EXHIBIT 99.(d)(3)
XXXX XXXXXXX EXCHANGE-TRADED FUND TRUST
SUBADVISORY AGREEMENT
AGREEMENT made this
25th day of March 2021, between Xxxx Xxxxxxx Investment Management LLC, a Delaware limited liability company (the “Adviser”),
and Manulife Investment Management (US) LLC, a Delaware limited liability company (the “Subadviser”). In consideration
of the mutual covenants contained herein, the parties agree as follows:
| 1. | APPOINTMENT OF SUBADVISER |
The Subadviser undertakes
to act as investment subadviser to, and, subject to the supervision of the Trustees of Xxxx Xxxxxxx Exchange-Traded Fund Trust
(the “Trust”) and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolios
specified in Appendix A to this Agreement as it shall be amended by the Adviser and the Subadviser from time to time (the “Portfolios”).
The Subadviser will be an independent contractor and will have no authority to act for or represent the Trust or Adviser in any
way except as expressly authorized in this Agreement or another writing by the Trust and Adviser.
| 2. | SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST |
| a. | Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage
the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios’ registration
statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios,
the Subadviser will: |
| i. | obtain and evaluate such economic, statistical, financial and other information that the Subadviser
deems relevant to the management of the Portfolios; |
| ii. | formulate and implement a continuous investment program for each Portfolio consistent with the
investment objectives and related investment policies for each such Portfolio as described in the Trust’s registration statement,
as amended; |
| iii. | take whatever steps are necessary to implement these investment programs by the purchase and sale
of securities (including the placing of orders for such purchases and sales), entering into derivative transactions to the extent
authorized by a Portfolio’s registration statement, and by managing all cash in the Portfolios; |
| iv. | regularly report to the Trustees of the Trust with respect to the implementation of these investment
programs; and |
| v. | provide assistance to the Trust to assist the Trust in fair value pricing securities held by the
Portfolios for which market quotations are not readily available, including communicating with the Trust’s Custodian or pricing
agent. |
| b. | The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities,
including payment of salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities,
including recordkeeping, clerical personnel and equipment necessary for the conduct of investing each Portfolios’ assets
(excluding non-investment advisory services such as the determination of net asset value and custodial, transfer agency, and Portfolio
and shareholder accounting services). |
| c. | The Subadviser will select brokers, dealers, futures commission merchants and other counterparties
to effect all transactions for the Portfolios, including without limitation, with respect to transactions in securities, derivatives,
foreign currency exchange, commodities and/or any other investments. The Subadviser will draft and negotiate agreements and related
documentation that Subadviser believes are necessary or desirable in order to effect transactions on behalf of the Portfolios;
however, the Adviser reserves the right to review and make adjustments to such documentation prior to finalization by the Subadviser
or, in Adviser’s discretion, to draft and fully negotiate such documentation. The Subadviser will place all orders with brokers,
dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms,
as applicable. The Subadviser will always seek the best possible price and execution in the circumstances in all transactions.
Subject to the foregoing, the Subadviser is directed at all times to seek to execute transactions for the Portfolios in accordance
with its trading policies, as disclosed by the Subadviser to the Portfolio from time to time, but in all cases subject to policies
and practices established by the Portfolio and described in the Trust’s registration statement. Notwithstanding the foregoing,
the Subadviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular
transaction than otherwise might have been charged by another broker-dealer to the extent permitted by Section 28(e) of the Securities
Exchange Act of 1934 and by the Trust’s registration statement, if the Subadviser determines that the higher spread or commission
is reasonable in relation to the value of the brokerage and research services that such broker-dealer provides, viewed in terms
of either the particular transaction or the Subadviser’s overall responsibilities with respect to accounts managed by the
Subadviser. The Subadviser may use for the benefit of the Subadviser’s other clients, or make available to companies affiliated
with the Subadviser or to its directors for the benefit of its clients, any such brokerage and research services that the Subadviser
obtains from brokers or dealers. |
| d. | On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest
of the Portfolio as well as other clients of the Subadviser, the Subadviser to the extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold,
as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be
the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients. |
| e. | The Subadviser will maintain all accounts, books and records with respect to the Portfolios as
are required to be kept of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940
(the “Investment Company Act”) and Investment Advisers Act of 1940 (the “Investment Advisers Act”) and
the rules thereunder. |
| f. | The Subadviser shall vote proxies relating to the Portfolio’s investment securities in accordance
with (i) the Trust’s proxy voting policies and procedures, which provide that the Subadviser shall vote all proxies relating
to securities held by the Portfolios and, subject to the Trust’s policies and procedures, shall use proxy voting policies
and procedures adopted by the Subadviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Subadviser shall
review its proxy voting activities on a periodic basis with the Trustees. |
| g. | The Subadviser shall discharge its responsibilities hereunder in compliance with (i) the Investment
Company Act and the Investment Advisers Act, and the rules and regulations adopted under each from time to time; (ii) the income
and diversification requirements of Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended
(the “Internal Revenue Code”) applicable to regulated investment companies (as defined in the Internal Revenue Code);
(iii) either of the investment thresholds specified in Rule 4.5(c)(2)(iii)(A)-(B) under Commodity Exchange Act, as amended (“CEA”);
(iv) all other federal and state laws and regulations, including without limitation, the rules of any self-regulatory organization,
that apply to the services that Subadviser provides pursuant to this Agreement; (v) the Trust’s Amended and Restated Agreement
and Declaration of Trust (the “Declaration”) and By-Laws, as each may be amended from time to time; (vi) the objectives,
policies and limitations for each Portfolio set forth in Registration Statement; (vii) such guidelines, policies and procedures
adopted by the Trustees with respect to a Portfolio or to the activities of the Subadviser under this Agreement; and (viii) any
terms and conditions of (to the extent applicable to the services that the Subadviser provides pursuant to this Agreement) exemptive
relief obtained by the Trust from the U.S. Securities and Exchange Commission (the “SEC”). The Subadviser shall maintain
compliance procedures and operational processes for each Portfolio to ensure the Portfolio’s compliance with the foregoing,
and that the Subadviser reasonably believes are adequate to ensure its compliance with applicable law. |
| 3. | COMPENSATION OF SUBADVISER |
For the services provided
to each Portfolio, the Adviser will pay the Subadviser with respect to each Portfolio the compensation specified in Appendix A
to this Agreement.
