EXHIBIT 99.d2


                AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.


                              MANAGEMENT AGREEMENT


     This MANAGEMENT AGREEMENT ("Agreement") is made as of the 28th day of April
, 2006 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, American Century Quantitative Equity Funds, Inc. has added two new
funds, NT Equity Growth Fund and NT Small Company Fund; and

     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  offerng 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 those Funds
listed on Schedule A hereto.

     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 set forth on Schedule B 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;

     (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 class of each series of the  Company's  shares set forth on Schedule B
     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


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                                AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.



     (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  class of each  series  of the
     Company's shares set forth on Schedule B 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 set forth on Schedule
          B  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 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


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                                AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.


               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.

          (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  set forth on  Schedule B shall
          accrue a fee  calculated by multiplying


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                                AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.


          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 set forth on
          Schedule B 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.

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.



                                                                          Page 4



                                AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.



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 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 series of shares
     thereof.  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 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"
     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 QUANTITATIVE EQUITY FUNDS, INC.          AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.


/s/ David H. Reinmiller                                   /s/ Charles A. Etherington
------------------------------------                      ------------------------------------
DAVID H. REINMILLER                                       CHARLES A. ETHERINGTON
Vice President                                            Senior Vice President




                                                                          Page 5







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    SCHEDULE 3    SCHEDULE 4
------------------------ -------------- ------------ ------------- -------------
First $1 billion            0.5200%       0.7200%       0.8700%       1.2300%
Next $5 billion             0.4600%       0.6600%       0.8100%       1.1700%
Next $15 billion            0.4160%       0.6160%       0.7660%       1.1260%
Next $25 billion            0.3690%       0.5690%       0.7190%       1.0790%
Next $50 billion            0.3420%       0.5420%       0.6920%       1.0520%
Next $150 billion           0.3390%       0.5390%       0.6890%       1.0490%
Thereafter                  0.3380%       0.5380%       0.6880%       1.0480%
======================== ============== ============ ============= =============



                                                                        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
------------------------------------------------ ------------- -----------------
NT Equity Growth Fund                            Equity Funds         1
------------------------------------------------ ------------- -----------------
NT Small Company Fund                            Equity Funds         2
------------------------------------------------ ------------- -----------------




                                                                        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%
======================= ================= ==================== =================



========================= ======== ======== ======== ====== ====== ====== ======
          Series          Investor Institu-  Advisor   A      B       C      R
                           Class   tional    Class   Class  Class   Class  Class
                                   Class
------------------------- -------- -------- -------- ------ ------ ------ ------
>>NT Equity Growth Fund     No      Yes       No      No      No     No     No
>>NT Small Company Fund     No      Yes       No      No      No     No     No




                                                                       Page C-1