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 Western Asset Management
Company, a California corporation (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
Sub adviser 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
DB3/ 200694787.2
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) Subject to the supervision of the Board, the Manager and
the Adviser and the provisions of Paragraph 3(a) above, the
Subadviser shall assess the Fund's investment focus and make and
implement decisions with respect to the allocation and
reallocation of the Fund's assets among
one or more investment subadvisers from time to time, as the
Subadviser deems appropriate, in an effort to enable the Fund to
achieve its investment goals. In addition, the Subadviser will
monitor compliance of each such investment subadviser with the
investment objectives, policies and restrictions of the Fund (or
portion of the Fund) under the management of such investment
subadviser, and review and report to the Board on the performance
of each investment subadviser. The Subadviser shall also perform
such other functions of management and supervision as may be
requested by the Manager and Adviser and agreed to by the
Subadviser.
(c) 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 1l(a)
of the Exchange Act and Rule 1la2- 2(T) thereunde, and the Fund
hereby consents to the retention of compensation for such
transactions in accordance with Rule 1la2-2(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. With respect to any or all of the Allocated Assets, the
Subadviser, with the consent of the Manager and the Adviser, may
enter into a contract ("Foreign Subadvisory Agreement") with one
or more investment subadvisers, including without limitation,
affiliates of the Subadviser, in which the Subadviser delegates to
such investment subadviser(s) all of its duties specified in
Paragraph 3(a) hereunder, on such terms as the Subadviser will
determine to be necessary, desirable or appropriate, provided that
in each case the Subadviser shall supervise the activities of each
such subadviser, that such delegation will not relieve the
Subadviser of any of its duties or obligations under this
Agreement with respect to the Allocated Assets or otherwise, and
further provided that such subadviser is subject to all the
conditions to which the Subadviser is subject hereunder in
connection with the delegated duties and that such contracts
impose on such investment subadviser(s) all the conditions to
which the Subadviser is subject hereunder in connection with the
delegated duties and that such contracts are entered into in
accordance with and meet all applicable requirements of the 1940
Act and the rules and regulations promulgated
thereunder. Subject to any duties it may have under applicable
law, the Subadviser does not intend at any time to provide day-to-
day portfolio management services with respect to any assets of
the Fund that have been allocated to an investment subadviser
pursuant to this Paragraph 4 and Paragraph 3(b). In addition, 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
DBJ/ 200694787.2
- 3
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 0 xx-
0 xxxxx xxx 0000 Xxx.
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, 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 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.
00.Xx 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.
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
NamJane
RTTUst Title:
President
QS INVESTORS, LLC
Title: Business Manager
WESTERN ASSET MANAGEMENT COMPANY
By:
Name: Xxxxxxx Xxx Xxxxxxxxx
Title: Head of New York
Operations/Client
Service/Marketing
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
Nam e E.
Trust Title.
President
IN WI1NESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.
XXXX XXXXX PARTNERS FUND ADVISOR, LLC
Nam : e E. T t
TitleP:i
dent
QS INVESTORS, LLC
By:
_ Name: Xxxxx Xxxxx
Title: Business Manager
WESTERN ASSET MANAGEMENT COMPANY
By
Nam t
Title: Head of New York
Operations/Client
Service/Marketing
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
Nam : ane E.
Trust Title:Pf
esi:
DB3/ 200694787.2
7
ANNEX I
Not applicable.
083/ 200694787.2
SCHEDULE A
QS Strategic Real
Return Fund Date:
April 1, 2016
Fee:
0.25% of the average daily net assets managed by Western Asset
Management Company
083/ 200694787.2