EXHIBIT 99.d3
INVESTMENT SUBADVISORY AGREEMENT
THIS INVESTMENT SUBADVISORY AGREEMENT ("Agreement") is made as of the 30th
day of March, 2006, by and among AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
("ACIM"), a Delaware corporation, and XXXXX STREET ADVISORS, LLC (the
"Subadvisor"), a Delaware limited liability company.
WITNESSETH:
WHEREAS, ACIM is the investment advisor to the funds listed on Exhibit A
hereto (each a "Fund" and collectively the "Funds"), each of which is a series
of shares of American Century Mutual Funds ("ACMF") and is an open-end
management investment company registered with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended (the "Investment
Company Act"); and
WHEREAS, ACIM and the Subadvisor are both investment advisors registered
with the Securities and Exchange Commission under the Investment Advisers Act of
1940, as amended; and
WHEREAS, ACMF has engaged ACIM to serve as the investment manager for the
Funds pursuant to a Management Agreement dated March 30, 2006; and
WHEREAS, ACIM desires to engage the Subadvisor as a subadvisor for the
Funds, and the Subadvisor desires to accept such engagement; and
WHEREAS, the Boards of Directors of ACIM and the Subadvisor have determined
that it is advisable to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:
1. INVESTMENT DESCRIPTION - APPOINTMENT. ACIM hereby appoints the
Subadvisor to provide the advisory services described herein to the Funds in
accordance with each Fund's Prospectus and Statement of Additional Information
as in effect and as amended from time to time, subject to the oversight and
direction of each Fund's Board of Directors and ACIM. ACIM will promptly provide
the Subadvisor copies of all amendments to each Fund's Prospectus and Statement
of Additional Information on an ongoing basis. In consideration for the
compensation set forth below, the Subadvisor accepts the appointment and agrees
to furnish the services described herein.
2. SERVICES AS INVESTMENT SUBADVISOR.
(a) Subject to the general supervision of each Fund's Board of Directors
and of ACIM, the Subadvisor will (i) act in conformity with each Fund's
Prospectus and Statement of Additional Information, the Investment Company Act,
the Investment Advisers Act of 1940 (the "Investment Advisers Act"), the
Internal Revenue Code (the "Code") and all other applicable federal and state
laws and regulations, as the same may from time to time be amended; (ii) make
investment decisions for each Fund in accordance with such Fund's investment
objective and policies as stated in such Fund's Prospectus and Statement of
Additional Information and with such written guidelines as ACIM may from time to
time provide to the Subadvisor; (iii) place purchase and sale orders on behalf
of the Funds; (iv) maintain books and records with respect to the securities
transactions of each Fund; and (v) furnish the Funds' Board of Directors such
periodic, regular and special reports with respect to the Funds and its services
hereunder as the Board may reasonably request or as may be required by
applicable law or regulation.
(b) In providing those services, the Subadvisor will supervise the Fund's
investments and conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Funds' assets. In addition, the
Subadvisor will furnish ACMF or ACIM whatever information, including statistical
data, ACMF or ACIM may reasonably request with respect to the instruments that
any Fund may hold or contemplate purchasing.
(c) The Subadvisor will at all times comply with the policies adopted by
the Funds' Board of Directors of which it has received written notice. If the
Subadvisor believes that a change in any of such policies shall be advisable, it
shall recommend such change to ACIM and the Funds' Board of Directors. Any
change to any such policies whether suggested by the Subadvisor or not shall be
approved by the Funds' Board of Directors prior to the implementation of such
change, and Subadvisor will be given reasonable notice of the anticipated
change.
(d) All cash, securities and other assets of the Funds shall be held at all
times by such entity or entities engaged by ACMF to be the custodian
(collectively, the "CUSTODIAN") in compliance with Section 17(f) of the
Investment Company Act. The Subadvisor shall not be responsible for any custody
arrangements involving any assets of the Funds or for the payment of any
custodial charges or fees, nor shall the Subadvisor have possession or custody
of any such assets. All payments, distributions and other transactions in cash,
securities or other assets in respect of the Funds shall be made directly to or
from the custodian. ACIM shall provide, or shall direct the custodian to
provide, to the Subadvisor from time to time such reports concerning assets,
receipts and disbursements with respect to the Funds as the Subadvisor may
request, including daily information on cash balances available for investment,
Fund redemption activity and market value of the securities held by the Funds.
(e) ACIM acknowledges and agrees that the Subadvisor is not the Funds'
pricing agent, and is not responsible for pricing the securities held by any
Fund, however the Subadvisor will provide reasonable assistance to the Funds'
pricing agents in valuing securities held by each Fund for which market
quotations are not readily available.
