SUBADVISORY AGREEMENT (London)
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"), Western Asset Management Company, a
corporation organized under the laws of California (the
"Subadviser") and Western Asset Management Company Limited, a
corporation organized under the laws of England and Wales
("Western London").
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 Subadviser has been retained by the Manager and
the Adviser to provide certain investment advisory services to
the Trust with respect to a series of the Trust; and
WHEREAS, the Subadviser wishes to engage Western London 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:
I . In accordance with and subject to the Management
Agreement between the Trust and the Manager with respect to the
Fund (the "Management Agreement"), the Advisory Agreement between
the Manager and the Adviser with respect to the Fund (the
"Advisory Agreement"),
and the Subadvisory Agreement among the Manager, the Adviser
and the Subadviser with respect to the Fund, the Subadviser
hereby appoints Western London as investment subadviser for
that portion of the Fund's assets as shall be allocated to
Western London by the Subadviser, if any (the "Allocated
Assets"), for the period and on the terms set forth in this
Agreement. The Subadviser may, from time to time, allocate and
reallocate the Fund's assets among Western London and other
subadvisers of the Fund's assets. In addition, the Subadviser
may determine not to allocate any portion of the Fund's assets
to Western London for a period of time during the term of this
Agreement. Western London's responsibilities for providing
investment advisory services to the Fund shall be limited to the
Allocated Assets. Western London accepts such appointment and
agrees to render the services herein set forth for the
compensation herein provided.
2. The Subadviser shall cause Western London to be kept fully
informed at all times with tegard to the securities owned by the
Fund that are part of the Allocated Assets, the Fund's assets
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 Subadviser shall furnish Western London with such
documents and information with regard to the Fund's affairs as
Western London may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust's Board of
Trustees (the "Board"), the Manager, the Adviser and the
Subadviser, Western London 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 investment objectives, policies and restrictions, as stated
in the Fund's current Prospectus and Statement of Additional
Information. Western London shall, with respect to the Allocated
Assets, determine from time to time what securities and other
investments will be purchased (including, as permitted in
accordance with this paragraph, swap agreements, options and
futures), 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 (collec'tively, 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 Western London. Western London 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. Western London 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 Western London or
its affiliates exercise investment discretion. Western London 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 Western London 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 Western London 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 Western
London's authority regarding the execution of the Fund's portfolio
transactions provided herein. Western London 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. Western London 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 Western London believes
are appropriate or desirable in performing its duties under this
Agreement.
(b) The Fund hereby authorizes any entity or person
associated with Western London 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- 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, Western London 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 Western London or
its affiliates is participating, or arrange for purchases and
sales of securities between the Fund and another account advised
by Western London 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 Western London and its
directors and officers.
4. Western London may delegate to any other one or more
companies that Western London controls, is controlled by, or is
under common control with, or to specified employees of any such
companies, certain of Western London's duties under this
Agreement, provided in each case Western London will supervise
the activities of each such entity or employees thereof, that
such delegation will not relieve Western London 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. Western London 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 3la-3 under the
1940 Act, Western London 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. Western London 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) Western London, at its expense, shall supply the Board,
the officers of the Trust, the Manager, the Adviser and the
Subadviser with all information and reports reasonably required
by them and reasonably available to Western London relating to
the services provided by Western London hereunder.
(b) Western London 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, Western London shall not be
responsible for the Fund's expenses, including, without
limitation, advisory fees; distribution fees; interest; taxes;
0831200694777.2
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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 Western London or any affiliated company of Western
London, 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 Western London's
or any affiliated company's staff.
8. As compensation for the services performed by Western
London, including the services of any consultants retained by
Western London, the Subadviser shall pay Western London 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 Western London 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. Western London 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 Western London against any liability to the Manager, the
Adviser, the Subadviser, the Fund or the Fund's shareholders to
which Western London 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 "Western London" shall include any affiliates of
Western London performing services for the Trust or the Fund
contemplated hereby and the partners, shareholders, directors,
officers and employees of Western London and such affiliates.
10. Nothing in this Agreement shall limit or restrict the
right of any director, officer, or employee of Western London
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 Western
London 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 Western
London is considered at or about the same time, transactions in
such securities will be allocated among the accounts in a manner
deemed equitable by Western London. Such transactions may be
combined, in accordance with applicable laws and regulations,
and consistent with Western London'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, Western London, 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
Western London, or by Western London upon not less than 90 days'
written notice to the Fund and the Subadviser, and will be
terminated upon the mutual written consent of the Subadviser and
Western London. This Agreement shall terminate automatically in
the event of its assignment by Western London and shall not be
assignable by the Subadviser without the consent of Western
London.
14. Western London 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 or the
Trustees 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.
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
Name: ane E. Trust
Title:nt
QS INVESTORS, LLC
e:l j
Title: Business Manager
WESTERN ASSET MANAGEMENT COMPANY
By: _
Name: Xxxxxxx Xxx Xxxxxxxxx
Title: Head of New York
Operations/Client
Service/Marketing
WESTERN ASSET MANAGEMENT COMPANY
LIMITED
By:
Name: Xxx Xxxxxxxx
Title: Manager of International Legal
and Compliance
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
Name: ane E. Trust
Title:nt
QS INVESTORS,
LLC
By: _
Name: Xxxxx
Xxxxx Title:
Business Manager
WESTERN ASSET MANAGEMENT COMPANY
By.
Name: Xxxxxxx Xxx Xxxxxxxxx
Title: Head of New York Operations/Client
Service/Marketing
WESTERN ASSET MANAGEMENT COMPANY LIMITED
DBJ/ 200694777.2
7
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 Western Asset Management
Company, Limited.
XXXX XXXXX GLOBAL ASSET MANAGEMENT
TRUST
By: ,
Name:ant(E:TfUSt
Title: President
ANNEX I
This Annex I forms a part of the Subadvisory Agreement dated
as of February 25, 2010 by and between Western Asset Management
Company, a California corporation, and Western Asset Management
Company Limited ("Western London"), an entity authorized and
regulated in the United Kingdom by the Financial Services
Authority (the "FSA").
1.Western London represents, warrants and covenants that it is
authorized and regulated by the FSA.
2. Western London has classified the Trust as a Professional Client
as defined by the FSA Rules.
QS Strategic Real
Return Fund
SCHEDULE A
Date: April
1, 2016 Fee:
0.25% of the average daily net assets managed by Western Asset
Management Company,
Limited.
DB3/ 200694777 .2
