Execution Copy
INVESTMENT SUBADVISORY
AGREEMENT
THIS INVESTMENT SUBADVISORY
AGREEMENT ("Agreement") is made as of the
28th day of March, 2016, by and among American
Century Investment Management, Inc. ("Advisor"),
a Delaware corporation, and Columbia Management
Investment Advisers, LLC ("Subadvisor"), a
Minnesota limited liability company.
WITNESSETH:
WHEREAS, Advisor is the investment
advisor to the fund or funds listed on Exhibit A
hereto (each the "Fund," and collectively the
"Funds"), each of which is a series of shares of
American Century Capital Portfolios, Inc. ("Issuer")
and is an open-end management investment
company to be registered with the Securities and
Exchange Commission (the "SEC") under the
Investment Company Act of 1940 (the "Investment
Company Act");
WHEREAS, Advisor and Subadvisor both
are investment advisors registered with the SEC
under the Investment Advisers Act of 1940, as
amended (the "Advisers Act");
WHEREAS, Issuer has engaged Advisor to
serve as the investment manager for the Funds
pursuant to a Management Agreement;
WHEREAS, Advisor has engaged Xxxxxxx
Xxxxxxxx Partners Capital Management LP
("PWP") to provide investment management and
allocation services for the Funds pursuant to an
Investment Subadvisory Agreement and has
authorized PWP to recommend and interact with
subadvisors for the Funds;
WHEREAS, PWP has recommended
Subadvisor as a subadvisor for a portion of the
Funds, Advisor desires to engage Subadvisor as a
subadvisor for the Funds, and Subadvisor desires to
accept such engagement;
WHEREAS, the Board of Directors of the
Funds (the "Board") has 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.
(a) With regard to any portion of the
Funds over which Subadvisor is allocated
investment authority by PWP (the "Subadvisor
Managed Assets"), Advisor hereby appoints
Subadvisor to provide the investment advisory
services described herein to the Funds in
accordance with the (i) Funds' Prospectus and
Statement of Additional Information as in effect and
as amended from time to time (collectively the
Funds' "Registration Statement"), (ii) the
Investment Policy Statement for the Subadvisor
Managed Assets as agreed to by Advisor and
Subadvisor (collectively the "IPS"); and (iii) the
requirements set forth herein, subject to the
oversight of the Board and oversight and direction
of PWP and Advisor (the "Subadvisory Services").
(b) Advisor will provide Subadvisor
copies of all amendments and supplements to the
Funds' Registration Statement upon the filing
thereof with the SEC.
(c) In consideration for the
compensation set forth below, Subadvisor accepts
the appointment and agrees to furnish the
Subadvisory Services.
2. SUBADVISORY SERVICES.
(a) Subject to the general oversight of
the Board and the general supervision, oversight
and direction of PWP and Advisor, with respect to
the Subadvisor Managed Assets, Subadvisor will (i)
make investment decisions for the Funds in
accordance with each Fund's respective investment
objective and policies as stated in such Fund's
Registration Statement, with the provisions of this
Agreement and with such written guidelines as
Advisor may from time to time provide to
Subadvisor; (ii) place purchase and sale orders on
behalf of the Funds and enter such orders on behalf
of the Funds under trading agreements the Advisor
or Issuer has entered for use by the Funds (such as
ISDAs, futures agreements, MSFTAs, and other
agreements) as necessary to place such orders; and
(iii) maintain such books and records with respect to
the securities transactions of the Funds as are
required by applicable law or regulation.
(b) In providing the Subadvisory
Services, Subadvisor will supervise the Subadvisor
Managed Assets and conduct a continual program
of investment, evaluation and, if appropriate, sale
and reinvestment of the Subadvisor Managed
Assets. In addition, Subadvisor will furnish PWP,
Issuer or Advisor whatever information, including
statistical data, PWP, Issuer or Advisor may
reasonably request with respect to the instruments
that the Subadvisor may cause the Fund to hold.
(c) Subadvisor will at all times comply
with (i) the policies and procedures of the Funds,
Issuer and Advisor of which it has received written
notice, (ii) the Rules (as defined in Section 3 below)
applicable to the Subadvisor Managed Assets, and
(iii) the Funds' Registration Statement, the IPS, the
Investment Company Act, the Advisers Act, the
Internal Revenue Code of 1986, as amended (the
"Code"), and all other applicable federal and state
laws, rules and regulations (collectively with the
Registration Statement, the IPS, the Investment
Company Act, the Advisers Act, and the Code, the
"Relevant Laws"). Subadvisor will be given
prompt notice of any material change to any policy
and/or procedures of the Funds. Subadvisor will
not be responsible for complying with any such
material changes of which it has not received
notice.
