the "Investment Company Act");
WHEREAS, the Multiple Class Plan establishes one or more classes of shares
for each series of shares of the Company;
WHEREAS, the parties hereto have agreed to a revised methodology for
calculation of the rate at which the Management Fee is payable hereunder for
each series and each class of each series of shares of the Company;
WHEREAS, the revised methodology will result in the same or lower
Management Fees than those that are currently in place for each series and each
class of each series of shares of the Company; and
WHEREAS, the parties hereto desire to enter into this Agreement (i) to
arrange for investment management services to be provided by the Investment
Manager for all series and classes of shares issued by the Company; and (ii) to
reflect the revisions to the Management Fee calculation agreed to by the Board
of Directors of the Company and the Investment Manager.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. INVESTMENT MANAGEMENT SERVICES. The Investment Manager shall supervise
the investments of each series of shares of the Company contemplated
as of the date hereof, and such subsequent series of shares as the
Company shall select the Investment Manager to manage. In such
capacity, the Investment Manager shall maintain a continuous
investment program for each such series, determine what securities
shall be purchased or sold by each series, secure and evaluate such
information as it deems proper and take whatever action is necessary
or convenient to perform its functions, including the placing of
purchase and sale orders.
2. COMPLIANCE WITH LAWS. All functions undertaken by the Investment
Manager hereunder shall at all times conform to, and be in accordance
with, any requirements imposed by:
(a) the Investment Company Act and any rules and regulations
promulgated thereunder;
(b) any other applicable provisions of law;
(c) the Articles of Incorporation of the Company as amended from time
to time;
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AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
(d) the By-Laws of the Company as amended from time to time;
(e) the Multiple Class Plan; and
(f) the registration statement(s) of the Company, as amended from
time to time, filed under the Securities Act of 1933 and the
Investment Company Act.
3. BOARD SUPERVISION. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of
the Board of Directors (collectively, the "Board of Directors", and
each Director individually a "Director") of the Company, its executive
committee, or any committee or officers of the Company acting under
the authority of the Board of Directors.
4. PAYMENT OF EXPENSES. The Investment Manager will pay all of the
expenses of each series of the Company's shares that it shall manage,
other than interest, taxes, brokerage commissions, portfolio
insurance, extraordinary expenses, the fees and expenses of those
Directors who are not "interested persons" as defined in Investment
Company Act (hereinafter referred to as the "Independent Directors")
(including counsel fees), and expenses incurred in connection with the
provision of shareholder services and distribution services under a
plan adopted pursuant to Rule 12b-1 under the Investment Company Act.
The Investment Manager will provide the Company with all physical
facilities and personnel required to carry on the business of each
series that the Investment Manager shall manage, including but not
limited to office space, office furniture, fixtures and equipment,
office supplies, computer hardware and software and salaried and
hourly paid personnel. The Investment Manager may at its expense
employ others to provide all or any part of such facilities and
personnel.
5. ACCOUNT FEES. The Board of Directors may impose fees for various
account services, proceeds of which may be remitted to the appropriate
Fund or the Investment Manager at the discretion of the Board. At
least 60 days' prior written notice of the intent to impose such fee
must be given to the shareholders of the affected series.
6. MANAGEMENT FEES.
(a) In consideration of the services provided by the Investment
Manager, each class of a series of shares of the Company shall
pay to the Investment Manager a management fee that is calculated
as described in this Section 6 using the fee schedules described
herein.
(b) Definitions
(1) An "INVESTMENT TEAM" is the Portfolio Managers that the
Investment Manager has designated to manage a given
portfolio.
(2) An "INVESTMENT STRATEGY" is the processes and policies
implemented by the Investment Manager for pursuing a
particular investment objective managed by an Investment
Team.
(3) A "PRIMARY STRATEGY PORTFOLIO" is each series of the
Company, as well as any other series of any other registered
investment company for which the Investment Manager serves
as the investment manager and for which American Century
Investment Services, Inc. serves as the distributor;
provided, however, that a
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AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
registered investment company that invests its assets
exclusively in the shares of other registered investment
companies shall not be a Primary Strategy Portfolio. Any
exceptions to the above requirements shall be approved by
the Board of Directors of the Company
(4) A "SECONDARY STRATEGY PORTFOLIO" is another account managed
by the Investment Manager that is managed by the same
Investment Team as that assigned to manage any Primary
Strategy Portfolio that shares the same board of directors
or board of trustees as the Company. Any exceptions to this
requirement shall be approved by the Board of Directors of
the Company
(5) An "INVESTMENT CATEGORY" for a series of the Company is the
group to which the series is assigned for determining the
first component of its management fee. Each Primary Strategy
Portfolio is assigned to one of the three Investment
Categories indicated below. The Investment Category
assignments for the series of the Company appear in Schedule
B to this Agreement. The assets in each of the Investment
Categories ("INVESTMENT CATEGORY ASSETS") is determined as
follows:
a) MONEY MARKET FUND CATEGORY ASSETS. The assets which are
used to determine the fee for this Investment Category
is the sum of the assets of all of the Primary Strategy
Portfolios and Secondary Strategy Portfolios that
invest primarily in debt securities and are subject to
Rule 2a-7 under the Investment Company Act.
b) BOND FUND CATEGORY ASSETS. The assets which are used to
determine the fee for this Investment Category is the
sum the assets of all of the Primary Strategy
Portfolios and Secondary Strategy Portfolios that
invest primarily in debt securities and are not subject
to Rule 2a-7 under the Investment Company Act.
c) EQUITY FUND CATEGORY ASSETS. The assets which are used
to determine the fee for this Investment Category is
the sum the assets of all of the Primary Strategy
Portfolios and Secondary Strategy Portfolios that
invest primarily in equity securities.
