INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit (d)(x)
AGREEMENT made this 3rd day of June 2010, by and between Xxxxxxx Xxxxxx Investment Management,
Inc. (“CSIM”), and American Century Global Investment Management, Inc. (“Sub-Adviser”).
WHEREAS, Schwab Capital Trust, a Massachusetts business trust (“Company”), is an open-end,
management investment company registered under the Investment Company Act of 1940 (“1940 Act”),
consisting of several series, each having its own investment objective and policies; and
WHEREAS, Company has entered into an Investment Advisory and Administration Agreement with
CSIM pursuant to which CSIM acts as investment manager to Company (“Management Agreement”); and
WHEREAS, CSIM, acting with the approval of Company, wishes to retain Sub-Adviser to provide
discretionary investment advisory services (“Services”) with respect to a portion of each series
identified on Schedule A hereto, as may be amended from time to time, (each a “Fund”) that may be
allocated by CSIM for management by the Sub-Adviser from time to time, together with all income
earned on those assets and all realized and unrealized capital appreciation related to those assets
(for each Fund, the “Managed Assets”), and Sub-Adviser is willing to render the Services.
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties agree as
follows:
1. APPOINTMENT. CSIM appoints Sub-Adviser to provide the Services for the period and term set
forth in this Investment Sub-Advisory Agreement (“Agreement”). Sub-Adviser accepts such
appointment and agrees to render the Services as provided herein.
2. DUTIES OF SUB-ADVISER.
(a) Subject to supervision by the Company, its Board of Trustees (“Trustees”) and CSIM
(collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and
reinvestment of the Managed Assets and determine in its discretion, the securities and other
property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and
shall not be responsible for providing investment advice to any other portion of a Fund. In
performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with
any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under
the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use the same skill and
care in providing the Services to each Fund as it utilizes in providing investment advisory
services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser
will provide Fund Parties with records concerning Sub-Adviser’s activities that Fund Parties are
required to maintain, and regular reports concerning Sub-Adviser’s performance of the Services.
(b) Unless CSIM provides written instructions to the contrary, Sub-Adviser will review all
proxy solicitation materials and will exercise any voting rights associated with securities
comprising the Managed Assets in the best interests of each Fund and its shareholders.
(c) Sub-Adviser will provide assistance to Company, Xxxxxxx Xxxxxx & Co, Inc. (“Distributor”)
and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in
connection with the offering, sale and marketing of Fund shares. Such assistance will include,
without limitation: (i) review of offering, marketing and sales materials; (ii) attendance and
participation at an agreed upon number of internal and external conferences (including in-person,
telephonic and video), conventions,
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road shows and other sales or educational meetings; and (iii) provision of a reasonable amount of
information for use as discussion, analysis and commentary and market and performance data for
filings with the Securities and Exchange Commission (“SEC”) and web and other medium based
marketing and advertising. Schwab parties may use the names, trade names, trademarks, service
marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the
offering, sale and marketing of Fund shares, subject to the written approval of Sub-Adviser, which
will not be unreasonably withheld.
(d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide
assistance in determining, in good faith, the fair value of any securities of the Managed Assets
for which market quotations are not readily available in accordance with guidelines and procedures
adopted by the Trustees. In addition, Sub-Adviser will assist Company’s pricing agent in obtaining
market values from at least two parties independent of Sub-Adviser with respect to any securities
of the Managed Assets for which the Company’s pricing agent does not obtain prices in the ordinary
course of business from an automated pricing service.
(e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of
Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time
to time establish and communicate to Sub-Adviser in writing; (ii) Company’s Prospectus and
Statement of Additional Information (“Prospectus and SAI”), as provided to Sub-Adviser; (iii)
Company’s Declaration of Trust and By-Laws, as provided to Sub-Adviser; (iv) 1940 Act; (v) the
Investment Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the
SEC; (vii) the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act
(“CEA”); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs,
the Prospectus and SAI will control.
