American Century Quantitative Equity Funds, Inc.
Page 1
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT ("Agreement") is made as of the 29thday of April, 2008 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 is registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and has registered its shares for public offering under the
Securities Act of 1933, as amended; and
WHEREAS, the Company is authorized to create separate funds, each with its own separate investment
portfolio of which the beneficial interests are represented by a separate series of shares of the Company,
including two recently created funds, Disciplined Growth 130/30 Fund and Equity Growth 130/30 Fund (the "New
Funds"); and
WHEREAS, the initial shareholders of the New Funds, as well as a majority of those members of the Board
of Directors of the Company (collectively the "Board of Directors," and each Director independently a "Director")
who are not "interested persons" as defined in the Investment Company Act of 1940 (hereinafter referred to as the
"Independent Directors") has approved the Agreement as it relates to the New Funds.
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 Fund. In
such capacity, the Investment Manager shall maintain a continuous investment program for each such Fund,
determine what securities shall be purchased or sold by each Fund, 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;
(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, 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 the expenses of each class of each Fund that
it shall manage, other than interest, taxes, brokerage commissions, portfolio insurance, extraordinary
expenses, the fees and expenses of 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 class of
each Fund that it 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 of
Directors. 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 Fund 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 Fund, 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 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.
(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.
(5) An "Investment Category" for a Fund is the group to which the Fund 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 Funds appear in Schedule B to this Agreement. The amount
of 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 Fund is the dollar amount
resulting from applying the applicable Investment Category Fee Schedule for the Fund
(as shown on Schedule A) using the applicable Investment Category Assets.
(7) The "Per Annum Investment Category Fee Rate" for Fund is the percentage rate that
results from dividing the Per Annum Investment Category Fee Dollar Amount for the Fund
by the applicable Investment Category Assets for the Fund.
(8) The "Complex Assets" is the sum of the assets in all of the Primary Strategy
Portfolios.
(9) The "Per Annum Complex Fee Dollar Amount" for a class of a Fund 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 Fund is the percentage rate that
results from dividing the Per Annum Complex Fee Dollar Amount for the class of a Fund
by the Complex Assets.
(11) The "Per Annum Management Fee Rate" for a class of a Fund is the sum of the Per Annum
Investment Category Fee Rate applicable to the Fund and the Per Annum Complex Fee Rate
applicable to the class of the Fund.
(c) Daily Management Fee Calculation. For each calendar day, each class of each Fund 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 Fund 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 and/or classes, as appropriate, the Applicable
Fee and such other terms and conditions as are applicable to the management of such series
and/or classes, or, in the alternative, enter into a separate management agreement that relates
specifically to such series or classes of shares.
7. Continuation of Agreement. This Agreement shall become effective for each Fund as of the date first set
forth above and shall continue in effect for each Fund for a period of two years from the execution
hereof, unless sooner terminated as hereinafter provided, and shall continue in effect from year to year
thereafter for each Fund only as long as such continuance is specifically approved at least annually (i)
by either the Board of Directors or by the vote of a majority of the outstanding voting securities of
such Fund, and (ii) by the vote of a majority of the Directors, 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. The annual approvals provided for herein shall be effective to continue this Agreement
from year to year if given within a period beginning not more than 90 days prior to August 1st of each
applicable year, notwithstanding the fact that more than 365 days may have elapsed since the date on
which such approval was last given.
8. Termination. This Agreement may be terminated, with respect to any Fund, 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 Fund, at any time without penalty by the Board of Directors or by vote of a majority of
the outstanding voting securities of such Fund on 60 days' written notice to the Investment Manager.
9. Effect of Assignment. This Agreement shall automatically terminate with respect to any Fund in the
event of its 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.
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 Fund.
13. Use of the Name "American Century". The name "American Century" and all rights to the use of the name
"American Century" are the exclusive property of American Century Proprietary Holdings, Inc. ("ACPH").
ACPH has consented to, and granted a non-exclusive license for, the use by the Company of the name
"American Century" in the name of the Company and any Fund. Such consent and non-exclusive license may
be revoked by ACPH in its discretion if ACPH, the Investment Manager, or a subsidiary or affiliate of
either of them is not employed as the investment adviser of each Fund. In the event of such revocation,
the Company and each Fund using the name "American Century" shall cease using the name "American
Century" unless otherwise consented to by ACPH or any successor to its interest in such name.
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.
American Century Investment Management, Inc. American Century Quantitative Equity Funds, Inc.
