MANAGEMENT AGREEMENT
EnTrustPermal Management LLC
This MANAGEMENT AGREEMENT ("Agreement") is made this day
of , 2016, by and between Xxxx Xxxxx Partners Equity Trust (the
"Trust") and EnTrustPermal Management LLC, a Delaware limited liability
company (the "Manager").
WHEREAS, the Trust is a Maryland statutory trust registered as a
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Manager is engaged primarily in rendering investment
advisory and management services and is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Advisers Act");
WHEREAS, the Trust wishes to retain the Manager to provide trading,
investment advisory and management services to the Trust with respect to the
series of the Trust designated in Schedule A annexed hereto (the "Fund"); and
WHEREAS, the Manager 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. The Trust hereby appoints the Manager to act as investment adviser of
the Fund for the period and on the terms set forth in this Agreement. The
Manager accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. The Fund shall at all times keep the Manager fully informed with
regard to the securities, Commodity Interests (as defined in paragraph 3) and
other investments owned by it, its funds available, or to become available,
for investment, and generally as to the condition of its affairs. It shall
furnish the Manager with such other documents and information with regard to
its affairs as the Manager may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust's Board of Trustees (the
"Board"), the Manager shall regularly provide the Fund with investment
research, advice, management and supervision and shall furnish a continuous
investment program for the Fund's portfolio of securities, Commodity
Interests and other investments consistent with the Fund's investment
objectives, policies and restrictions, as stated in the Fund's current
Prospectus and Statement of Additional Information. For purposes of this
Agreement, Commodity Interests include commodity futures (including futures
on broad-based securities indexes or interest rate futures), forward
contracts, foreign exchange transactions, options on commodity futures,
swaps, swaptions and certain other instruments regulated by the Commodity
Futures Trading Commission (the "CFTC"). The Manager shall determine from
time to time what securities, Commodity Interests and other investments will
be purchased, retained, sold or exchanged by the Fund and what portion of the
assets of the Fund's portfolio will be held in the various securities,
Commodity Interests 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, the Commodity Exchange Act, as amended (the "CEA") and the
applicable rules and regulations promulgated by the Securities and Exchange
Commission (the "SEC") and the CFTC and interpretive guidance issued by the
SEC staff and the CFTC staff, any exemptive orders or other relief issued by
the SEC or the CFTC applicable to the Fund, any other applicable federal and
state law, the investment objectives, policies and restrictions of the Fund
referred to above, and any other specific policies adopted by the Board and
disclosed to the Manager. The Manager is authorized as the agent of the Trust
to give instructions to the custodian of the Fund (the "Custodian") and any
Fund sub-custodian or prime broker as to deliveries of securities, Commodity
Interests and other investments and payments of cash in respect of
transactions or cash margin calls for the account of the Fund. Subject to
applicable provisions of the 1940 Act and direction from the Board, 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. To the extent not delegated to a subadviser, commodity trading
advisor ("CTA") or commodity pool operator ("CPO"), the Manager 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, counterparty 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 Manager
or its affiliates exercise investment discretion. The Manager 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 Manager 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 that the Manager 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 Manager's authority regarding the execution of the Fund's
portfolio transactions provided herein. The Manager shall also provide advice
and recommendations with respect to other aspects of the business and affairs
of the Fund, shall exercise voting rights, rights to consent to corporate
action and any other rights pertaining to the Fund's portfolio securities
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 Manager 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, repurchase agreements, reverse repurchase agreements,
clearing agreements, account documentation, futures and option agreements,
swap agreements, limited partnership agreements, derivative master
agreements, other investment-related agreements, and any other agreements,
documents, schedules, annexes, instruments, releases, consents, elections and
confirmations the Manager believes are appropriate or desirable in performing
its duties under this Agreement.
(b) Subject to the direction and control of the Board, the Manager shall
perform such management services as may from time to time be reasonably
requested by the Fund as necessary for the provision of investment and
trading advisory and related services to the Fund, such as (i) oversight of
the Fund's subadvisers, CTAs and CPOs; (ii) providing certain
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compliance and regulatory reporting services, and (iii) providing assistance
with the preparation of Board materials, registration statements, proxy
statements and reports and other communications to shareholders.
Notwithstanding the foregoing, the Manager shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
distribution of the shares of the Fund, nor shall the Manager be deemed to
have assumed or have any responsibility with respect to functions
specifically assumed by the Custodian or any transfer agent, fund accounting
agent, fund administrator, shareholder servicing agent or other agent, in
each case employed by the Fund to perform such functions.