(f) The Subadvisor makes no representations or warranties, express or
implied, that any level of performance or investment results will be achieved by
the Funds or that the Funds will perform comparably with any standard, including
any other clients of the Subadvisor or index.
(g) The Subadvisor will not consult with any other subadvisors of the Funds
or other subadvisors to a series under common control with any Fund concerning
transactions of the Funds in securities or other assets.
(h) The Subadvisor will not advise or act for the Funds in any legal
proceedings, including bankruptcies or class actions, involving securities held
in the Funds or issues of those securities, unless otherwise agreed.
3. BROKERAGE.
(a) In executing transactions for the Funds and selecting brokers or
dealers, the Subadvisor will seek to obtain the best price and execution
available and shall execute or direct the execution of all such transactions as
permitted by law and in a manner that is consistent with its fiduciary
obligations to the Funds and its other clients. In assessing the best price and
execution available for any Fund transaction, the Subadvisor will consider all
factors it deems relevant including, but not limited to, breadth of the market
in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and on a continuing basis. Consistent
with this obligation, when the execution and price offered by two or more
brokers or dealers are comparable, the Subadvisor may, at its discretion,
execute transactions with brokers and dealers who provide the Funds and/or other
accounts over which the Subadvisor exercises investment discretion with research
advice and other services, but in all instances best price and execution shall
control. The Subadvisor is authorized to place purchase and sale orders for the
Funds with brokers and/or dealers subject to the supervision of ACIM and the
Board of Directors of the Funds and in accordance with the limitations set forth
in the registration statement for the Fund shares then in effect.
(b) On occasions when the Subadvisor deems the purchase or sale of a
security to be in the best interest of a Fund as well as one or more of its
other clients, the Subadvisor may to the extent permitted by applicable law, but
shall not be obligated to, aggregate the securities to be sold or purchased with
those of its other clients. In such event, allocation of the securities so
purchased or sold will be made by the Subadvisor in a manner it considers to be
equitable and consistent with its fiduciary obligations to ACMF and to such
other clients. ACIM recognizes that, in some cases, this procedure may limit the
size of the position that may be acquired or sold for a Fund.
4. INFORMATION PROVIDED TO ACMF.
(a) The Subadvisor will keep ACMF and ACIM informed of developments
materially affecting the Funds and will take initiative to furnish ACMF and ACIM
on at least a quarterly basis with whatever information the Subadvisor and ACIM
believe is appropriate for this purpose. Such regular quarterly reports shall
include information reasonably requested by the Funds' Board of Directors from
time to time.
(b) The Subadvisor will provide ACMF and ACIM with such investment records,
ledgers, accounting and statistical data, and other information as ACMF and ACIM
require for the preparation of registration statements, periodic and other
reports and other documents required by federal and state laws and regulations,
and particularly as may be required for the periodic review, renewal, amendment
or termination of this Agreement, and such additional documents and information
as ACMF and ACIM may reasonably request for the management of their affairs. The
Subadvisor understands that the Funds and ACIM will rely on such information in
the preparation of the Funds' registration statements, the Funds' financial
statements, and any such reports, and hereby covenants that any such information
derived from the investment records, ledgers and accounting records maintained
by the Subadvisor shall be true and complete in all material respects.
(c) At the request of the Board of Directors, a representative of the
Subadvisor shall attend meetings of the Board of Directors to make a
presentation on each Fund's performance and such other matters as the Board of
Directors, the Subadvisor and ACIM believe is appropriate.
(d) The Subadvisor shall furnish to regulatory authorities any information
or reports in connection with such services as may be lawfully requested ,
provided, however, that the Subadvisor shall not otherwise be responsible for
the preparation and filing of any other reports or statements (including,
without limitation, any tax returns or financial statements) required of the
Funds by any governmental or regulatory agency, except as expressly agreed to in
writing. The Subadvisor shall also, at ACMF's request, certify to ACMF's
independent auditors that sales or purchases aggregated with those of other
clients of the Subadvisor, as described in Section 3 above, were allocated in a
manner it considers to be equitable.
(e) In compliance with the requirements of the Investment Company Act, the
Subadvisor hereby agrees that all records that it maintains for the Funds are
the property of ACMF and further agrees to surrender to ACMF promptly upon
ACMF's written request any of such records. In addition, the Subadvisor agrees
to cooperate with ACMF and ACIM when either of them is being examined by any
regulatory authorities, and specifically agrees to promptly comply with any
request by such authorities to provide information or records. The Subadvisor
further agrees to preserve for the periods of time prescribed by the Investment
Company Act and the Investment Advisers Act the records it maintains in
accordance with Section 2(a)(iv) .