CSIM acknowledges that Sub-Adviser has not had an opportunity to review any of the following:
Company’s Registration Statement; Prospectus and Statement of Additional Information; Declaration
of Trust and By-Laws; or any of Company’s or CSIM’s policies referred to herein. Sub-Adviser and
CSIM agree to work together in good faith to resolve any issues that may arise out of such
documents pertaining to Sub-Adviser’s performance of the Services.
(f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office
space, furnishings and equipment and the personnel required by it to perform the Services on the
terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of
securities, commodities, and other investments (including brokerage commissions and other
transaction charges, if any) purchased or sold for a Fund.
3. DUTIES OF CSIM. CSIM will continue to have responsibility for all services to be provided to a
Fund pursuant to the Management Agreement and will oversee and review Sub-Adviser’s performance of
the Services. CSIM will furnish to Sub-Adviser current and complete copies of the Declaration of
Trust and By-laws of Company, and the current Prospectus and SAI as those documents may be amended
from time to time. Any amendments or supplements to the foregoing documents will not be deemed
effective with respect to the Sub-Adviser until the Sub-Adviser’s receipt thereof. CSIM will
provide additional information as the Sub-Adviser reasonably requests in connection with the
performance of the Services.
4. CUSTODY. Company will designate one or more custodians to hold the Managed Assets (“Custodian”)
in the name of each Fund. Each custodian will be responsible for the custody, receipt and delivery
of securities and other assets of a Fund including the Managed Assets, and Sub-Adviser will have no
authority, responsibility or obligation with respect to the custody, receipt or delivery of
securities or other assets of a Fund. In the event that any cash or securities of a Fund are
delivered to Sub-Adviser, Sub-Adviser will promptly deliver the same to the Custodian for the
benefit of and in the name of Fund. Sub-Adviser will provide to the Custodian and Fund Accountant
on each business day, information relating to all
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transactions in the Managed Assets and will provide such information to Fund Parties upon request.
Sub-Adviser will make all reasonable efforts to notify Custodian and Fund Accountant of all orders
to brokers for the Managed Assets by 9:00 am EST on the day following the trade date and will make
all reasonable efforts to affirm the trade to the Custodian and Fund Accountant before the close of
business one business day after the trade date.
5. PORTFOLIO TRANSACTIONS.
(a) Sub-Adviser is authorized to select brokers or dealers that will execute the purchases and
sales of portfolio securities and other property for a Fund in a manner that implements the policy
with respect to brokerage set forth in the Prospectus and SAI, or as Fund Parties may direct from
time to time, and in conformity with the federal securities laws. Notwithstanding the previous
sentence, Sub-Adviser will not be required to use any broker or dealer selected by Fund Parties.
(b) In effecting transactions for a Fund and selecting brokers or dealers, Sub-Adviser will
use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing
the best overall terms for any transaction, Sub-Adviser will consider any factors that it deems
relevant, such as price paid for the security, commission paid for the transaction, clearance,
settlement, reputation, financial strength and stability, efficiency of execution and error
resolution, block trading and block positioning capabilities, willingness to execute related or
unrelated difficult transactions and order of call.
(c) Consistent with any policies established by Fund Parties and in compliance with the
Prospectus and SAI and 1940 Act, Sub-Adviser is authorized, in its discretion, to utilize the
services of a broker or dealer that provides brokerage or research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934).
(d) In no instance will Sub-Adviser cause Managed Assets to be purchased from or sold to
Distributor, CSIM, Sub-Adviser or any affiliated person of either Company, Distributor, CSIM, or
Sub-Adviser (collectively “Related Parties”), except to the extent permitted by the 1940 Act or any
exemptive or other relief granted by the SEC. Sub-adviser will not execute any transactions with
brokers or dealers that are Related Parties without the prior written approval of CSIM.
