EXHIBIT (g)(14)
EXECUTION COPY
SPECIAL CUSTODY AND PLEDGE AGREEMENT
(Short Sales)
AGREEMENT, (hereinafter "Agreement") dated as of April 24, 2008 among the
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC. ON BEHALF OF ITS SERIES LISTED
ON SCHEDULE A ("Customer"), XXXXXXX, XXXXX & CO., a New York limited
partnership ("Broker"), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("Manager")
and JPMORGAN CHASE BANK, N.A. as Custodian hereunder ("Custodian").
WHEREAS, Customer has opened a margin account (the "Margin Account") with
Broker in which Customer may effect Short Sales (as such term is hereinafter
defined), and for that purpose has signed a New Account Application and
Agreement for Entities and New Account - Supplemental Documents for Entities
with Broker (the "Margin Agreement"); and
WHEREAS, Broker is required to comply with applicable laws and regulations
requiring the margining of Short Sales, including the margin regulations of the
Board of Governors of the Federal Reserve System and of any relevant securities
exchanges and other self-regulatory associations (the "Margin Rules") and
Broker's internal policies; and,
WHEREAS, to facilitate Short Sales hereunder, Customer and Broker desire to
establish procedures for compliance with the Margin Rules;
WHEREAS, Customer has appointed Manager as an investment advisor and
manager over certain of its assets with authority to effect Short Sales and to
act on Customer's behalf in connection with the pledge of assets to Broker to
secure performance of Customer's obligations with respect to Short Sales
effected for Customer's account with Broker; and
WHEREAS, Custodian is prepared to assist Customer, Manager and Broker in
complying with the Margin Rules by acting as custodian for Collateral (as
hereinafter defined) pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, be it agreed as follows:
(1) As used herein, capitalized terms have the following meanings unless
otherwise defined herein:
"Adequate Performance Assurance" shall mean such Collateral placed in the
Special Custody Account (as such term is hereinafter defined) as is adequate
under the Margin Rules and Broker's internal policies in effect from time to
time.
"Advice from Broker" means a notice sent by an Authorized Representative of
Broker (as defined below) delivered to Customer, Manager or Custodian, as
applicable, hereunder, communicated: (i) in writing; (ii) by a facsimile-sending
device; or (iii) in cases of calls for additional Collateral (as such term is
hereinafter defined) or notices referred to in paragraph 8 hereof, by telephone
to a person designated by Customer in writing as authorized to receive such
advice or, in the event that no such person is available, to any officer of the
Customer or Manager, provided, however, that such Advice from Broker is
confirmed promptly thereafter by written notice. An officer of Broker will
certify to Custodian, on Appendix A attached, the names and signatures of
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those employees who are authorized to sign Advices from Broker (each, an
"Authorized Representative of Broker"), which certification may be amended from
time to time.
"Business Day" means a day on which Custodian and Broker are open for
business.
"Collateral" means U.S. cash, U.S. Government securities or other U.S.
margin-eligible securities acceptable to Broker which are pledged to Broker as
provided herein.
"Insolvency" means that: (i) an order, judgment or decree has been entered
under the bankruptcy, reorganization, compromise, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law (herein called
the "Bankruptcy Law") of any jurisdiction adjudicating the Customer insolvent;
or (ii) the Customer has petitioned or applied to any tribunal for, or consented
to the appointment of, or taking possession by, a trustee, receiver, liquidator
or similar official, of the Customer, or commenced a voluntary case under the
Bankruptcy Law of the United States or any proceedings relating to the Customer
under the Bankruptcy Law of any other jurisdiction, whether now or hereinafter
in effect; or (iii) any such petition or application has been filed, or any such
proceedings commenced, against the Customer and the Customer by any act has
indicated its approval thereof, consent thereto or acquiescence therein, or an
order for relief has been entered in an involuntary case under the Bankruptcy
Law of the United States or any other jurisdiction, as now or hereinafter
constituted, or an order, judgment or decree has been entered appointing any
such trustee, receiver, liquidator or similar official, or approving the
petition in any such proceedings, and such order, judgment or decree remains
unstayed and in effect for more than 30 days.