(d) All cash, securities and other assets
of the Funds shall be held at all times by such entity
or entities engaged by Issuer to be the custodian,
including prime brokers and futures commission
merchants (collectively, the "Custodian") in
compliance with Section 17(f) of the Investment
Company Act. 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 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. Advisor shall provide, or shall direct the
Custodian to provide, to Subadvisor from time to
time such reports concerning assets, receipts and
disbursements with respect to the Subadvisor
Managed Assets as Subadvisor may request,
including daily information on cash balances
available for investment, Fund shareholder activity
and market value of the securities held by the
Funds. In providing the Subadvisory Services,
Subadvisor also shall be responsible for trade
confirmations, monitoring timely settlement of
trades, and resolving custody overdrafts resulting
from trading. In the event overdraft fees are
incurred with respect to the Subadvisor Managed
Assets due to circumstances deemed outside the
normal course of business and that are directly
attributable to the actions of Subadvisor, Subadvisor
shall be responsible for reimbursing the Funds.
With respect to the Subadvisor Managed Assets,
Subadvisor shall (i) reconcile positions from
Subadvisor's internal records to the Custodian's
records on a daily basis, (ii) reconcile the market
value from its internal records to the Custodian's
records, and (iii) provide Advisor and PWP with a
monthly reconciliation report listing any material
discrepancies as defined by Advisor.
(e) Advisor acknowledges and agrees
that Subadvisor is not the Funds' pricing agent, and
is not responsible for pricing the securities held by
the Funds. However, Subadvisor shall be
responsible for reviewing the prices of the
Subadvisor Managed Assets used to value the
Funds for reasonableness and notifying Advisor of
any need to challenge a price provided by a pricing
vendor. Upon request, Subadvisor will provide
reasonable assistance to the Advisor's valuation
committee or to the Funds' pricing agents in valuing
securities held by a Fund.
(f) At the reasonable request of Advisor,
Subadvisor will participate in educational meetings
with intermediaries or others about portfolio
management and investment-related matters
regarding the Funds.
(g) 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 Subadvisor or any index.
(h) Subadvisor is responsible for
ensuring that any transactions effected for the
Subadvisor Managed Assets between Subadvisor
and PWP or any other subadvisor engaged to
manage some of the assets of the Funds ("Other
Subadvisors") are consistent with the requirements
of the Investment Company Act and with the
Funds' policy regarding Section 17 transactions, as
provided to Subadvisor. Except with respect to
PWP, Subadvisor will not consult with any Other
Subadvisors of the Funds or other subadvisors to a
series under common control with the Funds
concerning transactions of the Funds in securities or
other assets.
(i) 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.
(j) The Funds have claimed an
exclusion from the definition of a Commodity Pool
Operator pursuant to CFTC Rule 4.5 (the "CPO
Exclusion") and Subadvisor shall not manage the
Subadvisor Managed Assets in a manner that would
cause any Fund to not qualify for the CPO
Exclusion unless otherwise approved by the
Advisor in writing.
(k) In connection with collateral and
margin requirements and short sale proceeds
associated with transactions effected with respect to
the Subadvisor Managed Assets, Subadvisor shall
be responsible for moving subadvised assets into
and out of any tri-party special custody accounts
established by the Funds. Advisor is responsible for
establishing such tri-party special custody accounts
and Subadvisor is responsible for the instruction of
the collateral movement to and from such accounts.
In addition, Subadvisor will be responsible for
posting margin for the Funds out of the Subadvisor
Managed Assets in compliance with Rule 17f-6
under the Investment Company Act. Advisor's
administrative agent and not Subadvisor is
responsible for the calculation of asset coverage and
segregating liquid assets on the Funds' books for
purposes of compliance with Section 18 of the
Investment Company Act and the guidance and
interpretation of the staff of the SEC. Subadvisor is
responsible for monitoring the Subadvisor Managed
Assets to ensure the adequacy of eligible collateral
and will take any necessary action to resolve any
deficiencies as promptly as practicable under the
circumstances.
