EXHIBIT 99.d2
INVESTMENT SUBADVISORY AGREEMENT
THIS INVESTMENT SUBADVISORY AGREEMENT ("Agreement") is made effective as
12:04 a.m. eastern standard time of the 1st day of January, 2005, by and among
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC. (the "Corporation"), a
Maryland corporation, AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM"), a
Delaware corporation, and AMERICAN CENTURY GLOBAL INVESTMENT MANAGEMENT, INC.
(the "Subadvisor"), a Delaware corporation.
WITNESSETH:
WHEREAS, the Corporation is an open-end management investment company
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended; and
WHEREAS, ACIM and Subadvisor are both investment advisors registered with
the Securities and Exchange Commission under the Investment Advisers Act of
1940, as amended; and
WHEREAS, the Corporation has engaged ACIM to serve as the investment
manager for the Strategic Allocation: Conservative Fund, Strategic Allocation:
Moderate Fund, and Strategic Allocation: Aggressive Fund (collectively, the
"Strategic Allocation Funds") pursuant to that certain Management Agreement
between the Corporation and ACIM dated September 30, 2004 (the "Management
Agreement"); and
WHEREAS, ACIM, as part of a corporate restructuring (the "Restructuring"),
formed Subadvisor as its wholly-owned subsidiary on January 1, 2005; and
WHEREAS, the investment management personnel who managed that portion of
the assets the Strategic Allocation Funds that will be invested in foreign
equity securities (the "Foreign Portion") prior to the Restructuring will become
employees of Subadvisor on the effective date of the Restructuring and will
continue to provide those advisory services immediately to the Strategic
Allocation Funds after the Restructuring; and
WHEREAS, the Corporation and ACIM now desire to engage Subadvisor as a
subadvisor for the Foreign Portion, and Subadvisor desires to accept such
engagement; and
WHEREAS, the Boards of Directors of the Corporation, ACIM and 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. Corporation hereby appoints
Subadvisor to provide certain advisory services to the Strategic Allocation
Funds in accordance with the Strategic Allocation Funds' Prospectus and
Statement of Additional Information as in effect and as amended from time to
time, in such manner and to such extent as may be approved by the Board of
Directors of Corporation. Corporation agrees to provide Subadvisor copies of all
amendments to the Strategic Allocation Funds' Prospectus and Statement of
Additional Information on an ongoing basis. Subadvisor hereby accepts the
appointment and agrees to furnish the services described herein.
2. SERVICES AS INVESTMENT SUBADVISOR.
(a) Subject to the general supervision of the Board of Directors of
Corporation, and of ACIM, Subadvisor will (i) act in conformity with the
Strategic Allocation Funds' Prospectus and Statement of Additional Information,
the Investment Company Act of 1940, the Investment Advisers Act of 1940, the
Internal Revenue 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 regarding the Foreign Portion of the Strategic Allocation Funds in
accordance with the Strategic Allocation Funds' investment objective and
policies as stated in the Strategic Allocation Funds' Prospectus and Statement
of Additional Information and with such written guidelines as ACIM may from time
to time provide to Subadvisor; (iii) place purchase and sale orders on behalf of
the Strategic Allocation Funds; and (iv) maintain books and records with respect
to the securities transactions of the Strategic Allocation Funds and furnish the
Corporation's Board of Directors such periodic, regular and special reports as
the Board may request.
(b) In providing those services, Subadvisor will supervise the Strategic
Allocation Funds' Foreign Portion and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the Foreign Portion of
the Strategic Allocation Funds' assets. In addition, Subadvisor will furnish the
Corporation or ACIM whatever information, including statistical data, the
Corporation or ACIM may reasonably request with respect to the instruments that
the Strategic Allocation Funds may hold or contemplate purchasing.
(c) Subadvisor will at all times comply with the policies adopted by the
Corporation's Board of Directors of which it has received written notice. If
Subadvisor believes that a change in any of such policies shall be advisable, it
shall recommend such change to ACIM and the Board of Directors of the
Corporation. Any change to any such policies whether suggested by Subadvisor or
not shall be approved by the Corporation's Board of Directors prior to the
implementation of such change, and Subadvisor will be given reasonable notice of
the anticipated change.
3. BROKERAGE.
(a) In executing transactions for the Strategic Allocation Funds and
selecting brokers or dealers, Subadvisor will seek to obtain the best net 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 Strategic Allocation Funds and its other clients.