"Instructions from Customer" means a request, direction or certification in
writing signed in the name of the Customer by a person authorized by Customer
(including Manager), and delivered to Custodian or transmitted to it by a
facsimile-sending device. An officer of Customer shall certify to Custodian on
Appendix B attached hereto the names and signatures of those employees of
Customer or other persons who are authorized to give Instructions from Customer
(each, an "Authorized Representative of Customer").
"Short Sales" shall mean the sale by Customer of securities which Customer
does not own, and which is consummated by the delivery of securities borrowed
from or through the facilities of Broker, in accordance with the applicable
provisions of the Margin Rules, particularly Sections 220.10 and 220.12 of
Regulation T of the Board of Governors of the Federal Reserve.
(2) (a) Custodian, in its capacity as a securities intermediary as defined
in Revised Article 8 of the Uniform Commercial Code as adopted in The State of
New York ("Article 8"), to the extent the same may be applicable, or in
applicable federal law or regulations, shall open a separate account on its
books entitled Special Custody Account for Xxxxxxx, Xxxxx & Co. as Pledgee of
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC. on behalf of its series listed
on Schedule A ("Special Custody Account") and shall hold therein for Broker as
secured party upon the terms of this Agreement all Collateral. Customer
authorizes Custodian to maintain the Special Custody Account in accordance with
this Agreement. The Custodian hereby agrees that any Collateral except U.S. cash
held in the Special Custody Account shall be treated as a financial asset for
purposes of Article 8 (as defined above) to the extent the same may be
applicable. Customer agrees to instruct Custodian through Instructions from
Customer as to the cash and specific securities which Custodian is to
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identify on its books and records as pledged to Broker as Collateral in the
Special Custody Account.
(b) Customer grants to Custodian the authority to segregate in the
Special Custody Account any Collateral specified by Customer. Customer agrees to
provide and at all times maintain Adequate Performance Assurance in the Special
Custody Account pursuant to the terms and conditions of this Agreement. Customer
further agrees that all securities that are transferred into the Special Custody
Account as Collateral shall be fully paid for and that all trade settlements of
transactions for such securities shall be completed prior to the transfer of
such securities into the Special Custody Account as Collateral. In the event
that Custodian and Broker determine that a cash credit previously made to the
Special Custody Account was due to an error or the non-receipt by Custodian of
any income or dividend distribution then the Broker shall provide an Advice from
Broker to Custodian for the purpose of reversing such cash credit.
(c) Customer, Broker and Custodian agree that Collateral will be held
for Broker in the Special Custody Account by Custodian under the terms and
conditions of this Agreement, that the Custodian will take such actions with
respect to any Collateral (including without limitation the delivery thereof in
accordance with paragraph 8) as Broker shall direct in an Advice from Broker or
other entitlement order (as defined in Article 8), and that in no event shall
any consent of Customer be required for the taking of any such action by
Custodian.
(d) Customer hereby grants to Broker a continuing first priority
security interest in, lien on and right to set off with respect to: (i) in the
Collateral and any proceeds thereof; (ii) all other property in the Margin
Account and the Special Custody Account; and (iii) in its accounts (including
the Margin Account) with Broker and the Special Custody Account, to secure
Customer's obligations, including any obligations to Broker hereunder and under
the Margin Agreement. Customer herby grants Broker control over the Special
Custody Account and the Collateral and irrevocably instructs Custodian to accept
and comply with any Advice from Broker or other entitlement orders (as defined
in the UCC) from Broker with respect to the Collateral. Custodian accepts such
instruction and agrees that it will (i) comply with any Advice from Broker or
other entitlement orders originated by Broker concerning the Special Custody
Account and any of the Collateral without further consent by Customer and (ii)
upon Notice from Broker that a Customer Default has occurred, will not comply
with entitlement orders from Customer with respect to the Special Custody
Account or the Collateral without the consent of Broker. Custodian shall have no
responsibility for the validity or enforceability of such security interest.