3. COMPLIANCE RULES.
Advisor, in collaboration with PWP, will
develop investment guidelines, restrictions and
compliance rules for the Subadvisor Managed
Assets (the "Rules") such that each Fund will
operate in compliance with the Relevant Laws when
all such Rules are implemented and followed by
Subadvisor and any Other Subadvisors. Subadvisor
is responsible for pre-trade compliance with the
Rules as communicated by Advisor. If any
violation by Subadvisor of such Rules results in a
violation of the Relevant Laws by any Fund,
Subadvisor shall be responsible for the overall Fund
violation and will be responsible for the correction
of such error in accordance with the Advisor's and
the relevant Fund's error correction policies, as
provided to Subadvisor.
4. BROKERAGE.
(a) In placing transaction orders for the
Subadvisor Managed Assets and selecting brokers
or dealers for the execution of Fund transactions,
Subadvisor will seek to obtain best execution 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 best
execution for any such transaction, 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 and Advisor's policies, as
provided to Subadvisor, Subadvisor may, at its
discretion and consistent with the provisions of
Section 28(e) of the Securities Exchange Act of
1934, execute transactions with brokers and dealers
who provide Subadvisor with research and other
services, but in all instances best execution shall
control. Subadvisor is authorized to place purchase
and sale orders for the Subadvisor Managed Assets
with brokers and/or dealers subject to the
supervision of Advisor and the oversight of the
Board and in accordance with the limitations set
forth in the Registration Statement, the Rules and
the IPS.
(b) On occasions when Subadvisor
deems the purchase or sale of a security with
respect to the Subadvisor Managed Assets to be in
the best interest of a Fund as well as one or more of
its other clients, Subadvisor may to the extent
permitted by applicable law, but shall not be
obligated to, aggregate orders to purchase or sell the
securities or other investments with those of orders
for its other clients. In such event, allocation of the
securities or other investments so purchased or sold,
as well as of the fees and expenses incurred in the
transaction, will be made by Subadvisor in a
manner it considers to be equitable and consistent
with its fiduciary obligations to Issuer and to such
other clients and with the Advisor's and Issuer's
policies. Advisor recognizes that, in some cases,
this procedure may limit the size of the position that
may be acquired or sold for a Fund.
(c) Subadvisor hereby agrees to advise
Advisor and the Board, when requested, as to all
payments of brokerage fees and commissions in
connection with the Subadvisor Managed Assets
and as to its brokerage policies and practices
generally.
5. GENERAL PROVISIONS
RELATED TO SUBADVISORY
SERVICES.
(a) Subadvisor will keep PWP, Issuer
and Advisor informed of material developments
affecting the Funds and will take the initiative to
furnish PWP, Issuer and Advisor on at least a
quarterly basis with whatever information
Subadvisor, PWP and Advisor believe is
appropriate for this purpose.
(b) Subadvisor will use best efforts to
provide PWP, Issuer and Advisor with such factual
information regarding Subadvisor and its personnel,
investment records, portfolio holdings, portfolio
composition and characteristics reporting,
performance reporting including attribution level
reporting, statistical data, and other information as
PWP, Issuer and Advisor reasonably request for the
preparation of the Funds' Registration Statement,
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 PWP, Issuer and Advisor may
reasonably request for the management of the
affairs of the Funds and/or Advisor. Subadvisor
understands that the Funds and Advisor will rely on
such information in the preparation of the
Registration Statement, the Funds' financial
statements, and any other such reports.
(c) Subadvisor shall furnish the Board
such periodic, regular and special reports with
respect to the Subadvisor Managed Assets and its
services hereunder as the Board or Advisor may
reasonably request or as may be required by
applicable law or regulation. In addition, upon
reasonable notice from the Board or Advisor, a
representative of Subadvisor shall attend meetings
of the Board to make presentations on the
performance of the Subadvisor Managed Assets,
and such other matters relating to the Subadvisory
Services and the Funds as the Board, PWP and
Advisor believe is appropriate.
(d) Subadvisor shall furnish to
regulatory authorities any information or reports in
connection with the Subadvisory Services as may
be lawfully requested, provided, however, that
Subadvisor shall not 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 by Subadvisor in
writing.
(e) Subadvisor shall, at Issuer's or
Advisor's request, certify to Issuer's independent
auditors that sales or purchases aggregated with
those of other clients of Subadvisor, as described in
Section 4 above, were allocated in a manner it
considers to be equitable.