(e) Consistent with any policies established by Fund Parties, Sub-Adviser may aggregate orders
for purchase or sale of Managed Assets with similar orders being made concurrently for other
accounts managed by Sub-Adviser, if, in Sub-Adviser’s reasonable judgment, such aggregation will
result in an overall economic benefit to Fund, taking into consideration the transaction price,
brokerage commission and other expenses. In any single transaction in which purchases or sales of
securities of any issuer for the account of a Fund are aggregated with other accounts managed by
Sub-Adviser, the actual prices applicable to the transaction will be averaged among the accounts
for which the transaction is effected, including the account of the Fund.
6. COMPENSATION OF SUB-ADVISER. For the Services provided and expenses assumed by Sub-Adviser
under this Agreement, CSIM will pay to Sub-Adviser compensation at the rate specified in Schedule
B, as may be amended from time to time. Such compensation will be paid at the times and on the
terms set forth in Schedule B. All rights of compensation under this Agreement for Services
performed as of the termination date will survive the termination of this Agreement. Except as
otherwise prohibited by law or regulation, Sub-Adviser may, in its discretion, from time to time,
waive a portion of its compensation.
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7. REPORTS.
(a) Sub-Adviser will provide written quarterly reports including information reasonably
requested by Fund Parties regarding the Managed Assets. CSIM will specify the information to be
included in such quarterly reports. Sub-Adviser will make available to Fund Parties any economic,
statistical and investment services that Sub-Adviser makes available to its other institutional
clients.
(b) Sub-Adviser will promptly communicate to Fund Parties any information relating to
transactions in the Managed Assets, as Fund Parties may reasonably request.
(c) Sub-Adviser will promptly notify Fund Parties of any financial or regulatory condition
that is likely to impair the ability of Sub-Adviser to perform the Services. In addition,
Sub-Adviser will promptly notify Fund Parties of any intended change in control of Sub-Adviser and
of any intended change in portfolio or senior management, as far in advance of such change as
possible.
(d) Sub-Adviser will make its officers and employees available to meet with Fund Parties, up
to twice annually, at such times and places, as Fund Parties may reasonably request, including at
quarterly and special meetings of the Trustees in San Francisco, California.
8. STATUS OF SUB-ADVISER. Sub-Adviser is and will continue to be registered under the Advisers
Act. The Services of Sub-Adviser to Company for each Fund are not to be deemed exclusive, and
Sub-Adviser is free to render similar services to others so long as its Services to the Fund are
not impaired thereby. Sub-Adviser is and will continue to be an independent contractor and, unless
otherwise expressly provided or authorized, has no authority to act for or represent Company in any
way or otherwise act as agent of Company.
9. STATUS OF CSIM. CSIM is and will continue to be registered under the Advisers Act, and has
acted and will continue to act in conformity with the Advisers Act, the Code, the CEA, other
applicable laws, the Prospectus and SAI and the Company’s Declaration of Trust and By-Laws.
10. CODE OF ETHICS. Sub-Adviser will furnish to Fund Parties a current copy of its code of ethics
that complies with the requirements of Rule 17j-1 under the 1940 Act. Upon written request of CSIM,
Sub-Adviser will permit Fund Parties to examine the reports made by Sub-Adviser pursuant to Rule
17j-1 and other records relevant to Sub-Adviser’s code of ethics. Sub-Adviser will provide an
annual certification to Fund Parties certifying that there have been no material violations of
Sub-Adviser’s code of ethics or, if such violations have occurred, that appropriate actions have
been taken in response to such violations.
11. CERTAIN RECORDS.
(a) Sub-Adviser will maintain all books and records with respect to transactions involving the
Managed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of
Rule 31a-1 under the 1940 Act. Sub-Adviser will provide to Fund Parties periodic and special
reports, balance sheets, profitability analyses, financial information, and such other information
with regard to Sub-Adviser’s affairs, as Fund Parties may reasonably request, including any
information requested by Fund Parties to assist the Trustees in evaluating the terms of this
Agreement and any renewal thereof under Section 15(c) of the 0000 Xxx.
