EX-99.(A)(17) 4 articlesamendment.htm ARTICLES OF AMENDMENT articlesamendment.htm
EXHIBIT (a)(17)
 

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
 
ARTICLES OF AMENDMENT

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC., a Maryland corporation whose principal Maryland office is located in Baltimore, Maryland (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:  The Corporation is registered as an open-end company under the Investment Company Act of 1940.

SECOND:  Pursuant to authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), the Board of Directors of the Corporation has (i) determined to change the name of the Advisor class of common stock to A class for the series of shares titled Small Company Fund, (ii) duly established a C class of shares for the series of shares titled Small Company Fund, (iii) eliminated the series of shares titled Core Equity Fund and Quantitative Equity Fund, and (iv) increased in some cases and decreased in some cases the number of shares of capital stock of certain series and classes that the Corporation has authority to issue in accordance with Section 2-105(c) of the Maryland General Corporation Law (the “Reallocation”).

THIRD:  Immediately prior to the Reallocation the Corporation had the authority to issue Three Billion (3,000,000,000) shares of capital stock. Following the Reallocation, the Corporation has the authority to issue Three Billion (3,000,000,000) shares of capital stock.

FOURTH:  The par value of shares of the Corporation's capital stock before the Reallocation was, and after the Reallocation is, One Cent ($0.01) per share.

FIFTH:  Immediately prior to the Reallocation, the aggregate par value of all shares of stock that the Corporation was authorized to issue was Thirty Million Dollars ($30,000,000). After giving effect to the Reallocation, the aggregate par value of all shares of stock that the Corporation is authorized to issue is Thirty Million Dollars ($30,000,000).

SIXTH:  Immediately prior to the Reallocation, the number of shares allocated among the duly established classes of shares (each hereinafter referred to as a “Class”) of the fifteen (15) series of stock and aggregate par value of each class was as follows:

 
Series Name
 
Class Name
Number of Shares
as Allocated
Aggregate
Par Value
Global Gold Fund
Investor
200,000,000
$2,000,000
 
A
20,000,000
200,000
 
Institutional
10,000,000
100,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
 
 
 
 
 
 
Series Name
 
Class Name
Number of Shares
as Allocated
Aggregate
Par Value
Income & Growth Fund
Investor
330,000,000
$3,300,000
 
Institutional
100,000,000
1,000,000
 
A
100,000,000
1,000,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
 
B
10,000,000
100,000
Equity Growth Fund
Investor
400,000,000
$4,000,000
 
Institutional
90,000,000
900,000
 
A
80,000,000
800,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
 
B
10,000,000
100,000
Utilities Fund
Investor
80,000,000
$800,000
Disciplined Growth Fund
Investor
50,000,000
$500,000
 
Institutional
10,000,000
100,000
 
A
10,000,000
100,000
 
R
10,000,000
100,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
Long-Short Market Neutral Fund
Investor
50,000,000
$500,000
 
Institutional
50,000,000
500,000
 
R
10,000,000
100,000
 
A
70,000,000
700,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
Small Company Fund
Investor
200,000,000
$2,000,000
 
Institutional
100,000,000
1,000,000
 
Advisor
150,000,000
1,500,000
 
R
10,000,000
100,000
NT Equity Growth Fund
Institutional
100,000,000
$1,000,000
NT Small Company Fund
Institutional
100,000,000
$1,000,000
International Core Equity Fund
Investor
50,000,000
$500,000
 
Institutional
50,000,000
500,000
 
A
10,000,000
100,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
Equity Growth 130/30 Fund
Investor
10,000,000
$100,000
 
Institutional
10,000,000
100,000
 
R
10,000,000
100,000
 
A
10,000,000
100,000
 
B
0
0
 
C
10,000,000
100,000

 
2
 

 
Series Name
 
Class Name
Number of Shares
as Allocated
Aggregate
Par Value
Disciplined Growth 130/30 Fund
Investor
10,000,000
$100,000
 
Institutional
10,000,000
100,000
 
R
10,000,000
100,000
 
A
10,000,000
100,000
 
B
0
0
 
C
10,000,000
100,000
Core Equity Fund
Investor
0
$0
Quantitative Equity Fund
Investor
0
$0
Strategic Inflation Opportunities
Investor
100,000,000
$1,000,000
Fund
Institutional
50,000,000
500,000
 