(f) Subadvisor shall maintain books and
records with respect to the Subadvisory Services
hereunder in accordance with applicable federal and
state law. Further, in compliance with the
requirements of the Investment Company Act,
Subadvisor hereby agrees that all records that it
maintains for the Funds are the property of Issuer
and further agrees to surrender to Issuer promptly
upon Issuer's written request any of such records
but shall be entitled to retain copies thereof as long
as they are maintained and deleted in accordance
with Subadvisor's records management policy. In
addition, Subadvisor agrees to cooperate with PWP,
Issuer and Advisor when any 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. Subadvisor further agrees to preserve
for the periods of time prescribed by the Investment
Company Act and the Advisers Act the records it
maintains in accordance with Section 2(a)(iv).
(g) Advisor will vote the Funds'
investment securities in accordance with the Funds'
proxy voting policies and procedures. Subadvisor
shall not be responsible for voting such securities,
but upon reasonable request by Advisor will assist
Advisor in determining how securities shall be
voted.
(h) In connection with the purchase and
sale of securities for the Subadvisor Managed
Assets, Subadvisor shall arrange for the
transmission to the Custodian on a daily basis such
confirmations, trade tickets and other documents as
may be reasonably necessary to enable them to
perform their administrative responsibilities with
respect to the Funds. With respect to portfolio
securities to be purchased or sold through the
Depository Trust Company, Subadvisor shall
arrange for the automatic transmission of the I.D.
confirmation of the trade to the Custodian. With
respect to the Subadvisor Managed Assets,
Subadvisor will be responsible for providing
portfolio trades to the Funds' accounting agent for
inclusion in the daily calculation of the Funds' net
asset value ("NAV") in a manner and in accordance
with such time requirements as Advisor and
Subadvisor shall agree. In the event that, due to the
omission or error of Subadvisor, trade data is not
delivered by Subadvisor in accordance with such
requirements or the trade information so delivered
is erroneous, and such failure causes an error for
any Fund, Subadvisor shall reimburse that Fund for
any losses caused by Subadvisor pursuant to
Advisor's NAV Error Policy or Advisor's Trade
Error Correction Policy, as appropriate.
(i) To the extent Subadvisor or its
affiliates may act as investment manager,
investment adviser, sponsor, director or general
partner for other customers or accounts ("Other
Accounts"), the parties understand that any advice
and actions with respect to any of such Other
Accounts may differ from the advice given, or the
timing or nature of action taken, with respect to the
Funds, subject to applicable law. The parties
further understand that Subadvisor or its affiliates
may engage in transactions or cause or advise Other
Accounts to engage in transactions that may differ
from or be identical to the transactions engaged in
by Subadvisor for the Funds.
6. COMPLIANCE PROGRAM OF
SUBADVISOR. Subadvisor hereby represents and
warrants that:
(a) in accordance with Rule 206(4)-7
under the Advisers Act, it has adopted and
implemented and will maintain written policies and
procedures reasonably designed to prevent violation
by Subadvisor and its "Supervised Persons" (as
such term is defined in the Advisers Act) of the
Advisers Act and the rules the SEC has adopted
under the Advisers Act; and
(b) in connection with the Subadvisory
Services, it has adopted and implemented and will
maintain written policies and procedures that are
reasonably designed to prevent violation of the
"federal securities laws" (as such term is defined in
Rule 38a-1 under the Investment Company Act) by
Subadvisor to the extent required by Rule 38a-1
(such policies and procedures referred to in this
Paragraph 6(b), along with the policies and
procedures referred to in Paragraph 6(a), are
referred to herein as Subadvisor's "Compliance
Program") and will, from time to time, provide such
certifications to assist Advisor in fulfilling its
obligations under Rule 38a-1, as are reasonably
requested by the Fund or Advisor. In addition,
Subadviser will, from time to time, provide a
written assessment of its compliance program in
conformity with current industry standards that is
reasonably acceptable to Advisor to enable the Fund
to fulfill its obligations under Rule 38a-1.
7. REPORTING AND
COMPLIANCE MATTERS.