(6) The "PER ANNUM INVESTMENT CATEGORY FEE DOLLAR AMOUNT" for a
series is the dollar amount resulting from applying the
applicable Investment Category Fee Schedule for the series
of the Company (as shown on Schedule A) using the applicable
Investment Category Assets.
(7) The "PER ANNUM INVESTMENT CATEGORY FEE RATE" for a series of
the Company is the percentage rate that results from
dividing the Per Annum Investment Category Fee Dollar Amount
for the series by the applicable Investment Category Assets
for the series.
(8) The "COMPLEX ASSETS" is the sum of the assets in all of the
Primary Strategy Portfolios.
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AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
(9) The "PER ANNUM COMPLEX FEE DOLLAR AMOUNT" for a class of a
series of the Company shall be the dollar amount resulting
from application of the Complex Assets to the Complex Fee
Schedule for the class as shown in Schedule C.
(10) The "PER ANNUM COMPLEX FEE RATE" for a class of a series of
the Company is the percentage rate that results from
dividing the Per Annum Complex Fee Dollar Amount for the
class of a series by the Complex Assets.
(11) The "PER ANNUM MANAGEMENT FEE RATE" for a class of a series
of the Company is the sum of the Per Annum Investment
Category Fee Rate applicable to the series and the Per Annum
Complex Fee Fee Rate applicable to the class of the series.
(c) DAILY MANAGEMENT FEE CALCULATION. For each calendar day, each
class of each series of shares of the Company shall accrue a fee
calculated by multiplying the Per Annum Management Fee Rate for
that class times the net assets of the class on that day, and
further dividing that product by 365 (366 in leap years).
(d) MONTHLY MANAGEMENT FEE PAYMENT. On the first business day of each
month, each class of each series of shares of the Company shall
pay the management fee to the Investment Manager for the previous
month. The fee for the previous month shall be the sum of the
Daily Management Fee Calculations for each calendar day in the
previous month.
(e) ADDITIONAL SERIES OR CLASSES. In the event that the Board of
Directors shall determine to issue any additional series of
shares for which it is proposed that the Investment Manager serve
as investment manager, the Company and the Investment Manager
shall enter into an Addendum to this Agreement setting forth the
name of the series or classes, as appropriate, the Applicable Fee
and such other terms and conditions as are applicable to the
management of such series of shares.
7. CONTINUATION OF AGREEMENT. This Agreement shall continue in effect,
unless sooner terminated as hereinafter provided, for a period of two
years from the execution hereof, and for as long thereafter as its
continuance is specifically approved, as to each series of the
Company, at least annually (i) by the Board of Directors of the
Company or by the vote of a majority of the outstanding voting
securities of the Company, and (ii) by the vote of a majority of the
Directors of the Company, who are not parties to the agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
8. TERMINATION. This Agreement may be terminated, with respect to any
series, by the Investment Manager at any time without penalty upon
giving the Company 60 days' written notice, and may be terminated,
with respect to any series, at any time without penalty by the Board
of Directors of the Company or by vote of a majority of the
outstanding voting securities of such series on 60 days' written
notice to the Investment Manager.
9. EFFECT OF ASSIGNMENT. This Agreement shall automatically terminate in
the event of assignment by the Investment Manager, the term
"assignment" for this purpose having the meaning defined in Section
2(a)(4) of the Investment Company Act.
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AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
10. OTHER ACTIVITIES. Nothing herein shall be deemed to limit or restrict
the right of the Investment Manager, or the right of any of its
officers, directors or employees (who may also be a Director, officer
or employee of the Company), to engage in any other business or to
devote time and attention to the management or other aspects of any
other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual
or association.
11. STANDARD OF CARE. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of its obligations or duties
hereunder on the part of the Investment Manager, it, as an inducement
to it to enter into this Agreement, shall not be subject to liability
to the Company or to any shareholder of the Company for any act or
omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
12. SEPARATE AGREEMENT. The parties hereto acknowledge that certain
provisions of the Investment Company Act, in effect, treat each series
of shares of a registered investment company as a separate investment
company. Accordingly, the parties hereto hereby acknowledge and agree
that, to the extent deemed appropriate and consistent with the
Investment Company Act, this Agreement shall be deemed to constitute a
separate agreement between the Investment Manager and each series of
shares of the Company managed by the Investment Manager.