2
In assessing the best net price and execution available for any Strategic
Allocation Funds 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, when the
execution and net price offered by two or more brokers or dealers are
comparable, Subadvisor may, at its discretion, execute transactions with brokers
and dealers who provide the Strategic Allocation Funds and/or other accounts
over which Subadvisor exercises investment discretion with research advice and
other services, but in all instances best net price and execution shall control.
Subadvisor is authorized to place purchase and sale orders for the Strategic
Allocation Funds with brokers and/or dealers subject to the supervision of ACIM
and the Board of Directors of the Corporation and in accordance with the
limitations set forth in the registration statement for the Strategic Allocation
Funds shares then in effect.
(b) On occasions when Subadvisor deems the purchase or sale of a security
to be in the best interest of the Strategic Allocation Funds 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 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 Subadvisor in a manner it
considers to be equitable and consistent with its fiduciary obligations to the
Corporation and to such other clients. The Corporation recognizes that, in some
cases, this procedure may limit the size of the position that may be acquired or
sold for the Strategic Allocation Funds.
4. INFORMATION PROVIDED TO CORPORATION.
(a) Subadvisor will keep the Corporation and ACIM informed of developments
materially affecting the Foreign Portion of the Strategic Allocation Funds and
will take initiative to furnish the Corporation and ACIM on at least quarterly
basis with whatever information Subadvisor and ACIM believe is appropriate for
this purpose. Such regular quarterly reports shall include information
reasonably requested by the Corporation's Board of Directors from time to time.
(b) Subadvisor will provide the Corporation and ACIM with such investment
records, ledgers, accounting and statistical data, and other information as the
Corporation 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 the Corporation and ACIM may reasonably request for
the management of their affairs. Subadvisor understands that the Strategic
Allocation Funds and ACIM will rely on such information in the preparation of
the Corporation's registration statement, the Strategic Allocation 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 Subadvisor shall be true and complete in all material respects.
3
(c) At the request of the Board of Directors, a representative of
Subadvisor shall attend meetings of the Board of Directors to make a
presentation on the Strategic Allocation Funds' performance and such other
matters as the Board of Directors, Subadvisor and ACIM believe is appropriate.
(d) Subadvisor shall furnish to regulatory authorities any information or
reports in connection with such services as may be lawfully requested.
Subadvisor shall also, at the Corporation's request, certify to the
Corporation's independent auditors that sales or purchases aggregated with those
of other clients of 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,
Subadvisor hereby agrees that all records that it maintains for the Strategic
Allocation Funds are the property of the Corporation and further agrees to
surrender to the Corporation promptly upon the Corporation's request any of such
records. In addition, Subadvisor agrees to cooperate with the Corporation 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. Subadvisor further agrees to preserve for the
periods of time prescribed by the Investment Company Act of 1940 and the
Investment Advisers Act of 1940 the records required to be maintained
thereunder.
(f) ACGIM will be responsible for voting all of the Strategic Allocation
Funds' investment securities.
5. FUTURES AND OPTIONS. Subadvisor's investment authority shall include the
authority to purchase, sell, cover open positions, and generally to deal in
financial futures contracts and options thereon. Subadvisor will (a) open and
maintain brokerage accounts for financial futures and options (such accounts
hereinafter referred to as "Brokerage Accounts") on behalf of and in the name of
the Strategic Allocation Funds, and (b) execute, for and on behalf of the
Brokerage Accounts, standard customer agreements with a broker or brokers.
Subadvisor may, using such of the securities and other property in the Brokerage
Accounts as Subadvisor deems necessary or desirable, direct the custodian to
deposit on behalf of the Strategic Allocation Funds, original and maintenance
brokerage deposits and other direct payments of cash, cash equivalents, and
securities and other property into such Brokerage Accounts and to such brokers
as Subadvisor deems appropriate. The Strategic Allocation Funds represents and
warrants that it is a "qualified eligible client" within the meaning of the CFTC
Regulations Section 4.7 and, as such, consents to treat the Strategic Allocation
Funds in accordance with the exemption contained in CFTC Regulations Section
4.7(b).
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION
("CFTC") IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS
DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC
DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE
ADEQUACY OR ACCURACY OF THE COMMODITY TRADING ADVISOR DISCLOSURE.