(a) Subadvisor shall promptly provide
the Funds' Chief Compliance Officer ("CCO") and
Advisor's CCO the following documents:
(i) unless explicitly prohibited
by the SEC, notice of all SEC
examination correspondence
relating to Subadvisor's
business, including
correspondence regarding
books and records
examinations and "sweep"
examinations, issued during
the term of this Agreement,
in which the SEC identified
any concerns, issues or
matters relating to any aspect
of Subadvisor's business
(such correspondences are
commonly referred to as
"deficiency letters"), and the
opportunity for a
representative of the Advisor
and the Funds to visit
Subadvisor in its offices to
review copies of such
examination correspondence,
and subadvisor's response
thereto;
(ii) a report of any material
violations of Subadvisor's
Compliance Program or any
"material compliance
matters" (as such term is
defined in Rule 38a-1 under
the Investment Company
Act) that have occurred with
respect to Subadvisor's
Compliance Program;
(iii) a report describing any
material changes to the
policies and procedures that
comprise Subadvisor's
Compliance Program;
(iv) a copy of Subadvisor's CCO
report (or similar
document(s) which serve the
same purpose) regarding his
or her annual review of
Subadvisor's Compliance
Program, as required by Rule
206(4)-7 under the Advisers
Act;
(v) an annual (or more frequently
as the Funds' CCO and
Advisor's CCO may
reasonably request)
representation regarding
Subadvisor's compliance
with Sections 6 and 7 of this
Agreement, in such form as
shall be agreed by Subadvisor
and Advisor; and
(vi) any other documentation
reasonably requested by the
Funds' CCO or Advisor's
CCO to evaluate the
adequacy of Subadvisor's
Compliance Program.
(b) Subadvisor also shall provide the
Funds' CCO and Advisor's CCO or their designees
with reasonable access, during normal business
hours, to its personnel and records kept pursuant to
this Agreement, as may reasonably be necessary for
each CCO to conduct pre-arranged on-site
compliance-related due diligence meetings with
personnel of Subadvisor.
(c) Subadvisor agrees that it shall
promptly notify PWP, Advisor and Issuer upon
having a reasonable basis for believing that a Fund
has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M
of the Code.
(d) Subadvisor shall (i) assist Advisor in
the timely preparation of disclosures regarding
factors that have affected each Fund's performance,
including the relevant market conditions and the
investment strategies and techniques used by
Subadvisor, as reasonably requested by Advisor;
and (ii) review, with respect to disclosures provided
pursuant to section (i) above, draft reports to
shareholders and other documents provided or
available to Subadvisor and provide comments
thereon promptly. In addition, Subadvisor and each
officer and/or portfolio manager thereof designated
by Advisor promptly will provide such
certifications or sub-certifications as Advisor may
reasonably request in order to support and facilitate
certifications required to be provided by the Funds'
Principal Executive Officer and Principal Financial
Officer under Sections 302 and 906 of the Sarbanes
Oxley Act of 2002, Rule 30a-2(a) under the
Investment Company Act, or as otherwise
reasonably required by Advisor.
8. 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, and that it uses commercially reasonable
tools and policies to prevent the loss of or alteration
to any such confidential information. 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 (except affiliates)
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, or which is required to be disclosed
by judicial or administrative process or otherwise
by applicable law or regulation; provided, however,
that the disclosing party shall to the extent
reasonably practicable provide reasonable notice to
the other parties hereto prior to any such disclosure.
9. COMPENSATION.
(a) In consideration of the Subadvisory
Services rendered pursuant to this Agreement,
Advisor will pay Subadvisor a management fee
with respect to the Subadvised Managed Assets.
Such fees shall be payable quarterly in arrears on or
before the 30th calendar day following the end of
each applicable quarter. The fee payable with
respect to the Subadvised Managed Assets each
month shall equal the sum of the product of the
"Applicable Fee" for that 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, after the Effective
Date (as defined below), the Board determines to
issue any additional series of shares for which it is
proposed that Subadvisor provide the Subadvisory
Services, and for which Subadvisor desires to so
serve, Advisor and 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. In such event, any reference
to "Fund" or "Funds" herein shall be deemed to
refer and apply to all of the funds listed on the
amended Exhibit A hereto.
(c) Subadvisor shall have no right to
obtain compensation directly from PWP, the Funds
or Issuer for the Subadvisory Services and agrees to
look solely to Advisor for payment of fees due.
Upon termination of this Agreement with respect to
any Fund before the end of a month, or in the event
this Agreement becomes effective with respect to
any Fund other than as of the beginning of a month,
the fee payable with respect to such Fund 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 relevant date as stated in
Section 9(a).