(b) Sub-Adviser will keep the books and records relating to the Managed Assets required to be
maintained by Sub-Adviser under this Agreement and will timely furnish to Fund Parties all
information relating to Sub-Adviser’s Services under this Agreement needed by Fund Parties to keep
the other books and records of the Company required by Rule 31a-1 under the 1940 Act. Sub-Adviser
will also
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furnish to Fund Parties any other information relating to the Managed Assets that must be filed by
Company with the SEC or sent to shareholders under the 1940 Act, and any exemptive or other relief
granted by the SEC. Sub-Adviser agrees that all records that it maintains on behalf of Company are
property of Company and Sub-Adviser will surrender promptly to Company any of such records upon
Fund Parties’ request; provided, however, Sub-Adviser may retain a copy of such records. In
addition, Sub-Adviser will preserve for the periods prescribed by Rule 31a-2 under 1940 Act any
such records as are required to be maintained by it pursuant to this Agreement, and will transfer
said records to any successor sub-adviser upon the termination of this Agreement (or, if there is
no successor sub-adviser, to CSIM).
12. LIMITATION OF LIABILITY OF SUB-ADVISER. Sub-Adviser will not be liable for any claims,
liabilities, damages, costs or losses (collectively “claims”) arising out of this Agreement, except
to the extent such claims arise out of: (a) Sub-Adviser’s negligence, bad faith or willful
misfeasance; or (b) Sub-Adviser’s breach of this Agreement. Nothing in this Section 12 will be
deemed a waiver or limitation of any obligation or duty that may not by law be waived or limited.
CSIM acknowledges that Sub-Adviser will manage the Managed Assets generally as described in
Schedule B hereto, and Sub-Adviser intends to manage the Managed Assets in a style generally used
by Sub-Adviser in managing certain other mutual funds.
13. INDEMNIFICATION.
(a) Sub-Adviser will indemnify and hold harmless Fund Parties, their affiliates and their
respective employees, officers and directors from and against all claims arising out of this
Agreement to the extent such claims arise out of: (i) Sub-Adviser’s negligence, bad faith or
willful misfeasance; or (ii) Sub-Adviser’s breach of this Agreement.
(b) CSIM will indemnify and hold harmless Sub-Adviser, its affiliates, and their respective
employees, officers and directors from and against all claims arising out of this Agreement, except
to the extent such claims arise out of: (i) Sub-Adviser’s negligence, bad faith or willful
misfeasance; or (ii) Sub-Adviser’s breach of this Agreement.
14. CONFIDENTIALITY. The Mutual Confidentiality and Non-Disclosure Agreement (“Confidentiality
Agreement”) previously entered into between the parties is attached hereto as Schedule C and
incorporated herein by reference. The Confidentiality Agreement will remain in effect throughout
the term of this Agreement, and each party will abide by all of the provisions set forth therein.
Upon termination of this Agreement, each party will continue to hold any Confidential Information
(as that term is defined in the Confidentiality Agreement) in strict confidence for ten years from
the date of termination, except with regard to: (a) trade secrets of either party which will be
held in confidence for as long as such information remains a trade secret; and (b) Schwab Customer
Information (as that term is defined in the Confidentiality Agreement) which will be held by
Sub-Adviser in strict confidence in perpetuity and which will be used by Sub-Adviser only to
perform the Services and for no other purpose. In addition, Sub-Adviser will not use any
Confidential Information concerning each Funds’ portfolio holdings, including, without limitation,
the names of the portfolio holdings and the values thereof or other Schwab Confidential
Information, for purposes of making any decision about whether to purchase or redeem shares of each
Fund or to execute any other securities transaction. In no event, however, shall this Section
limit the Sub-Adviser’s ability to make investment decisions and execute transactions for accounts
that are managed in the same style as any of the Funds. In the event any of the provisions of the
Confidentiality Agreement conflict with any of the provisions of this Agreement, the latter will
control.