(e) Any ordinary cash interest or cash dividends paid with respect to
Collateral shall be credited by Custodian to Customer's custody account.
(3) Custodian will confirm in writing to Broker within one Business Day,
all pledges, releases or substitutions of Collateral and will supply Broker with
a monthly statement of Collateral in the Special Custody Account. Custodian will
also advise Broker, Manager or Customer upon reasonable request, of the kind and
amount of Collateral pledged to Broker.
(4) (a) Subject to the provisions of paragraph (4)(b) below, only upon
receipt of an Advice from Broker no later than 1 p.m. on a Business Day,
Custodian agrees to release Collateral to Customer from the pledge hereunder on
the same day as the Advice from Broker was received. Broker agrees, upon request
of Manager, to promptly
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thereafter provide such an Advice from Broker with respect to Collateral
selected by Manager: (i) if said Collateral represents an excess in value of the
Collateral necessary to constitute Adequate Performance Assurance at that time;
(ii) against receipt in the Special Custody Account of substitute Collateral
having a value at least equal (with any remaining Collateral) to Adequate
Performance Assurance; or (iii) upon termination of Customer's accounts with
Broker including the Margin Account (if any) and settlement in full of all
transactions therein and any amounts owed to Broker with respect thereto and the
discharge of all obligations to Broker. It is understood that Broker will be
responsible for valuing Collateral; Custodian at no time has any responsibility
for determining whether the value of Collateral is equal in value to Adequate
Performance Assurance.
(4)(b) Broker agrees that Broker will not require Customer at any time to
provide Broker Collateral in excess of the amount then required by the Margin
Rules. Broker shall calculate the amount of Collateral required to meet its
Margin Rules each Business Day and notify Manager of such amount via Broker's
web portal by 8 a.m. (EST) on each Business Day (subject to availability of the
web portal). If the amount of Collateral exceeds the amount required by the
Margin Rules, Manager agrees to notify Broker of the Collateral Manager selects
for release. If such notification is received by Broker by 11:00 a.m. (EST)
Broker agrees to send to Custodian by 1:00 p.m. (EST) on such Business Day an
Advice from Broker to release to Customer for credit to Customer's custody
account with Custodian the Collateral selected by Manager, and thereupon
Custodian shall transfer such Collateral to Customer's custody account by the
close of business on such Business Day. If any notification under this Section
4(b) is not provided within the time set forth therein, the applicable party
agrees to deliver the applicable notification promptly thereafter.
(5) Customer represents and warrants to Broker that securities pledged to
Broker shall be in good deliverable form (or Custodian shall have the
unrestricted power to put such securities into good deliverable form), and that
Collateral will not be subject to any liens or encumbrances other than the
security interest in favor of Broker contemplated under this Agreement.
(6) Collateral shall at all times remain the property of the Customer
subject only to the extent of the interest and rights therein of Broker as the
pledgee and secured party thereof. Custodian represents that Collateral is not
subject to any other lien, charge, security interest or other right or claim of
the Custodian or any person claiming through Custodian, and Custodian hereby
waives any right, charge, security interest, lien or right of set off of any
kind which it may have or acquire with respect to Collateral. Custodian shall
use its best efforts to notify Broker, Manager and Customer as soon as possible
if Custodian receives any notice of levy, lien, court order or other process
purporting to affect the Collateral.
(7) Broker shall, on each Business Day, compute the aggregate net credit or
debit balance on Customer's open short sales and advise Manager by 11:00 a.m.
New York time of the amount of the net debit or credit, as the case may be. If a
net debit balance exists on such day, Customer will cause an amount equal to
such net debit balance to be paid to Broker by the close of business on such
day. If a net credit balance exists on such day, Broker will pay such credit
balance to Customer by the close of business on such day. As Customer's open
short positions are marked-to-market daily, payments will be made by or to
Customer to reflect changes (if any) in the credit or debit balances. Broker
will charge Customer interest on debit balances in accordance with Broker's
policies as stated in the document entitled "Interest Charges
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and Margin Requirements Disclosure Statement" (receipt of which Customer hereby
acknowledges), and Broker will pay interest on credit balances. Balances will be
appropriately adjusted when Short Sales are closed out.