(f) ACIM will vote each Fund's investment securities in accordance with its
proxy voting policy and procedures. The Subadvisor shall not be responsible for
any such voting.
(g) In connection with the purchase and sale of securities of the Fund, the
Subadvisor shall arrange for the transmission to ACIM and the custodian for the
Fund on a daily basis such confirmation, trade tickets and other documents as
may be reasonably necessary to enable them to perform their administrative
responsibilities with respect to the Fund's investment portfolio. With respect
to portfolio securities to be purchased or sold through the Depository Trust
Company, the Subadvisor shall arrange for the automatic transmission of the I.D.
confirmation of the trade to the custodian of the Fund. The Subadvisor will be
responsible for providing portfolio trades to the Fund's accounting agent for
inclusion in the daily calculation of the Fund's NAV in a manner, and in
accordance with such time requirements as ACIM and the Subadvisor shall agree
on. In the event trade data is not delivered by the Subadvisor in accordance
with such requirements and the Subadvisor's failure causes an error that is
material to the Fund, the subadvisor shall reimburse the Fund pursuant to ACIM's
NAV Error Policy.
5. CONFIDENTIALITY. The parties to this Agreement agree that each shall
treat as confidential in accordance with its policies and procedures to protect
similar confidential information, and with applicable law, all information
provided by a party to the others regarding such party's business and
operations, including without limitation the investment activities, holdings, or
identities of shareholders of the Funds. All confidential information provided
by a party hereto shall be used by any other parties hereto solely for the
purposes of rendering services pursuant to this Agreement and, except as may be
required in carrying out the terms of this Agreement, shall not be disclosed to
any third party without the prior consent of such providing party. The foregoing
shall not be applicable to any information that is publicly available when
provided or which thereafter becomes publicly available other than in
contravention of this paragraph. The foregoing also shall not apply to any
information which is required to be disclosed by any regulatory authority in the
lawful and appropriate exercise of its jurisdiction over a party, by any auditor
of the parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation; provided, however, that the disclosing party shall
provide reasonable notice to the other parties hereto prior to any such
disclosure.
6. 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 Subadvisor, it, as an inducement to it to enter into this
Agreement, shall not be subject to liability to ACIM, ACMF or to any shareholder
of ACMF for any act or omission in the course of, or connected with, rendering
services hereunder for any losses that may be sustained in the purchase, holding
or sale of any security.
7. COMPENSATION.
(a) In consideration of the services rendered pursuant to this Agreement,
ACIM will pay the Subadvisor a management fee, payable monthly in arrears on the
first business day of each month. The fee for the each month shall equal the sum
of the product of the "Applicable Fee" for each Fund as set forth on Exhibit A
attached hereto, times the net assets of such Fund on that day, and further
dividing that product by 365 (366 for leap years), for each calendar day in such
month.
(b) In the event that the Board of Directors of ACMF shall determine to
issue any additional series of shares for which it is proposed that the
Subadvisor serve as investment manager, and for which the Subadvisor desires to
so serve, ACIM and the Subadvisor shall amend Exhibit A to this Agreement
setting forth the name of the series, the Applicable Fee and such other terms
and conditions as are applicable to the management of such series of shares.
(c) The Subadvisor shall have no right to obtain compensation directly from
any Fund or ACMF for services provided hereunder and agrees to look solely to
ACIM for payment of fees due. Upon termination of this Agreement before the end
of a month, or in the event the Agreement begins after the beginning of the
month, the fee for that month shall be prorated according to the proportion that
such period bears to the full monthly period and shall be payable upon the date
of termination of this Agreement.
8. EXPENSES. The Subadvisor will bear all of its expenses in connection
with the performance of its services under this Agreement, which expenses shall
not include (a) brokerage fees or commissions in connection with the execution
of securities transactions, (b) taxes and interest; and (c) custodian fees and
expenses.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS. ACIM understands that the
Subadvisor or its affiliates may act as investment advisor to other clients and
ACIM has no objection to the Subadvisor so acting. In addition, ACIM understands
that the persons employed by the Subadvisor to assist in the performance of the
Subadvisor's duties hereunder will not devote their full time to such service
and nothing contained herein shall be deemed to limit or restrict the right of
the Subadvisor or any affiliate of the Subadvisor to engage in and devote time
and attention to other business or to render services of whatever kind or
nature.
10. TERM AND TERMINATION OF AGREEMENT.
(a) This Agreement shall become effective as of the date first written
above and shall continue until July 31, 2007, and shall continue thereafter so
long as such continuance is specifically approved at least annually by (i) the
Board of Directors of ACMF or (ii) a vote of a majority of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Directors who are not interested
persons (as defined in the Investment Company Act) of any party to this
Agreement, by a vote cast 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 ninety (90) days prior to July 31 of each applicable year,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.