13. USE OF THE NAMES "AMERICAN CENTURY" AND "XXXXXX." The name "American
Century" and all rights to the use of the names "American Century" and
"Xxxxxx" are the exclusive property of American Century Services
Corporation ("ACSC"), an affiliate of the Investment Manager. ACSC has
consented to, and granted a non-exclusive license for, the use by the
Company and their respective series of the names "American Century"
and "Xxxxxx" in the name of the Company and any series of shares
thereof. Such consent and non-exclusive license may be revoked by ACSC
in its discretion if ACSC, the Investment Manager, or a subsidiary or
affiliate of either of them is not employed as the investment manager
of each series of shares of the Company. In the event of such
revocation, the Company and each series of shares thereof using the
name "American Century" or "Xxxxxx" shall cease using the name
"American Century" or "Xxxxxx", unless otherwise consented to by ACSC
or any successor to its interest in such names.
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AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers as of the day and year first
written above.
Attest: AMERICAN CENTURY QUANTITATIVE
EQUITY FUNDS, INC.
/s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxxxx X. Xxxxx
------------------------------------ ------------------------------------
XXXXXXX X. XXXXXXXXXXX XXXXXXX X. XXXXX
Assistant Secretary President
Attest: AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
/s/ Charles C. S. Park /s/ Xxxx Xxxxxx
------------------------------------ ------------------------------------
CHARLES C.S. PARK XXXX XXXXXX
Secretary Senior Vice President and
Chief Investment Officer
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AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC. SCHEDULE A: CATEGORY FEE SCHEDULES
-----------------------------------------------------------------------------------------
SCHEDULE A
INVESTMENT CATEGORY FEE SCHEDULES
MONEY MARKET FUNDS
======================== ======================================================
RATE SCHEDULES
CATEGORY ASSETS SCHEDULE 1 SCHEDULE 2 SCHEDULE 3
------------------------ ---------------- ----------------- -------------------
First $1 billion 0.2500% 0.2700% 0.3700%
Next $1 billion 0.2070% 0.2270% 0.3270%
Next $3 billion 0.1660% 0.1860% 0.2860%
Next $5 billion 0.1490% 0.1690% 0.2690%
Next $15 billion 0.1380% 0.1580% 0.2580%
Next $25 billion 0.1375% 0.1575% 0.2575%
Thereafter 0.1370% 0.1570% 0.2570%
======================== ================ ================= ===================
BOND FUNDS
=================== =====================================================================
RATE SCHEDULES
CATEGORY ASSETS SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4 SCHEDULE 5 SCHEDULE 6
------------------- ---------- ---------- ----------- ----------- ---------- ------------
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425%
=================== ========== ========== =========== =========== ========== ============
EQUITY FUNDS
========================== ===============================================
RATE SCHEDULES
CATEGORY ASSETS SCHEDULE 1 SCHEDULE 2
-------------------------- ----------------------- -----------------------
First $1 billion 0.5200% 0.7200%
Next $5 billion 0.4600% 0.6600%
Next $15 billion 0.4160% 0.6160%
Next $25 billion 0.3690% 0.5690%
Next $50 billion 0.3420% 0.5420%
Next $150 billion 0.3390% 0.5390%
Thereafter 0.3380% 0.5380%
========================== ======================= =======================
Page A-1
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC. SCHEDULE B: INVESTMENT CATEGORY ASSIGNMENTS
--------------------------------------------------------------------------------------------------
SCHEDULE B
INVESTMENT CATEGORY ASSIGNMENTS
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
==================================== ======================= =================
Series Category Applicable Fee
Schedule Number
------------------------------------ ----------------------- -----------------
Income & Growth Fund Equity Funds 1
------------------------------------ ----------------------- -----------------
Equity Growth Fund Equity Funds 1
------------------------------------ ----------------------- -----------------
Small Company Fund Equity Funds 2
------------------------------------ ----------------------- -----------------
Utilities Fund Equity Funds 1
------------------------------------ ----------------------- -----------------
Global Gold Fund Equity Funds 1
==================================== ======================= =================
Page B-1
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC. SCHEDULE C: COMPLEX FEE SCHEDULES
--------------------------------------------------------------------------------------
SCHEDULE C
COMPLEX FEE SCHEDULES
===================== ==========================================================
RATE SCHEDULES
Complex Assets Advisor Class Institutional Class All Other Classes
--------------------- ---------------- ---------------------- ------------------
First $2.5 billion 0.0600% 0.1100% 0.3100%
Next $7.5 billion 0.0500% 0.1000% 0.3000%
Next $15.0 billion 0.0485% 0.0985% 0.2985%
Next $25.0 billion 0.0470% 0.0970% 0.2970%
Next $25.0 billion 0.0370% 0.0870% 0.2870%
Next $25.0 billion 0.0300% 0.0800% 0.2800%
Next $25.0 billion 0.0200% 0.0700% 0.2700%
Next $25.0 billion 0.0150% 0.0650% 0.2650%
Next $25.0 billion 0.0100% 0.0600% 0.2600%
Next $25.0 billion 0.0050% 0.0550% 0.2550%
Thereafter 0.0000% 0.0500% 0.2500%
===================== ================ ====================== ==================
Page C-1
