AGREEMENT AND ARTICLES OF MERGER
BETWEEN
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
(a Maryland corporation)
AND
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
(a California corporation)
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC., a corporation duly
organized and existing under the laws of the State of Maryland ("MD Corp") and
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, a corporation duly organized and
existing under the laws of the State of California ("CA Corp"), do hereby
certify that:
FIRST: MD Corp and CA Corp agree to merge.
SECOND: The name and place of incorporation of each party to this
Agreement and Articles of Merger are AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS,
INC., a Maryland corporation, and AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, a
California corporation. MD Corp shall be the successor corporation in the
merger.
THIRD: The date of incorporation of CA Corp was December 31, 1987. CA Corp
is incorporated under the California General Corporation Law. CA Corp is not
registered or qualified to do business in Maryland.
FOURTH: MD Corp has its principal office in Maryland in Baltimore City. CA
Corp does not have a principal office in Maryland and does not own an interest
in land in Maryland.
FIFTH: The terms and conditions of the transaction set forth in this
Agreement and Articles of Merger were advised, authorized, and approved by each
corporation party to the Agreement and Articles of Merger in the manner and by
the vote required by its charter and the laws of the state of its incorporation.
The manner of approval was as follows:
(a) The Board of Directors of MD Corp, by unanimous written
consent dated March 1, 2004, adopted a resolution which approved the
Agreement and Articles of Merger, declared that the proposed merger was
advisable on substantially the terms and conditions set forth or
referred to in the resolution and directed that the proposed merger be
submitted for consideration by the sole stockholder of MD Corp by
written consent. The Board of Directors of CA Corp by written consent
dated March 1, 2004, adopted a resolution which approved the Agreement
and Articles of Merger, declared that the proposed merger was advisable
on substantially the terms and conditions set forth or referred to in
the resolution and directed that the proposed merger be submitted for
consideration at a special meeting of the shareholders of CA Corp.
(b) Notice of the proposed merger was waived by the sole
stockholder of MD Corp and simultaneously the proposed merger was
approved by the sole stockholder of MD Corp by written consent dated
[______] [__], 2004.
(c) Notice which stated that a purpose of the special meeting
was to act on the proposed merger was given by CA Corp as required by
law. The proposed merger was approved by shareholders of CA Corp at a
special meeting of shareholders held on [_____] [__], 2004, by at least
a majority of all the votes entitled to be cast on the matter.
SIXTH: The number of shares of stock of all classes which MD Corp has
authority to issue is 20 billion shares of Common Stock in total and 2 billion
shares in each of the following classes: A(1) Common, A(2) Common, A(3) Common,
A(4) Common, A(5) Common, A(6) Common, A(7) Common, A(8) Common, A(9) Common,
and A(10) Common. The total number of shares of stock of all classes which CA
Corp has authority to issue is 20 billion shares of Common Stock in total and 2
billion shares in each of the following classes: A(1) Common, A(2) Common, A(3)
Common, A(4) Common, A(5) Common, A(6) Common, A(7) Common, A(8) Common, A(9)
Common, and A(10) Common.
SEVENTH: The merger does not amend the charter of the successor, MD
Corp.
EIGHTH: The terms and conditions of the merger, the mode of carrying
the same into effect, the manner and basis of converting or exchanging issued
stock of the merging corporations into different stock of a corporation or other
consideration, and the treatment of any issued stock of the merging corporations
not to be converted or exchanged are as follows:
(a) The only issued and outstanding share of the Common Stock
of MD Corp prior to the effective date will be one share, which will be
held by CA Corp. The share of Common Stock of MD Corp held by CA Corp
before the merger shall be cancelled automatically upon effectiveness
of the merger.
(b) Each issued and outstanding share of each class and series
of Common Stock of CA Corp on the effective date of the merger shall,
upon effectiveness and without further act, be automatically converted
into and become one share of its corresponding class and series of the
Common Stock of MD Corp.
NINTH: The merger shall become effective at 5:00 p.m. (eastern time) on
April [__], 2004.
IN WITNESS WHEREOF, AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC., a
Maryland corporation, and AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, a
California corporation, have caused these presents to be signed in their
respective names and on their respective behalves by their respective presidents
and witnessed by their respective secretaries on [_________] [__], 2004.
WITNESS: AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
(a Maryland corporation)
_____________________________ By _____________________________
Secretary President
WITNESS: AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
(a California corporation)
_____________________________ By _____________________________
Secretary President
THE UNDERSIGNED, President of AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.,
a Maryland corporation, who executed on behalf of the Corporation the foregoing
Agreement and Articles of Merger of which this certificate is made a part,
hereby acknowledges in the name and on behalf of said Corporation the foregoing
Agreement and Articles of Merger to be the corporate act of said Corporation and
hereby certifies that to the best of his knowledge, information and belief the
matters and facts set forth therein with respect to the authorization and
approval thereof are true in all material respects under the penalties of
perjury.
By _____________________________
President
THE UNDERSIGNED, President of AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, a
California corporation, who executed on behalf of the Corporation the foregoing
Agreement and Articles of Merger of which this certificate is made a part,
hereby acknowledges in the name and on behalf of said Corporation the foregoing
Agreement and Articles of Merger to be the corporate act and deed of said
Corporation and hereby certifies that to the best of his knowledge, information
and belief the matters and facts set forth therein with respect to the
authorization and approval thereof are true in all material respects under the
penalties of perjury.
By _____________________________
President
THE UNDERSIGNED, Secretary of AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, a
California corporation, hereby certifies that, pursuant to the requirements of
the California General Corporation Law, a majority of the outstanding stock of
CA Corp entitled to vote voted for the adoption of the Agreement and Articles of
Merger.
By _____________________________
Secretary