(8) The occurrence of any of the following constitutes a Customer Default
hereunder:
(a) failure by Customer to perform any obligation, determined by Broker to
be material in its good faith discretion, hereunder or under the
Margin Agreement including, without limitation, its obligation to
maintain Adequate Performance Assurance as herein provided or, upon
receiving notice from Broker that it can no longer protect Customer's
Short Sale, to make timely delivery to Broker in accordance with
applicable laws, rules and regulations, of securities identical to the
securities sold short;
(b) a Close-Out Event, as defined in the Margin Agreement; or
(c) Customer's Insolvency.
Broker will immediately notify Customer, Manager and Custodian in an Advice from
Broker of such Customer Default. No sooner than 2:00 p.m. on the next Business
Day after transmittal by Broker of such Advice from Broker, if the Customer
Default continues at the end of such period, Broker may thereupon take any
action permitted pursuant to the Margin Agreement, including without limitation,
the conversion of any convertible securities or exercise of Customer's rights in
warrants (if any) held in the Margin Account and the Special Custody Account,
the buy-in of any securities of which the Margin Account may be short, and the
sale of any or all property or securities in the Margin Account and the Special
Custody Account to the extent necessary to satisfy Customer's obligations to
Broker, provided that prior to having access to assets in the Special Custody
Account Broker shall transmit to Custodian an Advice from Broker stating that
all conditions precedent to Broker's right to instruct Custodian to deliver
Collateral or take other actions referenced below have been met. Upon Advice
from Broker to Custodian of a Customer Default, Custodian is hereby directed to
deal, immediately upon such notification, with Broker as if Broker were the sole
and absolute owner of the Special Custody Account and the Collateral and follow
any Advice from Broker with respect to the Collateral without further consent of
Customer. Such Advice from Broker shall instruct Custodian either: (i) to
transfer to Broker such specified Collateral as in Broker's sole judgment is
necessary for the protection of Broker's interest; or (ii) to sell as agent for
Broker (and not as Broker or otherwise) such specified Collateral as in Broker's
sole judgment is necessary for the protection of its interest . Any sale of
Collateral made hereunder shall be made in accordance with the provisions of the
New York Uniform Commercial Code in the principal market for the securities or,
if such principal market is closed, such sale shall be made in a manner
commercially reasonable for Collateral. Customer shall be liable to Broker for
any deficiency which may exist after the exercise by Broker of its rights and
remedies as aforesaid. Any surplus resulting from the sale of Collateral shall
be transmitted to Custodian. Broker shall notify Customer and Manager of any
sale of Collateral and any deficiency remaining thereafter in an Advice from
Broker.
(9) Broker hereby covenants, for the benefit of Customer, that Broker will
not instruct Custodian to deliver Collateral free of payment with respect to any
sale of Collateral pursuant to paragraph 8 until after the occurrence of the
events and the expiration of the time periods set forth in paragraph 8. The
foregoing covenant is for the benefit of Customer only and shall in no way be
deemed to constitute a limitation on
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Broker's right at any time to instruct Custodian pursuant to an Advice of Broker
and Custodian's obligation to act upon such instructions. Custodian shall not be
required to make any determination as to whether such delivery is made in
accordance with any provisions of this Agreement or any other agreement between
Broker and Customer. Custodian will, however, provide prompt telephone notice to
an officer of Customer of receipt by Custodian of an Advice from Broker to
deliver Collateral.
(10) It is understood that all determinations and directions for Short
Sales for the account of the Customer pursuant to the terms of this Agreement
shall be made by Manager. The Customer is not relying upon Broker to make
recommendations with respect thereto.