15. PUBLICITY. During and after the term of this Agreement, Sub-Adviser will not make any media
release or other public announcement relating to this Agreement without Schwab Parties’ prior
written consent. Except as otherwise explicitly stated in this Agreement, Sub-Adviser will acquire
no right to use,
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and will not use, without Schwab Parties’ prior written consent, with respect to each use, the
terms or existence of this Agreement, the names, trade names, trademarks, service marks, artwork,
designs, or copyrighted materials of Schwab Parties or their affiliates in any sales or advertising
materials, press releases, client lists, presentations, promotions or other publicity related
materials or media.
16. DURATION AND TERMINATION.
(a) This Agreement will become effective for each Fund upon its approval by the Trustees,
without approval by the shareholders, pursuant to CSIM’s exemptive relief from the SEC. This
Agreement will remain in effect until two years from date of each effectiveness, and thereafter,
for periods of one year so long as such continuance thereafter is specifically approved at least
annually (i) by the vote of a majority of those Trustees who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the purpose of voting
on such approval, and (ii) by the Trustees, or by the vote of a majority of the outstanding voting
securities of the Fund; provided, however, that if the shareholders of a Fund fail to approve the
Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the
extent permitted by the 0000 Xxx. The foregoing requirement that continuance of this Agreement be
“specifically approved at least annually” will be construed in a manner consistent with the 1940
Act.
(b) This Agreement may be terminated at any time, without cause and without payment of any
penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the
outstanding voting securities of a Fund on not more than 60 days’ written notice to Sub-Adviser, or
by CSIM upon 90 days’ written notice to Sub-Adviser. In addition, this Agreement may be terminated,
with cause, by CSIM at any time, without payment of any penalty by Fund Parties, upon written
notice to Sub-Adviser. As used herein, “with cause” means: (i) any material breach of the
Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii)
any material financial or other impairment that in the reasonable judgment of CSIM impairs
Sub-Adviser’s ability to perform the Services.
(c) This Agreement may not be terminated by Sub-Adviser, without cause, prior to June 3, 2011.
Thereafter, this Agreement may be terminated by Sub-Adviser at any time, without cause and without
payment of any penalty, upon 90 days’ written notice to CSIM. This Agreement may be terminated by
Sub-Adviser at any time, with cause and without payment of any penalty, upon written notice to
CSIM. As used herein, “with cause” means: (i) any material breach of the Agreement by CSIM; (ii)
any federal or state regulatory violation by CSIM; and (iii) any material financial or other
impairment that in the reasonable judgment of Sub-Adviser impairs CSIM’s ability to perform its
obligations under this Agreement.
(d) This Agreement will automatically and immediately terminate in the event of its assignment
or in the event of the termination of the Management Agreement.
(e) Any termination of this Agreement in accordance with the terms hereof will not affect the
obligations or liabilities accrued prior to termination. As used in this Section 16, the terms
“assignment”, “interested persons,” and a “vote of a majority of the outstanding voting securities”
will have the respective meanings set forth in the 1940 Act; subject to such exceptions and other
relief as may be granted by the SEC.
//
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17. NOTICE. All notices required or permitted hereunder will be deemed sufficient upon receipt if
sent by: (a) hand; (b) registered or certified mail, postage prepaid; (c) overnight courier; or (d)
facsimile transmission to the last address furnished by the other party to the party giving notice.
At the outset, such notices will be delivered to the following addresses:
| CSIM: | Xxxxxxx Xxxxxx Investment Management, Inc. | |||
| 000 Xxxx Xxxxxx | ||||
| Xxx Xxxxxxxxx, XX 00000 | ||||
| Attention: Treasurer | ||||
| Telephone: (000) 000-0000 | ||||
| Facsimile: (000) 000-0000 | ||||
| Sub-Adviser: | American Century Global Investment Management, Inc. | |||
| 0000 Xxxx Xxxxxx | ||||
| Xxxxxx Xxxx, X0 00000 | ||||
| Attention: General Counsel | ||||
| Telephone: (000) 000-0000 | ||||
| Facsimile: (000) 000-0000 |
18. NONCOMPETE PROVISIONS. Sub-Adviser is not and will not become a party to any noncompete
agreement or other agreement or arrangement that would restrict, limit or otherwise interfere with
the ability of Schwab Parties and their affiliates to employ or engage any person or entity, now or
in the future, to provide investment advisory or other services.