4
CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS
DOCUMENT.
6. CONFIDENTIALITY. The parties to this Agreement agree that each shall
treat as confidential 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 Strategic
Allocation 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.
7. LIABILITY AND INDEMNIFICATION.
(a) Subadvisor shall be responsible for the exercise of reasonable care in
carrying out its responsibilities hereunder; provided, however, that no
provision of this Agreement be construed to protect any trustee, director,
officer, agent or employee of Subadvisor or an affiliate from liability by
reason of gross negligence, willful malfeasance, bad faith in the performance of
such person's duties hereunder or by reason of reckless disregard of obligations
and duties hereunder. Notwithstanding any other provision of this Agreement, no
party shall be liable for any actions or omissions taken or made pursuant to
this Agreement unless such actions or omissions result from gross negligence,
willful malfeasance, or bad faith in the performance of such party's duties or
by reason of reckless disregard of obligations and duties hereunder.
(b) ACIM agrees to indemnify and hold harmless Subadvisor and its officers,
directors, employees, agents, affiliates and each person, if any, who controls
Subadvisor within the meaning of the Securities Act of 1933 (collectively, the
"Indemnified Parties" for purposes of this Section 7(b)) against any losses,
claims, expenses, damages or liabilities (including amounts paid in settlement
thereof) or litigation expenses (including legal and other expenses)
(collectively, "Losses"), to which the Indemnified Parties may become subject,
insofar as such Losses result from gross negligence, willful malfeasance or bad
faith in the performance by the Corporation or ACIM of its respective duties
hereunder or reckless disregard by the Corporation or ACIM of its respective
duties hereunder. ACIM will reimburse any legal or other expenses reasonably
incurred by the Indemnified Parties in connection with investigating or
defending any such Losses. ACIM shall not be liable for indemnification
hereunder if such Losses are attributable to the gross negligence, willful
malfeasance or bad faith of Subadvisor in performing its obligations under this
Agreement. ACIM shall not be liable for special, consequential or incidental
damages.
5
(c) Subadvisor agrees to indemnify and hold harmless ACIM and the
Corporation, and their respective officers, directors, employees, agents,
affiliates and each person, if any, who controls ACIM or the Corporation within
the meaning of the Securities Act of 1933 (collectively, the "Indemnified
Parties" for purposes of this Section 7(c)) against any Losses to which the
Indemnified Parties may become subject, insofar as such Losses result from gross
negligence, willful malfeasance, or bad faith in performance by Subadvisor or
its affiliates of their duties hereunder or reckless disregard by Subadvisor or
its affiliates of their duties hereunder. Subadvisor will reimburse any legal or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. Subadvisor shall not be liable for
indemnification hereunder if such Losses are attributable to the gross
negligence, willful malfeasance or bad faith of ACIM or the Corporation in
performing their obligations under this Agreement. Subadvisor shall not be
liable for special, consequential or incidental damages.
(d) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this Section 7, except to the
extent the indemnifying party shall have been prejudiced thereby. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(e) If the indemnifying party assumes the defense of any such action, the
indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability of the
indemnified parties in such action, or permit a default or consent to the entry
of any judgment in respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such claimant an
unconditional release from all liability in respect of such claim.
8. COMPENSATION.
(a) In consideration of the services rendered pursuant to this Agreement,
ACGIM will pay Subadvisor a per annum management fee (the "Applicable Fee") as
set forth on SCHEDULE A.
(b) On the first business day of each month, ACIM shall pay Subadvisor the
Applicable Fee for the previous month. The fee for the previous month shall be
calculated by multiplying the Applicable Fee for the Strategic Allocation Funds
by the aggregate average daily closing value of the net assets of all classes of
the Strategic Allocation Funds during the previous month, and further
multiplying that product by a fraction, the numerator of which shall be the
6
number of days in the previous month, and the denominator of which shall be 365
(366 in leap years).
(c) In the event that the Board of Directors of the Corporation shall
determine to issue any additional series of shares for which it is proposed that
Subadvisor serve as investment manager, and for which Subadvisor desires to so
serve, the Corporation, ACIM and Subadvisor shall enter into an Addendum to this
Agreement setting forth the name of the series, the Applicable Fee, if any, and
such other terms and conditions as are applicable to the management of such
series of shares.
