SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT ("Agreement") is made
this ____ day of August, 2008, by and between Xxxx Xxxxx
Partners Fund Advisor, LLC, a Delaware limited liability
company (the "Manager"), and Xxxx Xxxxx Global Asset
Allocation, LLC, a Delaware limited liability company
(the "Subadviser").
WHEREAS, the Manager has been retained by Xxxx Xxxxx
Partners Equity Trust (the "Trust"), a Maryland business
trust registered as a management investment company
under the Investment Company Act of 1940, as amended
(the "1940 Act") to provide investment advisory,
management, and administrative services to the Trust
with respect to certain series of the Trust; and
WHEREAS, the Manager wishes to engage the Subadviser
to provide certain investment advisory services to the
Trust with respect to the series of the Trust designated
in Schedule A annexed hereto (the "Fund") and Subadviser
is willing to furnish such services on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and
mutual covenants herein contained, it is agreed as
follows:
1. In accordance with and subject to the Management
Agreement between the Trust and the Manager with respect
to the Fund (the "Management Agreement"), the Manager
hereby appoints the Subadviser to act as Subadviser with
respect to the Fund for the period and on the terms set
forth in this Agreement. The Subadviser accepts such
appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. The Manager shall cause the Subadviser to be kept
fully informed at all times with regard to the
securities owned by the Fund, its funds available, or to
become available, for investment, and generally as to
the condition of the Fund's affairs. The Manager shall
furnish the Subadviser with such other documents and
information with regard to the Fund's affairs as the
Subadviser may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust's
Board of Trustees (the "Board") and the Manager, the
Subadviser shall regularly provide the Fund with respect
to such portion of the Fund's assets as shall be
allocated to the Subadviser by the Manager from time to
time (the "Allocated Assets") with investment research,
advice, management and supervision and shall furnish a
continuous investment program for the Allocated Assets
consistent with the Fund's investment objective,
policies and restrictions, as stated in the Fund's
current Prospectus and Statement of Additional
Information. The Subadviser shall, with respect to the
Allocated Assets, determine from time to time what
securities and other investments will be purchased,
retained, sold or exchanged by the Fund and what portion
of the Allocated Assets will be held in the various
securities and other investments in which the Fund
invests, and shall implement those decisions (including
the execution of investment documentation), all subject
to the provisions of the Trust's Declaration of Trust
and By-Laws (collectively, the "Governing Documents"),
the 1940 Act, and the applicable rules and regulations
promulgated thereunder by the Securities and Exchange
Commission (the "SEC") and interpretive guidance issued
thereunder by the SEC staff and any other applicable
federal and state law, as well as the investment
objective, policies and restrictions of the Fund
referred to above, and any other specific policies
adopted by the Board and disclosed to the Subadviser.
The Subadviser is authorized as the agent of the Trust
to give instructions with respect to the Allocated
Assets to the custodian of the Fund and any sub-
custodian or prime broker as to deliveries of securities
and other investments and payments of cash in respect of
securities transactions or cash margin calls for the
account of the Fund. Subject to applicable provisions of
the 1940 Act, the investment program to be provided
hereunder entails the investment of all or substantially
all of the assets of the Fund in one or more investment
companies. The Subadviser will place orders pursuant to
its investment determinations for the Fund either
directly with the issuer or with any broker or dealer,
foreign currency dealer, futures commission merchant or
others selected by it. In connection with the selection
of such brokers or dealers and the placing of such
orders, subject to applicable law, brokers or dealers
may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) to the Fund and/or the other accounts
over which the Subadviser or its affiliates exercise
investment discretion. The Subadviser is authorized to
pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio
transaction for the Fund, which is in excess of the
amount of commission another broker or dealer would have
charged for effecting that transaction, if the
Subadviser determines in good faith that such amount of
commission is reasonable in relation to the value of the
brokerage and research services provided by such broker
or dealer. This determination may be viewed in terms of
either that particular transaction or the overall
responsibilities which the Subadviser and its affiliates
have with respect to accounts over which they exercise
investment discretion. The Board may adopt policies and
procedures that modify and restrict the Subadviser's
authority regarding the execution of the Fund's
portfolio transactions provided herein. The Subadviser
shall exercise voting rights, rights to consent to
corporate action and any other rights pertaining to the
Allocated Assets subject to such direction as the Board
may provide, and shall perform such other functions of
investment management and supervision as may be directed
by the Board. The Subadviser may execute on behalf of
the Fund certain agreements, instruments and documents
in connection with the services performed by it under
this Agreement. These may include, without limitation,
brokerage agreements, clearing agreements, account
documentation, futures and options agreements, swap
agreements, other investment related agreements, and any
other agreements, documents or instruments the
Subadviser believes are appropriate or desirable in
performing its duties under this Agreement.