/s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxxxxx
Xxxx X. Xxxxx Xxxxxxx X. Xxxxxxxxxxx
Vice President Senior Vice President
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American Century Quantitative Equity Funds, Inc. Schedule A: Category Fee Schedules
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Schedule A
Investment Category Fee Schedules
Money Market Funds
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Rate Schedules
Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 4
------------------------------------------- -------------------- --------------------- ---------------------- ---------------------
------------------------------------------- -------------------- --------------------- ---------------------- ---------------------
First $1 billion 0.2500% 0.2700% 0.3500% 0.2300%
Next $1 billion 0.2070% 0.2270% 0.3070% 0.1870%
Next $3 billion 0.1660% 0.1860% 0.2660% 0.1460%
Next $5 billion 0.1490% 0.1690% 0.2490% 0.1290%
Next $15 billion 0.1380% 0.1580% 0.2380% 0.1180%
Next $25 billion 0.1375% 0.1575% 0.2375% 0.1175%
Thereafter 0.1370% 0.1570% 0.2370% 0.1170%
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Bond Funds
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Rate Schedules
Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 Schedule 7 Schedule 8
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------ ------------
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------ ------------
First $1 billion 0.2800% 0.3100% 0.3600% 0.6100% 0.4100% 0.6600% 0.3800% 0.4600%
Next $1 billion 0.2280% 0.2580% 0.3080% 0.5580% 0.3580% 0.6080% 0.3280% 0.4080%
Next $3 billion 0.1980% 0.2280% 0.2780% 0.5280% 0.3280% 0.5780% 0.2980% 0.3780%
Next $5 billion 0.1780% 0.2080% 0.2580% 0.5080% 0.3080% 0.5580% 0.2780% 0.3580%
Next $15 billion 0.1650% 0.1950% 0.2450% 0.4950% 0.2950% 0.5450% 0.2650% 0.3450%
Next $25 billion 0.1630% 0.1930% 0.2430% 0.4930% 0.2930% 0.5430% 0.2630% 0.3430%
Thereafter 0.1625% 0.1925% 0.2425% 0.4925% 0.2925% 0.5425% 0.2625% 0.3425%
=================== ============ ============ ============= ============ ============ ============ ============ ============
Equity Funds
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Rate Schdules
Category Assets Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 Schedule 7
---------------------- --------------- -------------- -------------- ---------------- -------------- ---------------- --------------
---------------------- --------------- -------------- -------------- ---------------- -------------- ---------------- --------------
First $1 billion 0.5200% 0.7200% 1.2300% 0.8700% 1.0000% 1.1500% 1.3000%
Next $5 billion 0.4600% 0.6600% 1.1700% 0.8100% 0.9400% 1.0900% 1.2400%
Next $15 billion 0.4160% 0.6160% 1.1260% 0.7660% 0.8960% 1.0460% 1.1960%
Next $25 billion 0.3690% 0.5690% 1.0790% 0.7190% 0.8490% 0.9990% 1.1490%
Next $50 billion 0.3420% 0.5420% 1.0520% 0.6920% 0.8220% 0.9720% 1.1220%
Next $150 billion 0.3390% 0.5390% 1.0490% 0.6890% 0.8190% 0.9690% 1.1190%
Thereafter 0.3380% 0.5380% 1.0480% 0.6880% 0.8180% 0.9680% 1.1180%
====================== =============== ============== ============== ================ ============== ================ ==============
Schedule B
Investment Category Assignments
American Century Quantitative Equity Funds, Inc.
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Series Category Applicable Fee
Schedule Number
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Disciplined Growth 130/30 Fund Equity Funds 7
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Equity Growth 130/30 Fund Equity Funds 6
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Schedule C
Complex Fee Schedules
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Rate Schedules
Complex Assets Institutional Class All Other Classes
----------------------------------------- ------------------------ ------------------------
----------------------------------------- ------------------------ ------------------------
First $2.5 billion 0.1100% 0.3100%
Next $7.5 billion 0.1000% 0.3000%
Next $15.0 billion 0.0985% 0.2985%
Next $25.0 billion 0.0970% 0.2970%
Next $25.0 billion 0.0870% 0.2870%
Next $25.0 billion 0.0800% 0.2800%
Next $25.0 billion 0.0700% 0.2700%
Next $25.0 billion 0.0650% 0.2650%
Next $25.0 billion 0.0600% 0.2600%
Next $25.0 billion 0.0550% 0.2550%
Thereafter 0.0500% 0.2500%
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Series Investor Institu- Advisor A B C R
Class tional Class Class Class Class Class
Class
--------------------------------------------------- ---------- --------- ---------- -------- ------- -------- -------
>> Disciplined Growth 130/30 Fund Yes Yes No Yes Yes Yes Yes
>> Equity Growth 130/30 Fund Yes Yes No Yes Yes Yes Yes
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