10. EXPENSES. Advisor, Issuer, and
the Funds shall assume and pay their respective
organizational, operational and business expenses
not specifically assumed or agreed to be paid by
Subadvisor pursuant to this Agreement. Subadvisor
shall pay its own organizational, operational and
business expenses but shall not be obligated to pay
any expenses of Advisor, Issuer, or the Funds,
including, without limitation: (a) brokerage fees or
commissions in connection with the execution of
securities transactions, (b) taxes and interest
payable by the Funds; and (c) custodian fees and
expenses, so long as the latter are usual and not
excessive as reasonably determined by Advisor.
11. TERM AND TERMINATION OF
AGREEMENT.
(a) This Agreement shall become
effective as of the date first set forth above (the
"Effective Date") and shall continue in effect for a
period of two years from the Effective Date, unless
sooner terminated as hereinafter provided, and shall
continue in effect from year to year thereafter so
long as such continuance is specifically approved at
least annually (i) by either the Board or by the vote
of a majority of the outstanding voting securities of
each Fund, and (ii) by the vote of a majority of the
Directors who are not parties to this Agreement or
interested persons (as defined in the Investment
Company Act) of any such party, cast in person 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 the date on
which it would otherwise terminate in 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 may be terminated,
or terminated with respect to any Fund, without
penalty on 60 days' written notice to Subadvisor (i)
by the Board, (ii) as to any Fund, by vote of holders
of a majority of any Fund's outstanding voting
securities, or (iii) by Advisor, or on 60 days' written
notice to Advisor and Issuer by Subadvisor, and
will terminate automatically upon any termination
of the investment management agreement between
Issuer and Advisor. This Agreement will terminate
automatically in the event of its assignment. The
term "assignment" for this purpose has the meaning
defined in Section 2(a)(4) of the Investment
Company Act and the rules thereunder, subject to
any applicable exemptive order(s) or other
exceptions as may be granted by the SEC under the
Investment Company Act. Subadvisor agrees to
notify Advisor of any circumstances of which it
becomes aware that might result in this Agreement
being deemed to be assigned.
12. REPRESENTATIONS,
WARRANTIES AND COVENANTS.
(a) Advisor and Subadvisor each
represents that it is registered as an investment
advisor under the 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. Advisor and
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) Advisor represents and warrants that
(i) it has duly entered into the Management
Agreement with the Issuer pursuant to which the
Issuer authorized Advisor to serve as investment
adviser of each of the Funds and to delegate certain
of its duties under the Management Agreement to
other investment advisors, including without
limitation, the appointment of subadvisors with
respect to assets of each Fund, (ii) the appointment
of Subadvisor has been duly authorized; (iii) 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 (iv) it has received a copy of
Part 2A of Subadvisor's Form ADV no less than 48
hours prior to entering into this Agreement; (v) it
has all governmental, regulatory, self-regulatory,
and exchange transfers, registrations, memberships,
and approvals required to provide the Subadvisory
Services and it will maintain such licenses,
registrations, memberships and approvals for the
term of this Agreement; and (vi) this Agreement has
been duly approved by the Board in accordance
with the requirements of Section 15 of the
Investment Company Act.
(c) 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 Subadvisory Services, 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 has all
governmental, regulatory, self-regulatory, and
exchange transfers, registrations, memberships, and
approvals required to provide the Subadvisory
Services and it will maintain such licenses,
registrations, memberships and approvals for the
term of this Agreement; (iv) it will at all times in
the performance of its duties hereunder act in
conformity and comply in all material respects with,
the provisions of the Funds' Registration Statement,
the IPS, the Investment Company Act, the 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 (v) it has all
controls necessary to perform its obligations under
and comply with the representations and warranties
it made in this Agreement.
(d) Subadvisor covenants and agrees that
during the term of this Agreement it will maintain at
its own expense an errors and omissions insurance
policy in an amount not less than $10 million and
commercial general liability coverage in a
commercially reasonable amount. All insurance
carriers shall maintain a minimal financial strength
rating of A and a financial size category of VIII or
higher as determined and rated by A.M. Best
Company. Subadvisor has provided Advisor with a
certificate of insurance evidencing that the above
insurance policies are in force prior to the execution
of this Agreement. Such certificate of insurance
specifies (i) the names of carriers, (ii) the maximum
limits of liability per incident and in the aggregate,
and (iii) amount of any deductibles. If any of the
required insurance policies are cancelled or not
renewed, subadvisor must provide Advisor written
notice at least thirty (30) days in advance of the
effective date of that action.