(b) The Fund hereby authorizes any entity or person
associated with the Subadviser which is a member of a
national securities exchange to effect any transaction
on the exchange for the account of the Fund which is
permitted by Section 11(a) of the Exchange Act and Rule
11a2-2(T) thereunder, and the Fund hereby consents to
the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
Notwithstanding the foregoing, the Subadviser agrees
that it will not deal with itself, or with members of
the Board or any principal underwriter of the Fund, as
principals or agents in making purchases or sales of
securities or other property for the account of the
Fund, nor will the Subadviser purchase any securities
from an underwriting or selling group in which it or its
affiliates is participating, or arrange for purchases
and sales of securities between the Fund and another
account advised by the Subadviser or its affiliates,
except in each case as permitted by the 1940 Act and in
accordance with such policies and procedures as may be
adopted by the Fund from time to time, and will comply
with all other provisions of the Governing Documents and
the Fund's current Prospectus and Statement of
Additional Information relative to the Subadviser and
its directors and officers.
4. The Subadviser may delegate to any other one or
more companies that the Subadviser controls, is
controlled by, or is under common control with, or to
specified employees of any such companies, certain of
the Subadviser's duties under this Agreement, provided
in each case the Subadviser will supervise the
activities of each such entity or employees thereof,
that such delegation will not relieve the Subadviser of
any of its duties or obligations under this Agreement
and provided further that any such arrangements are
entered into in accordance with and meet all applicable
requirements of the 1940 Act.
5. The Subadviser agrees that it will keep records
relating to its services hereunder in accordance with
all applicable laws, and in compliance with the
requirements of Rule 31a-3 under the 1940 Act, the
Subadviser hereby agrees that any records that it
maintains for the Fund are the property of the Fund, and
further agrees to surrender promptly to the Fund any of
such records upon the Fund's request. The Subadviser
further agrees to arrange for the preservation of the
records required to be maintained by Rule 31a-1 under
the 1940 Act for the periods prescribed by Rule 31a-2
under the 1940 Act.
6. (a) The Subadviser, at its expense, shall supply
the Board, the officers of the Trust, and the Manager
with all information and reports reasonably required by
them and reasonably available to the Subadviser relating
to the services provided by the Subadviser hereunder.
(b) The Subadviser shall bear all expenses, and
shall furnish all necessary services, facilities and
personnel, in connection with its responsibilities under
this Agreement. Other than as herein specifically
indicated, the Subadviser shall not be responsible for
the Fund's expenses, including, without limitation,
advisory fees; distribution fees; interest; taxes;
governmental fees; voluntary assessments and other
expenses incurred in connection with membership in
investment company organizations; organization costs of
the Fund; the cost (including brokerage commissions,
transaction fees or charges, if any) in connection with
the purchase or sale of the Fund's securities and other
investments and any losses in connection therewith; fees
and expenses of custodians, transfer agents, registrars,
independent pricing vendors or other agents; legal
expenses; loan commitment fees; expenses relating to
share certificates; expenses relating to the issuing and
redemption or repurchase of the Fund's shares and
servicing shareholder accounts; expenses of registering
and qualifying the Fund's shares for sale under
applicable federal and state law; expenses of preparing,
setting in print, printing and distributing prospectuses
and statements of additional information and any
supplements thereto, reports, proxy statements, notices
and dividends to the Fund's shareholders; costs of
stationery; website costs; costs of meetings of the
Board or any committee thereof, meetings of shareholders
and other meetings of the Fund; Board fees; audit fees;
travel expenses of officers, members of the Board and
employees of the Fund, if any; and the Fund's pro rata
portion of premiums on any fidelity bond and other
insurance covering the Fund and its officers, Board
members and employees; litigation expenses and any non-
recurring or extraordinary expenses as may arise,
including, without limitation, those relating to
actions, suits or proceedings to which the Fund is a
party and the legal obligation which the Fund may have
to indemnify the Fund's Board members and officers with
respect thereto.
7. No member of the Board, officer or employee of
the Trust or Fund shall receive from the Trust or Fund
any salary or other compensation as such member of the
Board, officer or employee while he is at the same time
a director, officer, or employee of the Subadviser or
any affiliated company of the Subadviser, except as the
Board may decide. This paragraph shall not apply to
Board members, executive committee members, consultants
and other persons who are not regular members of the
Subadviser's or any affiliated company's staff.
8. As compensation for the services performed by the
Subadviser, including the services of any consultants
retained by the Subadviser, the Manager shall pay the
Subadviser out of the management fee it receives with
respect to the Fund, and only to the extent thereof, as
promptly as possible after the last day of each month, a
fee, computed daily at an annual rate set forth on
Schedule A annexed hereto. The first payment of the fee
shall be made as promptly as possible at the end of the
month succeeding the effective date of this Agreement,
and shall constitute a full payment of the fee due the
Subadviser for all services prior to that date. If this
Agreement is terminated as of any date not the last day
of a month, such fee shall be paid as promptly as
possible after such date of termination, shall be based
on the average daily net assets of the Fund or, if less,
the portion thereof comprising the Allocated Assets in
that period from the beginning of such month to such
date of termination, and shall be that proportion of
such average daily net assets as the number of business
days in such period bears to the number of business days
in such month. The average daily net assets of the Fund
or the portion thereof comprising the Allocated Assets
shall in all cases be based only on business days and be
computed as of the time of the regular close of business
of the New York Stock Exchange, or such other time as
may be determined by the Board.
