SUBADVISORY AGREEMENT (Japan)
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 Ltd., a corporation organized
under the laws of Japan ("Western Japan").
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 Japan 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. Inaccordance 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 Japan as investment subadviser
for that portion of the Fund's assets as shall be allocated to
Western Japan by the Subadviser, if any (the "Allocated Assets"),
for the period and o the terms set forth in this Agreement. The
Subadviser may, from time to time, allocate and reallocate the
Fund's assets among Western Japan and other subadvisers of the
Fund's assets. Inaddition, the Subadviser may determine not to
allocate any portion of the Fund's assets to Western Japan for a
period of time during the term of this Agreement. Western Japan's
responsibilities for providing investment advisory services to the
Fund shall be limited to the Allocated Assets. Western Japan
accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.
2. The Subadviser shall cause Western Japan 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 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 Japan with such
documents and information with regard to the Fund's affairs as
Western Japan may from time to time reasonably request.
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3. (a) Subject to the supervision of the Trust's Board of
Trustees (the "Board"), the Manager, the Adviser and the
Subadviser, Western Japan 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 Japan 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
(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 Western Japan. Western Japan 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 Japan 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 Western Japan or its
affiliates exercise investment discretion. Western Japan 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 Japan 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 Japan 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 Japan's authority regarding the
execution of the Fund's portfolio transactions provided herein.
Western Japan 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 Japan 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 Japan believes are appropriate
or desirable in performing its duties under this Agreement.
(b) The Fund hereby authorizes any entity or person
associated with Western Japan 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 1l a2- 2(T) thereunder, and the Fund
hereby consents to the retention of compensation for such
transactions in accordance with Rule 1l a2-2(T)(a)(2)(iv).
Notwithstanding the foregoing, Western Japan 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 Japan or its
affiliates is participating, or arrange for purchases and sales
of securities between the Fund and another account advised by
Western Japan 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 Japan and its directors and
officers.
4. Western Japan may delegate to any other one or more companies
that Western Japan controls, is controlled by, or is under common
control with, or to specified employees of any such companies,
certain of Western Japan's duties under this Agreement, provided
in each case Western Japan will supervise the activities of each
such entity or employees thereof, that such delegation will not
relieve Western Japan 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 Japan 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 Japan 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 Japan 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 Japan, 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 Japan relating to the
services provided by Western Japan hereunder.
(b) Western Japan 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 Japan 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 Western Japan or any affiliated company of Western
Japan, 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 Japan's
or any affiliated company's staff.
8. As compensation for the services performed by Western Japan,
including the services of any consultants retained by Western
Japan, the Subadviser shall pay Western Japan 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 Japan 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 Japan 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 oflaw, 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 Japan against any liability to the Manager,
the Adviser, the Subadviser, the Fund or the Fund's shareholders
to which Western Japan 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
0, xxx
xxxx "Xxxxxxx Xxxxx" shall include any affiliates of Western
Japan performing services for the Trust or the Fund contemplated
hereby and the partners, shareholders, directors, officers and
employees of Western Japan and such affiliates.
10. Nothing in this Agreement shall limit or restrict the
right of any director, officer, or employee of Western Japan 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 Japan 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 Japan 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 Japan. Such transactions may be
combined, in accordance with applicable laws and regulations,
and consistent with Western Japan'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 Japan, 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
pennitted 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 Japan, or by Western Japan 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 Japan. This Agreement shall terminate automatically in
the event of its assignment by Western Japan and shall not be
assignable by the Subadviser without the consent of Western
Japan.
14. Western Japan 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.
083/ 200694792 .2
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: _/.) 1.,1;&_>1i
Nam Trust
Title: President
QS INVESTORS, LLC
By: J tM rv
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, LTD
By:
Name: Naoya Orime
Title: Representative Director, Tokyo
DBJ/ 200694792 .2
- 7
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: , 1 -xx
Xxx : e E. -
Titl :esident
QS INVESTORS,
LLC
By: _
Name: Xxxxx Xxxxx
Title:Business
Manager
WESTERN ASSET MANAGEMENT COMPANY
WESTERN ASSET MANAGEMENT COMPANY, LID
..:T. u
Title: Representative Director, Tokyo
083/ 200694792.2
-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, Ltd.
XXXX XXXXX GLOBAL ASSET MANAGEMENT TRUST
By:
Nam : xxxx X. Trust
Title:P:Sint
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 Ltd. ("Western Japan"), an entity authorized and regulated
in Japan by the Japanese Securities and Exchange Surveillance
Commission (SESC).
1. Western Japan shall not offer any special benefit to the
Subadviser in connection with performance of this Agreement,
and the Subadviser shall not request any special benefit from
Western Japan.
2. Section 9 of this Agreement shall not be deemed to limit Western
Japan's obligations under the Japanese Financial Instruments and
Exchange Law to perform its duties to its customers faithfully and
with the care of a prudent manager.
3. The Subadviser shall be liable for any damages or losses
suffered by Western Japan due to the Subadviser's willful
misconduct or gross negligence or the Subadviser's failure to
perform its duties hereunder.
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,
Ltd.
DB3/ 200694792 .2
