ADVISORY AGREEMENT
This ADVISORY AGREEMENT ("Agreement") is made this 1st day
of April, 2016, by and between Xxxx Xxxxx Partners Fund
Advisor, LLC, a Delaware limited liability company (the
"Manager"), and QS Investors, LLC, a Delaware limited liability
company (the "Adviser").
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 Manager wishes to engage the Adviser 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 Adviser 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 Adviser to act as investment adviser with respect to
the Fund for the period and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation
herein provided.
2. The Manager shall cause the Adviser to be kept fully
informed at all times with regard to the securities owned by the
Fund, the funds available, or to become available, for
investment, and generally as to the condition of the Fund's
affairs. The Manager shall furnish the Adviser with such documents
and information with regard to the Fund's affairs as the Adviser
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 Adviser shall
regularly provide the Fund, with respect to such portion of the
Fund's assets as shall be allocated to the Adviser 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 objectives, policies and restrictions,
as stated in the Fund's current Prospectus and Statement of
Additional Information. The Adviser 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
Adviser. The Adviser 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 any or all of
the assets of the Fund in one or more investment companies. The
Adviser 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. Inconnection 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 Adviser or its
affiliates exercise investment discretion. The Adviser 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 ifthe Adviser 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 Adviser 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 Adviser's authority regarding the
execution of the Fund's portfolio transactions provided herein.
The Adviser 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 Adviser 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 Adviser
believes are appropriate or desirable in performing its duties
under this Agreement.
(b) Subject to the supervision of the Board and the Manager and
the provisions of Paragraph 3(a) above, the Adviser 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 Adviser deems appropriate, in an effort to enable the Fund
to achieve its investment goals. Inaddition, the Adviser will
monitor compliance of each 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 Adviser shall also perform such other functions
of management and supervision as may be requested by the Manager
and agreed to by the Adviser.
(c) Subject to the supervision of the Board and the Manager,
the Adviser also shall provide the investment advisory services
described in Paragraph 3(a) for a portion of the Fund's assets,
as described in the Fund's current Prospectus and Statement of
Additional Information (the "QS Investors Portfolio").
(d) Subject to the supervision of the Board and the Manager,
the Adviser also shall provide management services to Real
Return Fund Ltd., a wholly-owned subsidiary of the Fund,
pursuant to the terms of the contract attached as Appendix A.
(e) The Fund hereby authorizes any entity or person associated
with the Adviser 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 l la2- 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 Adviser 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 Adviser or its affiliates is participating, or
arrange for purchases and sales of securities between the Fund
and another account advised by the Adviser 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 Adviser and
its directors and officers.
4. (a) With respect to the Fund, the Adviser must enter into a
contract ("Investment Subadvisory Agreement") with the Manager and
one or more investment subadvisers, including without limitation,
affiliates of the Adviser, in which the Adviser delegates to such
investment subadviser(s) all of its duties specified in Paragraph
3(a) hereunder with respect to the Allocated Assets that are not
part of the QS Investors Portfolio, on such terms as the Adviser
will determine to be necessary, desirable or appropriate, provided
that in each case the Adviser shall supervise the activities of
each such subadviser, that such delegation will not relieve the
Adviser of any of its duties or obligations under this Agreement
and further provided that such subadviser is subject to all the
conditions to which the Adviser 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 Adviser
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. In the event that an
Investment Subadvisory Agreement with an investment subadviser is
terminated, the Adviser will seek to allocate any assets under the
day-to-day management of such investment subadviser to another
investment subadviser. Subject to any duties it may have under
applicable law, the Adviser does not intend at any time to provide
day-to-day portfolio management services with respect to any
assets of the Fund that are not part of the QS Investors
Portfolio. In addition, the Adviser may delegate to any other one
or more companies that the Adviser controls, is controlled by, or
is under common control with, or to specified employees of any
such companies, certain other of the Adviser's duties under this
Agreement, provided in each case the Adviser will supervise the
activities of each such entity or employees thereof, that such
delegation will not relieve the Adviser of any of
its duties or obligations under this Agreement and provided further
that any such arrangements are
083/ 200690915.2
entered into in accordance with and meet all applicable
requirements of the 1940 Act and the rules and regulations
promulgated thereunder.
(b) Subject to the approval of the Manager, the Adviser may
enter into or assent to contracts between any investment
subadviser contracted under Paragraph 4(a) ("First Tier
Subadviser")
and one or more investment subadvisers, including without
limitation, affiliates of the Manager, Adviser and First Tier
Subadviser, in which the First Tier Subadviser delegates to such
investment subadvisers any or all of its duties, on such terms as
the First Tier Subadviser will determine to be necessary,
desirable or appropriate, provided that in each case the First
Tier Subadviser shall supervise the activities of each such
subadviser, that such delegation will not relieve the Adviser of
any of its duties or obligations under this Agreement and further
provided that such contracts impose on such investment subadviser
all the conditions to which the Adviser 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.
5. The Adviser 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 Adviser 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 Adviser 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 3 la-2 under the 1940 Act.
6. (a) The Adviser, 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 Adviser relating to the services
provided by the Adviser hereunder.
(b) The Adviser 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 Adviser 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
083/ 200690915.2
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 Adviser or any affiliated company of the
Adviser, 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 Adviser's or any affiliated company's staff.
8. As compensation for the services performed by the Adviser,
including the services of any consultants retained by the
Adviser, the Manager shall pay the Adviser 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 Adviser 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 Adviser 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 Adviser against any liability to
the Manager or the Fund or the Fund's shareholders to which the
Adviser 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 "Adviser" shall include any affiliates of the Adviser
performing services for the Trust or the Fund contemplated
hereby and the partners, shareholders, directors, officers and
employees of the Adviser and such affiliates.
10. Nothing in this Agreement shall limit or restrict the right
of any director, officer, or employee of the Adviser 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 Adviser 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
083/ 200690915.2
the investment policies of the Fund or one or more other accounts
of the Adviser 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 Adviser. Such transactions may be combined, in accordance
with applicable laws and regulations, and consistent with the
Adviser'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 and a predecessor in interest to the Adviser. This
Agreement will become effective with respect to the Fund on the
date set forth under 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
Adviser, or by the Adviser 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 Adviser. This
Agreement shall terminate automatically in the event of its
assignment by the Adviser and shall not be assignable by the
Manager without the consent of the Adviser.
14. The Adviser 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.
083/ 200690915.2
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.
083/ 200690915.2
IN WI1NESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.
Title: President
QS
By:-*-f.;.::1'4-
Name: Xxxxx
Xxxxx Title:
Business Manager
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.
Title: President
DBJ/ 200690915 .2
7
ANNEX I
Not applicable.
SCHEDULE A
QS Strategic Real
Return Fund Date:
April 1, 2016
Fee: 0.20% of the Fund's average daily net assets
APPENDIX A
[Cayman Subsidiary Management Agreement]