(d) Subadvisor shall have no right to obtain compensation directly from the
Strategic Allocation Funds or the Corporation 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.
9. EXPENSES. Subadvisor will bear all of its expenses in connection with
the performance of its services under this Agreement, which expenses shall not
include brokerage fees or commissions in connection with the execution of
securities transactions.
10. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Corporation understands
that Subadvisor or its affiliates now acts and will continue to act as
investment advisor to other clients and the Corporation has no objection to
Subadvisor so acting. In addition, the Corporation understands that the persons
employed by Subadvisor to assist in the performance of 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 Subadvisor or any
affiliate of Subadvisor to engage in and devote time and attention to other
business or to render services of whatever kind or nature. Further, from time to
time, Subadvisor may refer or introduce certain institutional investors and
existing clients of Subadvisor and its affiliates to the Corporation. The
Corporation understands that nothing herein shall be deemed to limit or restrict
the right of Subadvisor, in the event Subadvisor's clients purchase shares of
the Corporation, to subsequently suggest or induce such clients to redeem such
shares and open a separate advisory account with Subadvisor.
11. TERM OF AGREEMENT. This Agreement shall become effective as of the date
first written above and shall continue until January 1, 2006 and thereafter so
long as such continuance is specifically approved at least annually by (i) the
Board of Directors of the Corporation 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. This Agreement is terminable without penalty on 60 days' written
notice by (i) the Board of Directors of the Corporation, (ii) by vote of holders
of a majority of the Strategic Allocation Funds' shares, (iii) by ACIM, or (iv)
by Subadvisor, and will terminate automatically upon any termination of
7
the investment management agreement between the Corporation and ACIM. This
Agreement will terminate automatically in the event of its assignment.
Subadvisor agrees to notify the Corporation of any circumstances that might
result in this Agreement being deemed to be assigned.
12. REPRESENTATIONS OF ACIM, SUBADVISOR AND CORPORATION.
(a) ACIM and Subadvisor each hereby represents that it is registered as an
investment advisor under the Investment Advisers Act of 1940, 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 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) The Corporation and ACIM represent and warrant that (i) the appointment
of Subadvisor has been duly authorized; and (ii) each of them 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 either to be in violation of its Articles of Incorporation, Bylaws, or any
material laws.
(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 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 act in
conformity with the provisions of the Investment Company Act of 1940, the
Investment Advisers Act of 1940, the Internal Revenue 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.
13. 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.
14. LIMITATION OF LIABILITY. This Agreement has been executed on behalf of
the Corporation by the undersigned officer of the Corporation solely in his
capacity as an officer of the Corporation.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter described herein.
8
16. INDEPENDENT CONTRACTOR. 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 the Corporation or ACIM in any way, or otherwise be deemed to be an
agent of the Corporation or ACIM.
17. 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.
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 or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
each party's address of record. Any notice, demand or other communication given
in a manner prescribed in this Section shall be deemed to have been delivered on
receipt.
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.
"CORPORATION" "ACIM"
AMERICAN CENTURY STRATEGIC AMERICAN CENTURY
ASSET ALLOCATIONS, INC. INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- --------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President Title: Vice President
"SUBADVISOR"
AMERICAN CENTURY GLOBAL
INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
9
SCHEDULE A
----------
(INVESTMENT SUBADVISORY AGREEMENT - ACSAA,
DATED JANUARY 1, 2005)
MANAGEMENT OF FOREIGN PORTION OF STRATEGIC ALLOCATION FUNDS
--------------------------------------------------------------------------------
NAME OF SERIES APPLICABLE FEE
--------------------------------------------- ----------------------------------
Strategic Allocation: Conservative First $100 MM ...............0.90%
$100 - 250 MM ..............0.80%
$250 MM - 500 MM.............0.75%
> $500 MM ...................0.70%
--------------------------------------------- ----------------------------------
Strategic Allocation: Moderate First $100 MM ...............0.90%
$100 - 250 MM ..............0.80%
$250 MM - 500 MM.............0.75%
> $500 MM ...................0.70%
--------------------------------------------- ----------------------------------
Strategic Allocation: Aggressive First $100 MM ...............0.90%
$100 - 250 MM ..............0.80%
$250 MM - 500 MM.............0.75%
> $500 MM ...................0.70%
--------------------------------------------- ----------------------------------
10