(b) This Agreement is terminable without penalty as to any Fund on 60 days'
written notice by (i) the Board of Directors of ACMF, (ii) by vote of holders of
a majority of a Fund's shares, (iii) by ACIM, or (iv) by the Subadvisor, and
will terminate automatically upon any termination of the investment management
agreement between ACMF and ACIM. This Agreement will terminate automatically in
the event of its assignment. The Subadvisor agrees to notify ACIM of any
circumstances that might result in this Agreement being deemed to be assigned.
11. REPRESENTATIONS.
(a) ACIM and the Subadvisor each represents that it is registered as an
investment advisor under the Investment Advisers Act, that it will use its
reasonable best efforts to maintain such registration, and that it will promptly
notify the other if it ceases to be so registered, if its registration is
suspended for any reason, or if it is notified by any regulatory organization or
court of competent jurisdiction that it should show cause why its registration
should not be suspended or terminated. ACIM and the Subadvisor each further
represents that it is registered under the laws of all jurisdictions in which
the conduct of its business hereunder requires such registration.
(b) ACIM represents and warrants that (i) the appointment of the Subadvisor
has been duly authorized; (ii) it has full power and authority to execute and
deliver this Agreement and to perform the services contemplated hereunder, and
such execution, delivery and performance will not cause it to be in violation of
its Articles of Incorporation, Bylaws, or any material laws; and (iii) it has
received a copy of Part II of the Subadvisor's Form ADV no less than 48 hours
prior to entering into this Agreement.
(c) The Subadvisor represents and warrants that (i) its service as
subadvisor hereunder has been duly authorized; (ii) it has full power and
authority to execute and deliver this Agreement and to perform the services
contemplated hereunder, and such execution, delivery and performance will not
cause it to be in violation of its organizational documents, its Bylaws or
material laws; (iii) it will at all times in the performance of its duties
hereunder comply in all material respects with the provisions of the Investment
Company Act, the Investment Advisers Act, the Code and all other applicable
federal and state laws and regulations, as the same may be amended from time to
time; and (iv) it has all controls necessary to perform its obligations under
and comply with the representations and warranties it made in this Agreement.
12. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter described herein.
14. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Subadvisor is and shall be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent ACMF or ACIM in any way, or otherwise be deemed to be an agent of ACMF
or ACIM.
15. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statue, rule or similar authority, the remainder of
this Agreement shall not be affected thereby.
16. NOTICES. All notices and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by telex,
telecopy, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following addresses, or at such other addresses as may be designated by
notice from such party to all other parties.
To the Subadvisor:
Xxxxx Street Advisors, LLC
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx X. Xxxx, President
To ACIM:
American Century Investments
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: General Counsel
Any notice, demand or other communication given in a manner prescribed in this
Section shall be deemed to have been delivered on receipt.
17. DISCLOSURE. ACIM shall not, without the prior written consent of the
Subadvisor, make representations regarding or reference the Subadvisor or any
affiliates in any disclosure document, advertisement, sales literature or other
promotional materials; PROVIDED, HOWEVER, the Subadvisor need not review or
consent to any reference to its name only or any language that it has previously
approved for use in another document.
18. FORCE MAJEURE. The Subadvisor shall not be liable for any failure,
delay or interruption in the performance of its obligations hereunder if such
failure, delay or interruption results from the occurrence of any acts, events
or circumstances beyond the Subadvisor's reasonable control, and the Subadvisor
shall have no responsibility of any kind for any loss or damage thereby incurred
or suffered by ACIM or ACMF. In such case, the terms of this Agreement shall
continue in full force and effect and the Subadvisor obligations shall be
performed or carried out as soon as legally and practicably possible after the
cessation of such acts, events or circumstances.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first written
above.
XXXXX STREET ADVISORS, LLC AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxxxxxx
---------------------------- -----------------------------
Name: Xxxx X. Xxxx Name: Xxxxxxx X. Xxxxxxxxxxx
Title: President Title: Senior Vice President
EXHIBIT A
FUNDS AND APPLICABLE FEES
FUND APPLICABLE FEE
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American Century
Xxxxx Street Small Cap Growth 70 bps on the first $35 million
65 bps on the next $65 million
60 bps on the next $400 million
55 bps on all assets over $500 million
American Century
Xxxxx Street Mid-Cap Growth 55 bps on the first $50 million
50 bps on the next $200 million
45 bps on the next $250 million
40 bps on all assets over $500 million