(11) Custodian's duties and responsibilities are set forth in this
Agreement. Custodian shall act only upon receipt of an Advice from Broker
regarding release of Collateral, except as required by applicable law. Custodian
shall not be liable or responsible for anything done, or omitted to be done, by
it in good faith and in the absence of negligence and may rely and shall be
protected in acting upon any Advice from Broker which it reasonably believes to
be genuine and authorized. As between Custodian and Broker, Broker shall
indemnify and hold harmless Custodian with regard to any losses or liabilities
of Custodian (including counsel fees) imposed on or incurred by Custodian
subsequent to the taking of any action, or arising out of any omission, of
Custodian in compliance with any notice from Broker, Advice from Broker or
instruction of Broker under this Agreement, excluding any losses or liabilities
caused by the negligence or willful misconduct of Custodian in complying with
any such notice, Advice from Broker or instruction. As between Customer and
Custodian, the terms of the Custodian Agreement shall apply with respect to any
losses or liabilities of such parties arising out of matters covered by this
Agreement. In matters concerning or relating to this Agreement, Custodian shall
not be liable for the acts or omissions of any of the other parties to this
Agreement. In matters concerning or relating to this Agreement, Custodian shall
not be responsible for compliance with any statute or regulation regarding the
establishment or maintenance of margin credit, including but not limited to
Regulations T or X of the Board of Governors of the Federal Reserve System, the
OCC or the Securities and Exchange Commission. Custodian shall have no duty to
require any cash or securities to be delivered to it or to determine that the
amount and form of assets deposited in the Special Custody Account comply with
any applicable requirements. Custodian may hold the securities in the Special
Custody Account in bearer, nominee, book-entry, or other form and in any
depository or clearing corporation (including omnibus accounts), with or without
indicating that the securities are held hereunder; provided, however, that all
securities held in the Special Custody Account shall be identified on
Custodian's records as subject to this Agreement and shall be in a form that
permits transfer without additional authorization or consent of the Customer.
The Custodian or Broker shall not be responsible or liable for any losses
resulting from nationalization, expropriation, devaluation, seizure, or similar
action by any governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental authority of
currency restrictions, exchange controls, levies or other charges affecting the
property in the Special Custody Account; acts of war, terrorism, insurrection or
revolution; or acts of God; or any other similar event beyond the control of the
such party or its agents. Neither Custodian nor Broker shall be liable for
indirect special or consequential damage even if advised of the possibility or
likelihood thereof. This Section shall survive the termination of this
Agreement.
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(12) All charges for Custodian's services under this Agreement shall be
paid by Customer.
(13) Broker shall not be liable for any losses, costs, damages, liabilities
or expenses suffered or incurred by Customer as a result of any transaction
executed hereunder, or any other action taken or not taken by Broker hereunder
for Customer's account at Customer's direction or otherwise, except to the
extent that such loss, cost, damage, liability or expense is the result of
Broker's own negligence, recklessness, willful misconduct or bad faith.
(14) No modification or amendment of this Agreement shall be effective
unless in writing and signed by an authorized officer of each of Broker,
Customer, Manager and Custodian.
(15) Written communications hereunder, other than Advice from Broker, shall
be sent by facsimile-sending device or telegraphed when required herein, hand
delivered, sent by overnight delivery or mailed first-class postage prepaid,
except that written notice of termination shall be sent by certified mail, in
any such case addressed:
(a) if to Custodian, to:
JPMorgan Chase Bank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
Attention: Office of the General Counsel
(b) if to Customer, to:
AMERICAN CENTURY QUANTITATIVE EQUITY
FUNDS, INC. ON BEHALF
OF ITS SERIES LISTED ON SCHEDULE A
ADDRESS: 0000 XXXX XXXXXX
XXXXXX XXXX, XX 00000
Attn.: Legal Department
Phone: 000-000-0000
Fax: 000-000-0000
(c) if to Broker, to:
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Client Services Dept.