| 4. | LIABILITY OF SUBADVISER AND AFFILIATES |
The Subadviser, its
affiliates and each of their directors, officers and employees shall not be liable to the Adviser or the Trust for any error of
judgment or mistake of law or for any loss suffered by the Adviser or Trust in connection with the matters to which this Agreement
relates except for losses resulting from willful misfeasance, bad faith or gross negligence in the performance of, or from the
reckless disregard of, the duties of the Subadviser or any of its directors.
It is understood that
trustees, officers, agents and shareholders of the Trust are or may be interested in the Subadviser as trustees, officers, shareholders
or otherwise; that employees, agents and shareholders of the Subadviser are or may be interested in the Trust as trustees, officers,
shareholders or otherwise; that the Subadviser may be interested in the Trust; and that the existence
of any such dual interest shall not affect
the validity hereof or of any transactions hereunder except as otherwise provided in the Declaration and the limited liability
company agreement of the Subadviser, respectively, or by specific provision of applicable law.
The Subadviser shall
submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable
laws and regulations.
| 7. | DURATION AND TERMINATION OF AGREEMENT |
This Agreement shall
become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board
of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect
for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least
annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided
that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not
interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called
for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in
Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance,
notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities
of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust.
This Agreement may be terminated at any
time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities
of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio,
on sixty (60) days’ written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty (60) days’
written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty,
in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser
and the Trust terminates for any reason.
| 8. | PROVISION OF CERTAIN INFORMATION |
The Subadviser will
promptly notify the Adviser in writing of the occurrence of any of the following events:
| i. | the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act
or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to
perform its obligations under this Agreement; |
| ii. | the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and |
| iii. | any change in actual control or management of the Subadviser or the portfolio manager responsible
for coordinating the day-to-day management of any Portfolio. |
| 9. | SERVICES TO OTHER CLIENTS |
The Adviser understands,
and has advised the Trust’s Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser
to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser
understands, and has advised the Trust’s Board of Trustees that the Subadviser and its affiliates may give advice and take
action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken
for the Portfolio. The Subadviser is not obligated to initiate transactions for a Portfolio in any security which the Subadviser,
its partners, affiliates or employees may purchase or sell for their own accounts or other clients.
| 10. | CONSULTATION WITH OTHERS |
As required by Rule
17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning
transactions for a Portfolio in securities or other assets:
| a. | other subadvisers to a Portfolio; |
| b. | other subadvisers to a Trust portfolio; and |
| c. | other subadvisers to a portfolio under common control with the Portfolio. |
| 11. | AMENDMENTS TO THE AGREEMENT |
This Agreement may
be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust
and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in
person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with
respect to any Portfolio if a majority of the outstanding voting securities of that Portfolio vote to approve the amendment, notwithstanding
that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected
by the amendment or (b) all the portfolios of the Trust.
This Agreement contains
the entire understanding and agreement of the parties.
The headings in the
sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.
14. NOTICES
All notices required
to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or applicable
party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice
shall be deemed given on the date actually received.