(e) Subadvisor has adopted a written
code of ethics complying with the requirements of
Rule 17j-l under the Investment Company Act and
has provided Advisor with a copy of the code of
ethics. Within 30 days of the end of each calendar
quarter that this Agreement is in effect, a duly
authorized officer of Subadvisor shall certify to
Advisor that Subadvisor, including its personnel,
has complied with the requirements of Rule 17j-l
during such quarter and that there has been no
material violation of Subadvisor's code of ethics
or, if such a violation has occurred, that appropriate
action was taken in response to such violation.
Subadvisor will report quarterly, in reasonable
detail, any material violations of law or
Subadvisor's code of ethics related to the Fund and
the action taken in response to such violations.
(f) Subadvisor shall promptly notify
Advisor of any changes in its personnel who serve
as portfolio managers for any Fund.
(g) Subadvisor covenants and agrees that
the information provided by Subadvisor to PWP
and Advisor in writing shall be true and complete in
all material respects and shall not, to the knowledge
of Subadvisor, contain an untrue statement of a
material fact or omit to state a material fact
necessary to make the information not misleading.
(h) If, at any time during the term of this
Agreement, either of Advisor or Subadvisor
discovers any fact or omission, or any event or
change of circumstances has occurred which would
make any of its representations and warranties in
this Agreement inaccurate or incomplete in any
material respect, it will provide prompt written
notification to the other party of such fact, omission,
event or change of circumstance, and the facts
related thereto.
(i) Except as otherwise disclosed, to the
best of Subadvisor's knowledge, there are no
pending, threatened, or contemplated actions, suits,
proceedings, or investigations before any court,
governmental, administrative or self-regulatory
body, board of trade, exchange, or arbitration panel
to which it or any of its directors, officers,
employees, partners, shareholders, members or
principals, or any of its affiliates is a party or to
which it or its affiliates or any of its or its affiliates'
assets are subject, nor has it or its affiliates received
any notice of an investigation, inquiry, or dispute by
any court, governmental, administrative, or self-
regulatory body, board of trade, exchange or
arbitration panel regarding any of its or their
activities, which, individually or in the aggregate,
might reasonably be expected to result in a material
adverse effect on a Fund, a material adverse change
of Subadvisor's financial or business prospects, or
which might reasonably be expected to materially
impair Subadvisor's ability to discharge its
obligations under this Agreement.
(j) To the best of Advisor's knowledge,
there are no pending, threatened, or contemplated
actions, suits, proceedings, or investigations before
any court, governmental, administrative or self-
regulatory body, board of trade, exchange, or
arbitration panel to which it or any of its directors,
officers, employees, partners, shareholders,
members or principals, or any of its affiliates is a
party, or to which it or its affiliates or any of its
affiliates' assets are subject nor has it or its affiliates
received any notice of an investigation, inquiry, or
dispute by any court, governmental, administrative,
or self-regulatory body, board of trade, exchange or
arbitration panel regarding any of its or their
activities, which, individually or in the aggregate,
might reasonably be expected to result in a material
adverse effect on a Fund, a material adverse change
of Advisor's financial or business prospects, or
which might reasonably be expected to materially
impair Advisor's ability to discharge its obligations
under this Agreement.
(k) Advisor shall promptly notify
Subadvisor in writing if any annual renewal of this
Agreement with respect to Issuer or any Fund is not
approved in the manner required by Section 15 of
the Investment Company Act or is not approved on
a timely basis.
13. INDEMNIFICATION.
(a) Subadvisor will indemnify Advisor,
the Funds, their affiliates and their respective
employees, officers and directors from and against
all claims, costs, loss, liability, judgment, fine,
settlement, damage or expense (including
reasonable third party legal fees and expenses)
(collectively, "Losses") arising out of this
Agreement to the extent (x) the parties agree such
Losses arise out of: (i) Subadvisor's gross
negligence, bad faith, willful misfeasance or fraud;
or (ii) Subadvisor's breach of this Agreement or (y)
such Losses are found or otherwise determined to
have arisen out of (i) Subadvisor's gross negligence,
bad faith, willful misfeasance or fraud; or (ii)
Subadvisor's breach of this Agreement.