Fax No: 000-000-0000
Phone No: 000-000-0000
(d) if to Manager, to:
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
ADDRESS: 0000 XXXX XXXXXX
XXXXXX XXXX, XX 00000
Attn.: Legal Department
Phone: 000-000-0000
Fax: 000-000-0000
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Copies of Custodian's confirmations, statements and advices issued pursuant
to Paragraph 4 should be sent to:
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Fax: 000-000-0000
Phone: 000-000-0000
(16) Any of the parties hereto may terminate this Agreement by notice in
writing, within 30 days of the date of termination, to the other parties hereto;
provided, however, that the status of any Collateral pledged to Broker at the
time of such notice shall not be affected by such termination until the release
of such pledge pursuant to the terms of the Margin Agreement and any applicable
Margin Rules. Upon termination of this Agreement, all assets of the Customer
held in the Special Custody Account shall be transferred to a successor
custodian specified by the Customer and agreed to by Broker.
(17) Nothing in this Agreement prohibits Broker, Customer or Custodian from
entering into similar agreements with others in order to facilitate option
contract transactions.
(18) Any controversy between Broker or any of its, or its affiliates,
managing directors, officers, directors or employees on the one hand, and
Customer on the other hand, arising out of or relating to this Agreement, shall
be settled by means of either arbitration or litigation in accordance with the
following procedures, unless the parties agree to other procedures in writing
when any dispute arises.
a. DISPUTE RESOLUTION MECHANISM. All disputes shall be resolved by
arbitration pursuant to the procedures set forth in subparagraph (b)
below unless Customer shall elect that a dispute be resolved by
litigation, in which case the dispute shall be resolved by litigation
pursuant to the procedures set forth in subparagraph (c) below.
Customer shall make such election either (i) by instituting litigation
if neither party has already commenced arbitration proceedings, or
(ii) by electing to proceed by litigation in writing by overnight or
registered mail addressed to Broker at its main office within ten (10)
days of notification that Broker has taken the first step in the
commencement of arbitration proceedings.
b. ARBITRATION. This Agreement contains a predispute arbitration clause.
By signing an arbitration agreement, the parties agree as follows:
1. All parties to this Agreement are giving up the right to xxx each
other in court, including the right to a trial by jury, except as
provided
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by the rules of the arbitration forum in which a claim is filed.
2. Arbitration awards are generally final and binding; a party's
ability to have a court reverse or modify an arbitration award is
very limited.
3. The ability of the parties to obtain documents, witness
statements and other discovery is generally more limited in
arbitration than in court proceedings.
4. The arbitrators do not have to explain the reason(s) for their
award.
5. The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities
industry.
6. The rules of some arbitration forums may impose time limits for
bringing a claim in arbitration. In some cases, a claim that is
ineligible for arbitration may be brought in court.
7. The rules of the arbitration forum in which the claim is filed,
and any agreements thereto, shall be incorporated into this
Agreement.
Arbitration shall be conducted before The New York Stock Exchange,
Inc. ("NYSE") or FINRA Dispute Resolution ("FINRA-DR"), or, if the
NYSE and FINRA-DR decline to hear the matter, before the American
Arbitration Association, in accordance with their arbitration rules
then in force. The award of the arbitrator shall be final, and
judgment upon the award rendered may be entered in any court, state or
federal, having jurisdiction.
No person shall bring a putative or certified class action to
arbitration, nor seek to enforce any pre-dispute arbitration agreement
against any person who has initiated in court a putative class action
or who is a member of a putative class who has not opted out of the
class with respect to any claims encompassed by the putative class
action until: (i) the class certification is denied; (ii) the class is
decertified; or (iii) Customer is excluded from the class by the
court.
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Such forbearance to enforce an agreement to arbitrate shall not
constitute a waiver of any rights under this Agreement except to the
extent stated herein.
c. LITIGATION. Any litigation commenced pursuant to this subparagraph
must be instituted in the United States Court for the Southern
District of New York, or in the event such court lacks subject matter
jurisdiction, the New York Supreme Court for the County of New York.
Customer consents to personal jurisdiction in New York for purposes of
such litigation. Any right to trial by jury with respect to any claim
or action is hereby waived by all parties to this agreement."
(19) If any provision or condition of this Agreement shall be held to be
invalid or unenforceable by any court, or regulatory or self-regulatory agency
or body, such invalidity or unenforceability shall attach only to such provision
or condition. The validity of the remaining provisions and conditions shall not
be affected thereby and this Agreement shall be carried out as if any such valid
or unenforceable provision or condition were not contained herein.