19. SEVERABILITY. If any provision of this Agreement will be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
20. GOVERNING LAW. This Agreement will be construed in accordance with the laws of the State of
California and the applicable provisions of the 1940 Act. To the extent that the applicable laws
of the State of California, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter will control.
21. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement and understanding between the parties
relating to the Services. Any prior agreements, promises or representations not expressly set
forth in this Agreement are of no force and effect. No waiver or modification of this Agreement
will be effective unless reduced to writing and signed by the party to be charged. No failure to
exercise and no delay in exercising on the part of any party hereto of any right, remedy, power or
privilege hereunder will operate as a waiver thereof.
(b) This Agreement is entered into on behalf of each Fund severally, and not jointly, with the
express intention that the provisions contained herein will apply separately with respect to each
Fund, as if contained in separate agreements.
(c) Except as set forth in Section 16, this Agreement binds and inures to the benefit of
parties, their successors and assigns. This Agreement may be executed in more than one counterpart
each of which will be deemed an original and both of which, taken together, will be deemed to
constitute one and the same instrument.
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(d) Company refers to Schwab Capital Trust and its Trustees, as Trustees but not individually
or personally, acting under a Declaration of Trust dated May 7, 1993. A copy of the Certificate of
Trust of Company is on file with the Secretary of State of the State of Massachusetts. Notice is
hereby given that the obligations of Company entered into in the name of or on behalf of Company by
any of its Trustees, representatives or agents are made not individually, but in such Company
capacities. Such obligations are not binding upon any of the Trustees, shareholders or
representatives of Company personally, but bind only the assets of Company belonging to such Fund
for the enforcement of any claims against Company.
(e) As used in this Agreement, any references to any laws (including, without limitation, the
1940 Act, Advisers Act, Code and CEA) incorporate the effects of: (i) any amendments to such laws;
(ii) any rules or regulations promulgated under such laws; and (iii) any interpretations of such
laws, rules or regulations by the applicable regulatory authorities.
NOW THEREFORE, the parties hereto have caused this Agreement to be executed as of the day and year
first written above.
| Xxxxxxx Xxxxxx Investment Management, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | President and Chief Executive Officer | |||
| American Century Global Investment Management, Inc. |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Vice President | |||
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SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
AMERCAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
AMERCAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
FUND(S)
Laudus International MarketMasters Fund
Effective Date of this Schedule A: June 3, 2010.
9
SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
AMERCAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
AMERCAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
FEES
Fees will be accrued each day by applying to the Net Asset Value of the Managed Assets at the end
of that day, the daily rate, using a 365-day year, equivalent to the applicable fee percentage set
forth below (“Company Percentage”). Fees will be paid within 30 days following the end of each
calendar quarter.
COMPANY PERCENTAGE
For Small-Cap Mandate:
85 Basis points on the first $50 million
80 Basis points on assets over $50 million
80 Basis points on assets over $50 million
For Mid-Cap Mandate:
84 Basis points on the first $75 million
78 Basis points on assets over $75 million but less than $150 million
74 Basis points on assets over $150 million but less than $225 million
69 Basis points on assets over $225 million but less than $300 million
65 Basis points on assets over $300 million but less than $475 million
78 Basis points on assets over $75 million but less than $150 million
74 Basis points on assets over $150 million but less than $225 million
69 Basis points on assets over $225 million but less than $300 million
65 Basis points on assets over $300 million but less than $475 million
Effective Date of this Schedule B: June 3, 2010
10
SCHEDULE C
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
AMERCAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
AMERCAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEEMENT
A true and correct copy of the MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEEMENT is attached
hereto.
Effective Date of this Schedule C: June 3, 2010.
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