(b) Advisor will indemnify Subadvisor,
its affiliates, their respective employees, officers
and directors from and against all Losses arising out
of this Agreement, except to the extent (x) the
parties agree such Losses arise out of: (i)
Subadvisor's gross negligence, bad faith, willful
misfeasance or fraud; or (ii) Subadvisor's breach of
this Agreement or (y) such Losses are found or
otherwise determined to have arisen out of (i)
Subadvisor's gross negligence, bad faith, willful
misfeasance or fraud; or (ii) Subadvisor's breach of
this Agreement.
14. 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.
Any material amendment shall be approved in
accordance with the provisions of Section 15 of the
Investment Company Act.
15. ENTIRE AGREEMENT. This
Agreement, including the Exhibits hereto which
shall be deemed a part hereof, constitutes the entire
agreement between the parties hereto on the subject
matter described herein.
16. RELATIONSHIP OF PARTIES;
GOVERNING LAW.
(a) In the performance of its duties
hereunder, Subadvisor is and shall be an
independent contractor and, unless otherwise
expressly provided or authorized, shall have no
authority to act for or represent Issuer or Advisor in
any way, or otherwise be deemed to be an agent of
Issuer or Advisor.
(b) Issuer is expressly made a third party
beneficiary of this Agreement with rights with
respect to the Fund to the same extent as if it had
been a party hereto.
(c) This Agreement shall be construed in
accordance with the laws of the State of Missouri
and the provisions of the Investment Company Act
and the rules thereunder. To the extent the laws of
the State of Missouri, or any of the provisions
herein, conflict with any provision of the
Investment Company Act or the rules thereunder,
the latter shall control.
17. SEVERABILITY. If any provision
of this Agreement shall be held or made invalid by a
court decision, statute, rule or similar authority, the
remainder of this Agreement shall not be affected
thereby.
18. 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, email 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 Subadvisor: Columbia
Management Investment Advisers, LLC
000 Xxxx Xxxxxx
0xx Xxxxx, Xxxxxxx
XX00-00000
Xxx Xxxx, XX 00000
Attn: Art Xxxxxxx
Vice President,
Hedge Fund
Marketing and
Investor
Relations
Xxxxxxxx
Investments
Fax: (000) 000-0000
Email:
Xxx.Xxxxxxx@xxxx.xxx
With a copy to:
Xxxx X. Xxxxxx
Vice President and
Chief Counsel - Asset
Management,
Ameriprise Financial
5228 Ameriprise
Financial Center,
Routing H27/5228
Xxxxxxxxxxx, XX
00000
Fax: (000) 000-0000
Email:
Xxxx.x.xxxxxx@xxxx.xx
m
To Advisor: American Century
Investment Management, Inc.
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX
00000
Attn: Legal
Department
Fax: (000) 000-0000
Email:
Xxxxx_Xxxx@xxxxxxxxxxxxxxx.xxx
Any notice, demand or other communication given in
a manner prescribed in this Section shall be deemed
to have been delivered on receipt.
19. DISCLOSURE. Neither party shall,
without the prior written consent of the other party,
make representations regarding or reference the other
party or any of its affiliates in any disclosure
document, advertisement, sales literature or other
promotional materials; provided, however, no party
need review or consent to any reference to its name
only or any language that it has previously approved
or that is substantially similar to language it has
previously approved for use in another document.
20. LIABILITY OF SUBADVISOR.
(a) Neither Subadvisor nor any officer,
director, partner, agent, employee or controlling
person of Subadvisor ("Subadvisor Parties") shall
be liable for any loss due solely to a mistake of
investment judgment, but shall be liable for any loss
which is incurred by reason of an act or omission of
itself or any Subadvisor Parties if such act or
omission involves willful misfeasance, bad faith,
gross negligence or reckless disregard, or breach of
its duties or obligations hereunder, whether express
or implied. Nothing in this paragraph shall be
deemed a limitation or waiver of any obligation or
duty that may not by law be limited or waived.
(b) 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 Subadvisor's
reasonable foreseeability or control, and Subadvisor
shall have no responsibility of any kind for any loss
or damage thereby incurred or suffered by Advisor
or any of the Funds. In such case, the terms of this
Agreement shall continue in full force and effect
and Subadvisor's 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.
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Senior Vice President
COLUMBIA MANAGEMENT INVESTMENT
ADVISERS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Head of Global Institutional Distribution
EXHIBIT A
FUNDS AND APPLICABLE FEES
Fund
Applicable Fee
AC Alternatives Long Short Fund
1.00%
77Q1(e)(2)
9
2
ACI DRAFT
9/9/14
[Type text]
