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 Fund
Date:
August __, 2008
Fee:
None.
1521595.1
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