9. The Subadviser assumes no responsibility under
this Agreement other than to render the services called
for hereunder, in good faith, and shall not be liable
for any error of judgment or mistake of law, or for any
loss arising out of any investment or for any act or
omission in the execution of securities transactions for
the Fund, provided that nothing in this Agreement shall
protect the Subadviser against any liability to the
Manager or the Fund to which the Subadviser would
otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its
obligations and duties hereunder. As used in this
Section 9, the term "Subadviser" shall include any
affiliates of the Subadviser performing services for the
Trust or the Fund contemplated hereby and the partners,
shareholders, directors, officers and employees of the
Subadviser and such affiliates.
10. Nothing in this Agreement shall limit or
restrict the right of any director, officer, or employee
of the Subadviser who may also be a Board member,
officer, or employee of the Trust or the Fund, to engage
in any other business or to devote his time and
attention in part to the management or other aspects of
any other business, whether of a similar nature or a
dissimilar nature, nor to limit or restrict the right of
the Subadviser to engage in any other business or to
render services of any kind, including investment
advisory and management services, to any other fund,
firm, individual or association. If the purchase or sale
of securities consistent with the investment policies of
the Fund or one or more other accounts of the Subadviser
is considered at or about the same time, transactions in
such securities will be allocated among the accounts in
a manner deemed equitable by the Subadviser. Such
transactions may be combined, in accordance with
applicable laws and regulations, and consistent with the
Subadviser's policies and procedures as presented to the
Board from time to time.
11. For the purposes of this Agreement, the Fund's
"net assets" shall be determined as provided in the
Fund's then-current Prospectus and Statement of
Additional Information and the terms "assignment,"
"interested person," and "majority of the outstanding
voting securities" shall have the meanings given to them
by Section 2(a) of the 1940 Act, subject to such
exemptions as may be granted by the SEC by any rule,
regulation or order.
12. This Agreement will become effective with
respect to the Fund on the date set forth opposite the
Fund's name on Schedule A annexed hereto, provided that
it shall have been approved by the Trust's Board and, if
so required by the 1940 Act, by the shareholders of the
Fund in accordance with the requirements of the 1940 Act
and, unless sooner terminated as provided herein, will
continue in effect through August __, 2010. Thereafter,
if not terminated, this Agreement shall continue in
effect with respect to the Fund, so long as such
continuance is specifically approved at least annually
(i) by the Board or (ii) by a vote of a majority of the
outstanding voting securities of the Fund, provided that
in either event the continuance is also approved by a
majority of the Board members who are not interested
persons of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on
such approval.
13. This Agreement is terminable with respect to the
Fund without penalty by the Board or by vote of a
majority of the outstanding voting securities of the
Fund, in each case on not more than 60 days' nor less
than 30 days' written notice to the Subadviser, or by
the Subadviser upon not less than 90 days' written
notice to the Fund and the Manager, and will be
terminated upon the mutual written consent of the
Manager and the Subadviser. This Agreement shall
terminate automatically in the event of its assignment
by the Subadviser and shall not be assignable by the
Manager without the consent of the Subadviser.
14. The Subadviser agrees that for any claim by it
against the Fund in connection with this Agreement or
the services rendered under this Agreement, it shall
look only to assets of the Fund for satisfaction and
that it shall have no claim against the assets of any
other series of the Trust.
15. 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, and no material amendment of the
Agreement shall be effective until approved, if so
required by the 1940 Act, by vote of the holders of a
majority of the Fund's outstanding voting securities.
16. This Agreement, and any supplemental terms
contained on Annex I hereto, if applicable, embodies the
entire agreement and understanding between the parties
hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof.
Should any part of this Agreement be held or made
invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding on and shall
inure to the benefit of the parties hereto and their
respective successors.
17. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance
with the laws of the State of New York.
[signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their officers
thereunto duly authorized.
XXXX XXXXX
PARTNERS FUND
ADVISOR, LLC
By:
______________
______________
___________
Name:
Title:
XXXX XXXXX
GLOBAL ASSET
ALLOCATION,
LLC
By:
______________
______________
__________
Name:
Title:
The foregoing is acknowledged:
The undersigned officer of the Trust has executed
this Agreement not individually but in his/her capacity
as an officer of the Trust. The Trust does not hereby
undertake, on behalf of the Fund or otherwise, any
obligation to the Subadviser.
XXXX XXXXX
PARTNERS
EQUITY TRUST
By:
______________
______________
______________
_
Name:
Title:
ANNEX I
Not applicable.
SCHEDULE A
Xxxx Xxxxx Partners Target Retirement 2025
Date:
August __, 2008
Fee:
None.