(c) The Fund hereby authorizes any entity or person associated with the
Manager, 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 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund
hereby consents to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the
Manager 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 Manager or its affiliates is participating, or arrange for
purchases and sales of securities between the Fund and another account
advised by the Manager or its affiliates, except in each case as permitted by
the 1940 Act 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 Manager and its
directors and officers.
(d) The Fund may establish one or more wholly-owned subsidiaries of the
Fund through which it may conduct a significant portion of its investments in
Commodity Interests.
(e) When the Fund adopts policies, procedures or restrictions to the
Governing Documents, and amendments or revisions thereto, the Fund will
provide the documents to the Manager in advance of their implementation.
4. Subject to the Board's approval and consistent with the 1940 Act and
any SEC exemptive relief or guidance thereunder, the Manager or the Fund may
enter into, or terminate, contracts with one or more subadvisers, CTAs or
CPOs, including without limitation, affiliates of the Manager, in which the
Manager delegates to such subadvisers, CTAs or CPOs any or all its duties
specified hereunder, on such terms as the Manager will determine to be
necessary, desirable or appropriate, provided that in each case the Manager
shall supervise the activities of each such subadviser, CTA or CPO and
further provided that such contracts impose on any subadviser, CTA or CPO
bound thereby all the conditions to which the Manager is subject hereunder
and that such contracts are entered into in accordance with and meet all
applicable requirements of the 1940 Act and the CEA. The Manager shall have
the authority to allocate all or a portion of the Fund's assets for portfolio
management purposes among subadvisers, CTAs and CPOs.
5. (a) The Manager, at its expense, shall supply the Board and officers
of the Trust with all information and reports reasonably required by them and
reasonably available to the Manager and, to the extent not provided by other
parties, shall furnish the Fund with office facilities, including space,
furniture and equipment and all personnel reasonably necessary for the
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operation of the Fund. With respect to the Fund's transactions in securities,
Commodity Interests and other investments, the Manager shall oversee the
maintenance of all books and records in accordance with all applicable
federal and state laws and regulations, except to the extent arrangements
have been made for such books and records to be maintained by any fund
administrator or other agent of the Fund. In compliance with the requirements
of Rule 31a-3 under the 1940 Act, the Manager 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 Manager further agrees to arrange for the preservation of the
records required to be maintained hereunder in accordance with all applicable
laws and resolutions, including compliance with the requirements of Rules
31a-1 and 31a-2 under the 1940 Act and CFTC Rule 4.23. The Manager shall
authorize and permit any of its directors, officers and employees, who may be
elected as Board members or officers of the Fund, to serve in the capacities
in which they are elected.
(b) The Manager 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
Manager shall not be responsible for the Fund's expenses, including, without
limitation: advisory fees; distribution fees; interest; taxes; governmental
fees; third-party risk management, collateral management and fund compliance
reporting expenses; voluntary assessments and other expenses incurred in
connection with membership in investment company organizations;
organizational 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, Commodity Interests and other investments and any
losses in connection therewith; fees, costs and expenses associated with any
prime brokerage arrangement (including the costs of any securities borrowing
arrangement), tri-party custody arrangements; acquired fund fees and
expenses; Form CPO-PQR filings that relate to the Fund; costs of forming and
maintaining subsidiaries; dividend and interest expenses on securities sold
short; fees and expenses of custodians, administrators, transfer agents,
registrars, independent pricing vendors or other agents; Fund legal expenses;
loan commitment fees; 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 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.
6. The Manager may delegate some or all of its duties under this
Agreement to affiliated investment advisers or other service providers (each
a "Manager-Delegatee"); provided, however, that (i) the Manager provides
prior written notice to the Fund and the Fund consents in writing, (ii) any
delegation of advisory duties is subject to and conditioned on the approval
of the
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Board and/or the Fund's shareholders as may be required pursuant to Xxxxxxx
00 xx xxx 0000 Xxx, (xxx) any such delegation complies with applicable
exemptive relief, rule or no-action position on which the Fund relies; (iv)
no additional charges, fees or other compensation will be paid by the Fund
for such services, (v) the Manager hereby agrees to advise the Fund of any
changes required to be made to the disclosure in the Fund's registration
statement relating to the Fund's portfolio managers provided by the Manager
or any Manager-Delegatee, and (vi) the Manager at all times remains liable to
the Fund for its obligations hereunder regardless of whether services
hereunder are provided by the Manager or any Manager-Delegatee. To the extent
that such delegation occurs, references to the Manager herein also shall be
deemed to include reference to any Manager-Delegatee, as the context may
require.
7. No member of the Board, officer or employee of the Trust or Fund shall
receive from the Trust or 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 Manager or any affiliated company of
the Manager, 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 Manager's or any affiliated company's
staff.