(20) All references herein to times of day shall mean the time in New York,
New York, U.S.A.
(21) This Agreement and its enforcement (including, without limitation, the
establishment and maintenance of the Special Custody Account and all interests,
duties and obligations related thereto) shall be governed by the laws of The
State of New York. This Agreement shall be binding on the parties and any
successor organizations thereof irrespective of any change or changes in
personnel thereof.
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(22) This Agreement may be executed in one or more counterparts, all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this Agreement as of the date and year first written above.
CUSTOMER: AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC., ON BEHALF OF ITS
SERIES LISTED ON SCHEDULE A
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Secretary
BROKER: XXXXXXX, XXXXX & CO.
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
CUSTODIAN: JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxx Xxxxx Calla Xxxxxxx
--------------------------------
Name: Xxxx Xxxxx Calla Xxxxxxx
Title: Vice President
MANAGER: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Secretary
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SCHEDULE A
TO
SPECIAL CUSTODY AND PLEDGE AGREEMENT
AMONG XXXXXXX, SACHS & CO. (BROKER), AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS,
INC. ON BEHALF OF ITS SERIES LISTED ON SCHEDULE A (CUSTOMER), AMERICAN CENTURY
INVESTMENT MANAGEMENT (MANAGER) AND JPMORGAN CHASE BANK, N.A. (CUSTODIAN)
Dated April 24, 2008
SERIES OF AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
1. Long-Short Equity Fund
2. Equity Growth 130/30 Fund
3. Disciplined Growth 130/30 Fund
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APPENDIX A
TO
SPECIAL CUSTODY AND PLEDGE AGREEMENT
AMONG XXXXXXX, XXXXX & CO. (BROKER), AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS,
INC. ON BEHALF OF ITS SERIES LISTED ON SCHEDULE A (CUSTOMER), AMERICAN CENTURY
INVESTMENT MANAGEMENT (MANAGER) AND JPMORGAN CHASE BANK, N.A. (CUSTODIAN)
Dated: _________, 2008
AUTHORIZED PERSONS FOR XXXXXXX, XXXXX & CO.
Custodian is directed to accept and act upon instructions received from any
one of the following persons at Xxxxxxx, Sachs Co.
NAME TELEPHONE/FAX NUMBER SIGNATURE
1. Xxxx Xxxx 1. (000) 000-0000 1. /s/ Xxxx Xxxx
2. Xxxxxx Xxxxxxxx-Xxxx 2. (000) 000-0000 2. /s/ Xxxxxx Xxxxxxxx-Xxxx
3. 3. 3. _____________________
Authorized by: /s/ Xxxx Xxxxx, as authorized agent of Broker
----------------
Name:
Title:
00
XXXXXXXX X
TO
SPECIAL CUSTODY AND PLEDGE AGREEMENT
AMONG XXXXXXX, SACHS & CO. (BROKER), AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS,
INC. ON BEHALF OF ITS SERIES LISTED ON SCHEDULE A (CUSTOMER), AMERICAN CENTURY
INVESTMENT MANAGEMENT (MANAGER) AND JPMORGAN CHASE BANK, N.A. (CUSTODIAN)
Dated: _________, 2008
AUTHORIZED PERSONS FOR AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC. ON
BEHALF OF ITS SERIES LISTED ON SCHEDULE A
Custodian is directed to accept and act upon instructions received from any
one of the following persons at American Century Quantitative Equity Funds, Inc.
on behalf of its series listed on Schedule A.
NAME TELEPHONE/FAX NUMBER SIGNATURE
1. Xxxxxx Xxxxxxxxx 1. (000) 000-0000 1. /s/ Xxxxxx Xxxxxxxxx
2. Xxx Xxxx 2. (000) 000-0000 2. /s/ Xxx Xxxx
3. 3. 3. _____________________
Authorized by Customer: /s/ Xxxx X. Xxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxx
Title: Secretary
14
