SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT ("Agreement") is made this 1st day
of April, 2016, by and among Xxxx Xxxxx Partners Fund Advisor,
LLC (the "Manager"), a Delaware limited liability company, QS
Investors, LLC, a Delaware limited liability company (the
"Adviser"), and
ClearBridge Investments, LLC, a Delaware limited liability company
(the "Subadviser").
WHEREAS, the Manager has been retained by Xxxx Xxxxx Global
Asset Management 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 a series of the Trust; and
WHEREAS, the Adviser has been retained by the Manager to
provide investment advisory, management, and administrative
services to the Trust with respect to a series of the Trust; and
WHEREAS, the Manager and the Adviser wish 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 the 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") and the Advisory Agreement between the
Manager and the Adviser with respect to the Fund (the "Advisory
Agreement"), the Manager and the Adviser hereby appoint the
Subadviser as investment subadviser for that portion of the
Fund's assets as shall be allocated to the Subadviser by the
Manager and/or Adviser from time to time, if any (the "Allocated
Assets"), for the period and on the terms set forth in this
Agreement. The Manager and/or the Adviser may, from time to time,
allocate and reallocate the Fund's assets among the Subadviser,
the Adviser and other subadvisers of the Fund's assets. In
addition, the Manager and/or the Adviser may determine not to
allocate any portion of the Fund's assets to the Subadviser for a
period of time during the term of this Agreement. The
Subadviser's responsibilities for providing investment advisory
services to the Fund shall be limited to the Allocated Assets.
The Subadviser accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
2. The Manager and the Adviser shall cause the Subadviser to be
kept fully informed at all times with regard to the securities
owned by the Fund that are part of the Allocated Assets, the
funds available, or to become available, for investment as part
of the Allocated Assets, and generally as to the condition of the
Fund's affairs. The Manager and the Adviser shall furnish the
Subadviser with such 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"), the Manager and the Adviser, the
Subadviser shall regularly provide the Fund, with respect to
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
083/ 200694781.2
investment objectives, 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 objectives, policies and restrictions of
the Fund, 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 and the rules and
regulations promulgated thereunder, the investment
program to be provided hereunder may entail 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 l l (a) of
the Exchange Act and Rule 1la2-
083/ 200694781.2
2(T) thereunder, and the Fund hereby consents to the retention
of compensation for such transactions in accordance with Rule
l la2-2(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 it purchase any securities from an underwriting or selling
group in which the Subadviser 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 the rules
and regulations promulgated thereunder 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 then-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 and the
rules and regulations promulgated thereunder.
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 3 la-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, the Manager and the Adviser
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 summary prospectuses,
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200694781.2
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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
the Fund shall receive from the Trust or the 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 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. Ifthis 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 portion of the average daily
net assets of the Fund comprising the Allocated Assets in that
period from the beginning of such month to such date of
termination, and shall be prorated according to the ratio that
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, the Adviser, the Fund or the Fund's
shareholders 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
DBJ/ 200694781.2
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. Ifthe 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 modifications or exemptions as may be
granted by the SEC by any rule, regulation or order.
12. This Agreement replaces an agreement, originally effective
as of February 26, 2010 (the "Original Effective Date"), between the
Manager, the Subadviser, and a predecessor in interest to the
Adviser. This Agreement will become effective with respect to the
Fund on the date set forth below the Fund's name on Schedule A
annexed hereto, provided that it shall have been approved by the
Board, including the separate vote of a majority of the Board
members who are not interested persons of any party to this
Agreement, and, if so required by the 1940 Act, by the
shareholders of the Fund in accordance with the requirements of
the 1940 Act. Unless sooner terminated as provided herein, 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. It is intended that each such annual approval of
continuance of this Agreement occur by the anniversary of the
Original Effective Date, except as may otherwise be permitted in
accordance with applicable law.
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,
the Manager and the Adviser, and will be terminated upon the
mutual written consent of the Manager, the Adviser 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 or the Adviser 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 portfolios 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.
DB3/ 200694781.2
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: ane E. Trust
Title:de
QS INVESTORS, LLC
..ll\
/
Title: Business Manager
CL EA R B RID &E N\/ESTMe.u-rs . LL( .
By:
Name: Xxxxxxx
Xxxxxxx Title:
Managing
Director
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 GLOBAL ASSET MANAGEMENT TRUST
By: &d
Nam . ane
E. Trust
Title:P:
id:
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.
XXXX XXXXX PAR1NERS FUND ADVISOR, LLC
By:
_ Name: Xxxx X.
Trust
Title:
President
QS INVESTORS, LLC
By
:
Name: Xxxxx
Xxxxx Title:
Business Manager
CLEARBRIDGE INVESTMENTS, LLC
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 GLOBAL ASSET MANAGEMENT TRUST
By:
_ Name: Xxxx X.
Trust
Title:
President
DB3/ 200694781.2
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7
ANNEX I
Not applicable.
083/ 200694781.2
SCHEDULE A
QS Strategic Real
Return Fund Date:
April 1, 2016
Fee:
0.35% of the average daily net assets managed by ClearBridge
Investments, LLC
083/ 200694781.2