8. As compensation for the services performed and the expenses assumed by
the Manager, the Fund shall pay the Manager, within five (5) days 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 within
five (5) days after the end of the month succeeding the effective date of
this Agreement. If this Agreement is terminated as of any date not the last
day of a month, such fee shall be paid within five (5) days after the end of
the month of termination and shall be pro rated based upon the number of days
in such month for which this Agreement was effective bears to the total
number of days in such month; provided, however, that if the Fund invests all
or substantially all of its assets in another registered investment company
for which the Manager or an affiliate of the Manager serves as investment
adviser or investment manager, the annual fee computed as set forth on such
Schedule A shall be reduced by the aggregate management fees allocated to
that Fund for the Fund's then-current fiscal year from such other registered
investment company. The average daily net assets of the Fund 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 Manager represents and warrants that it: (i) is registered as an
investment adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act, the Advisers Act, the CEA or other law,
regulation or order from performing the services contemplated by this
Agreement; (iii) has reviewed the requirements for registration as a CPO
under the CEA and is either registered as a CPO and a member of the National
Futures Association (the "NFA") or is relying on an exemption or exclusion
from registration as a CPO or is subject to exemptive relief by the CFTC from
being a CPO with respect to the Fund; (iv) has adopted and implemented a
written code of ethics complying with requirements of Rule 17j-1 under the
1940 Act; (v) has the authority to enter into and perform the services
contemplated by this Agreement; and (vi) has taken all necessary corporate
action to authorize the execution, delivery and performance of this
Agreement.
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10. Except as may otherwise be provided by the 1940 Act, the CEA or any
other federal securities law, neither the Manager nor any of its partners,
shareholders, directors, officers and employees or the partners,
shareholders, directors, officers and employees of any affiliates performing
services for the Trust or Fund contemplated hereby (collectively, "Manager
Affiliates") shall be liable for any losses, claims, damages, liabilities or
litigation (including legal and other expenses) ("Losses") incurred or
suffered by the Trust as a result of any act or omission of the Manager or
the Manager Affiliates with respect to the Fund, except that nothing in this
Agreement shall operate or purport to operate in any way to exculpate, waive
or limit the liability of the Manager or the Manager Affiliates for any and
all Losses to which the Trust, all affiliated persons thereof (within the
meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as
described in Section 15 of the Securities Act of 1933, as amended (the "1933
Act")) (collectively, "Trust Affiliates") may become subject under the 1933
Act, the 1940 Act, the Advisers Act, the CEA, or under any other statute, or
common law or otherwise arising out of or based on any willful misconduct,
bad faith, reckless disregard or gross negligence of the Manager in the
performance of any of its duties or obligations hereunder.
11. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Manager 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 Manager 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. If the purchase or sale of securities, Commodity
Interests and other investments consistent with the investment policies of
the Fund or one or more other accounts of the Manager is considered at or
about the same time, transactions in such securities, Commodity Interests and
other investments will be allocated among the accounts in a manner deemed
equitable by the Manager. Such transactions may be combined, in accordance
with applicable laws and regulations, and consistent with the Manager's
policies and procedures as presented to the Board from time to time.
12. 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 exemptions as may be
granted by the SEC by any rule, regulation or order.
13. 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 Trust's Board and by the shareholders
of the Fund in accordance with the requirements of the 1940 Act and, unless
sooner terminated as provided herein, will continue in effect through the
second anniversary of the date of effectiveness. Thereafter, if not
terminated, 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.
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14. 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 Manager, or by the Manager upon not less than 90 days'
written notice to the Fund, and will be terminated upon the mutual written
consent of the Manager and the Trust. This Agreement shall terminate
automatically in the event of its assignment by the Manager and shall not be
assignable by the Trust without the consent of the Manager.
15. The Manager agrees that for services rendered to the Fund, or for any
claim by it in connection with services rendered to the Fund, 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. The undersigned
officer of the Trust has executed this Agreement not individually, but as an
officer under the Trust's Declaration of Trust and the obligations of this
Agreement are not binding upon any of the Trustees, officers or shareholders
of the Trust individually.
16. 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.
17. This Agreement 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. This Agreement may be
executed simultaneously in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
18. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of New York.
[signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
XXXX XXXXX PARTNERS EQUITY
TRUST
By:
Name:
Title:
ENTRUSTPERMAL MANAGEMENT LLC
By:
Name:
Title:
8
Schedule A
Permal Alternative Select Fund
Date:
, 2016
Fee:
1.90% of the Fund's average daily net assets
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