Should any portion
of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
The provisions of
this Agreement shall be construed and interpreted in accordance with the laws of Massachusetts, or any of the applicable provisions
of the Investment Company Act. To the extent that the laws of Massachusetts, or any of the provisions in this Agreement, conflict
with applicable provisions of the Investment Company Act, the latter shall control.
| 17. | LIMITATION OF LIABILITY |
The Declaration, a
copy of which, together with all amendments thereto, is on file in the office of the Secretary of The Commonwealth of Massachusetts,
provides that the name “ Xxxx Xxxxxxx Exchange-Traded Fund Trust” refers to the Trustees under the Declaration collectively
as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be
held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim,
in connection with the affairs of the Trust or any portfolio thereof, but only the assets belonging to the Trust, or to the particular
Portfolio with respect to which such obligation or claim arose, shall be liable.
| 18. | CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS; MATERIAL NON-PUBLIC INFORMATION |
Except as otherwise
required pursuant to the terms and conditions of the Trust’s exemptive relief relating to the operation of the Portfolios
as exchange traded funds and any related requirements for the listing of its shares on a securities exchange, the Subadviser agrees
to treat Trust portfolio holdings as confidential information and shall comply with the Trust’s “Policy Regarding Disclosure
of Portfolio Holdings”, as such policy applies to exchange traded funds and as it may be amended from time to time. The Trust
shall provide the Subadviser with such policy and any such amendments. The Subadviser will keep in place a policy on xxxxxxx xxxxxxx,
as amended from time to time, and shall prohibit its employees from trading in violation of such policy.
Upon execution of
this Agreement, the Subadviser shall provide the Adviser with the Subadviser’s written policies and procedures (“Compliance
Policies”) as required by Rule 206(4)-7
under the Investment Advisers Act. Throughout
the term of this Agreement, the Subadviser shall promptly submit to the Adviser: (i) any material changes to the Compliance Policies,
(ii) notification of the commencement of a regulatory examination (other than written inquiries such as “sweep letters”
conducted by the SEC or exams that cannot be disclosed by law or order of the regulatory agency) of the Subadviser that relates
to services provided by the Subadviser to the Trust and a general summary of any material deficiencies of the Subadviser cited
by the applicable regulatory agency as a result of such examination to the extent such disclosure is permitted by law, and (iii)
notification of any material compliance matter that relates to the services provided by the Subadviser to the Trust, including
but not limited to any material violation of the Compliance Policies or of the Subadviser’s code of ethics and any material
deficiency relating to the services provided by the Subadviser to the Trust under this Agreement discovered as a result of any
formal internal audit conducted by Subadviser. Throughout the term of this Agreement, the Subadviser shall provide the Adviser
with certifications, information and access to personnel (including those resources that are responsible for enforcing the Compliance
Policies to permit reasonable testing of such Compliance Policies by the Adviser) that the Adviser may reasonably request to enable
the Trust to comply with Rule 38a-1 under the Investment Company Act.
This Agreement and
any amendments hereto and any notices or other communications hereunder that are required to be in writing may be in electronic
form (including without limitation by facsimile and, in the case of notices and other communications, email) and may be executed
by means of electronic signatures.
CFTC Regulation 4.7: Exemption
from certain part 4 requirements for commodity trading advisors with respect to advising qualified eligible persons: PURSUANT
TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE
OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION
DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR
DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE
OR ACCOUNT DOCUMENT.
(REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY
LEFT BLANK)
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.
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XXXX XXXXXXX INVESTMENT MANAGEMENT LLC |
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By: |
/s/ Xxx Xxxxxxxxx |
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Name: |
Xxx Xxxxxxxxx |
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Title: |
Chief Investment Officer
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MANULIFE INVESTMENT MANAGEMENT (US) LLC |
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By: |
/s/
Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
President and COO |
APPENDIX A
The Subadviser shall
serve as investment subadviser for each Portfolio of the Trust listed below. The Adviser will pay the Subadviser, as full compensation
for all services provided under this Agreement with respect to each Portfolio, the fee computed separately for each Portfolio at
an annual rate as follows (the “Subadviser Fee”):
| Portfolio |
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| Xxxx Xxxxxxx Corporate Bond ETF |
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*The term Aggregate Net
Assets includes the net assets of a Portfolio of the Trust subadvised by the Subadviser. It also includes with respect to each
Portfolio the net assets of one or more other portfolios subadvised by the Subadviser as indicated below, but in each case only
for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s).
| Trust Portfolio(s) |
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| Xxxx Xxxxxxx Corporate Bond ETF |
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For purposes of determining
Aggregate Net Assets and calculating the Subadviser Fee, the net assets of the Portfolio and each other portfolio of the Trust
are determined as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each
other fund are determined as of the close of business on the previous business day of that fund.
The Subadviser Fee for
a Portfolio shall be based on the applicable annual fee rate for the Portfolio which for each day shall be equal to the (i) the
sum of the amounts determined by applying the annual percentage rates in the table to the applicable portions of Aggregate Net
Assets divided by (ii) Aggregate Net Assets (the “Applicable Annual Fee Rate”). The Subadviser Fee for each Portfolio
shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly to the Subadviser within
30 calendar days of the end of each month. The daily fee accruals will be computed by multiplying the fraction of one over
the number of calendar days in the year by the Applicable Annual Fee Rate, and multiplying this product by the net assets of the
Portfolio. The Adviser shall provide Subadviser with
such information as Subadviser may reasonably request supporting the calculation of the fees paid to it hereunder. Fees shall be
paid either by wire transfer or check, as directed by Subadviser.
If, with respect to any Portfolio,
this Agreement becomes effective or terminates, or if the manner of determining the Applicable Annual Fee Rate changes, before
the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of
such month to the date of termination or from the beginning of such month to the date such change, as the case may be, shall
be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination or
change occurs.