A
50,000,000
500,000
 
C
50,000,000
500,000
 
R
50,000,000
500,000
 
SEVENTH:  Pursuant to authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation, the Board of Directors of the Corporation has (a) approved the amendments stated in Article SECOND above and (b) has allocated Three Billion (3,000,000,000) shares of the Three Billion (3,000,000,000) shares of authorized capital stock of the Corporation among the remaining thirteen (13) series of stock of the Corporation and the various classes of each as follows:

 
Series Name
 
Class Name
Number of Shares
as Allocated
Aggregate
Par Value
Global Gold Fund
Investor
200,000,000
$2,000,000
 
Institutional
10,000,000
100,000
 
A
20,000,000
200,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
Income & Growth Fund
Investor
330,000,000
$3,300,000
 
Institutional
100,000,000
1,000,000
 
A
100,000,000
1,000,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
Equity Growth Fund
Investor
400,000,000
$4,000,000
 
Institutional
90,000,000
900,000
 
A
80,000,000
800,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000

 
3
 

 
Series Name
 
Class Name
Number of Shares
as Allocated
Aggregate
Par Value
Utilities Fund
Investor
80,000,000
$800,000
Disciplined Growth Fund
Investor
50,000,000
$500,000
 
Institutional
10,000,000
100,000
 
A
10,000,000
100,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
Long-Short Market Neutral Fund
Investor
50,000,000
$500,000
 
Institutional
50,000,000
500,000
 
A
70,000,000
700,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
Small Company Fund
Investor
200,000,000
$2,000,000
 
Institutional
100,000,000
1,000,000
 
A
140,000,000
1,400,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
NT Equity Growth Fund
Institutional
100,000,000
$1,000,000
NT Small Company Fund
Institutional
100,000,000
$1,000,000
International Core Equity Fund
Investor
50,000,000
$500,000
 
Institutional
50,000,000
500,000
 
A
10,000,000
100,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
Equity Growth 130/30 Fund
Investor
10,000,000
$100,000
 
Institutional
10,000,000
100,000
 
A
10,000,000
100,000
 
B
0
0
 
C
10,000,000
100,000
 
R
10,000,000
100,000
Disciplined Growth 130/30 Fund
Investor
10,000,000
$100,000
 
Institutional
10,000,000
100,000
 
A
10,000,000
100,000
 
B
0
0
 
C
10,000,000
100,000
 
R
10,000,000
100,000
Strategic Inflation Opportunities Fund
Investor
100,000,000
$1,000,000
 
Institutional
50,000,000
500,000
 
A
50,000,000
500,000
 
C
50,000,000
500,000
 
R
50,000,000
500,000
 
 
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EIGHTH: Except as otherwise provided by the express provisions of these Articles of Amendment, nothing herein shall limit, by inference or otherwise, the discretionary right of the Board of Directors to serialize, classify or reclassify and issue any unissued shares of any series or Class or any unissued shares that have not been allocated to a series or Class, and to fix or alter all terms thereof, to the full extent provided by the Articles of Incorporation.

NINTH: A description of the series and Classes of shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions for redemption is set forth in the Articles of Incorporation and is not changed by these Articles of Amendment, except with respect to the creation and/or designation of the various series.

TENTH:  The Board of Directors of the Corporation duly adopted resolutions dividing into series and Classes the authorized capital stock of the Corporation and allocating shares to each as set forth in these Articles of Amendment.

ELEVENTH:  The amendments to the Articles of Incorporation as set forth above was approved by at least a majority of the entire Board of Directors of the Corporation and were limited to changes expressly authorized by Section 2-105(c)(12) or Section 2-605 of the Maryland General Corporation Law without action by the stockholders.

TWELFTH:  These Articles of Amendment shall become effective at 12:01 a.m. on March 1, 2010.

IN WITNESS WHEREOF, AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its Senior Vice President and attested to by its Assistant Secretary on this 16 day of February, 2010.

ATTEST:
  
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC.
     
     
/s/ Otis H. Cowan                                                   
  /s/ Charles A. Etherington                                  
Name:
Otis H. Cowan
  
Name:
Charles A. Etherington
Title
Assistant Secretary
  
Title:
Senior Vice President
     

THE UNDERSIGNED Senior Vice President of AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name of and on behalf of said Corporation, as to all matters or facts required to be verified under oath, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, those matters and facts, are true in all material respects under the penalties of perjury.

Dated:           February 16, 2010
  
/s/ Charles A. Etherington                                    
   
Charles A. Etherington, Senior Vice President

 
 
 
 
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