SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT ("Agreement")
is made this lst 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
"Subadviser").
WHEREAS, the Manager has been retained by
Xxxx Xxxxx Partners Equity 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 certain
series of the Trust; and
WHEREAS, the Manager wishes to engage the Subadviser
to provide certain investment
advisory services to the Trust with respect to the series of
the Trust designated in
Schedule A annexed hereto (the "Fund") and 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 Manager hereby
appoints the Subadviser to act as Subadviser
with respect to the Fund for the period and on
the terms set forth in this Agreement.
The Subadviser accepts such appointment
and agrees to
render the services herein set forth, for
the compensation herein provided.
2. The Manager shall cause the
Subadviser to be kept fully informed at all times
with regard to the securities owned by the Fund,
its funds available, or to become available,
for investment, and generally as to the condition
of the Fund's affairs. The Manager shall
furnish the Subadviser with such other documents
and information with regard to the Fund's
affairs as the Subadviser may from time to time
reasonably request.
3. (a) Subject to the supervision
of the Trust's Board of Trustees (the
"Board") and the Manager, the Subadviser shall
regularly provide the Fund with respect to such
portion of the Fund's assets as shall be allocated
to the Subadviser 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 Subadviser 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
referred to above, and any other specific
policies adopted by the Board and disclosed to the
Subadviser. The Subadviser is authorized as
the agent of the Trust to give instructions
with respect to the Allocated Assets to the custodian
of the Fund as to deliveries of
securities and other
DB3/ 200691227.2
investments and payments of cash for the account of the
Fund. Subject to applicable provisions
of the 1940 Act, the investment program to be provided
hereunder may entail the investment of
all or substantially all of the assets of a Fund in one
or more investment companies. The
Subadviser will place orders pursuant to its investment
determinations for the Fund either
directly with the issuer or with any broker or dealer,
foreign currency dealer, futures
commission merchant or others selected by it. In connection
with the selection of such brokers
or dealers and the placing of such orders, subject to applicable
law, brokers or dealers may
be selected who also provide brokerage and research services
(as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) to the
Fund
and/or the other accounts over which the Subadviser or
its affiliates exercise investment
discretion. The Subadviser is authorized to pay a broker
or dealer who provides such brokerage
and research services a commission for executing a portfolio
transaction for the Fund which is
in excess of the amount of commission another broker or dealer
would have charged for
effecting that transaction if the Subadviser determines in good
faith that such amount of
commission is reasonable in relation to the value of the brokerage
and research services
provided by such broker or dealer. This determination may be viewed
in terms of either that
particular transaction or the overall responsibilities which the
Subadviser and its affiliates
have with respect to accounts over which they exercise investment
discretion. The Board may
adopt policies and procedures that modify and restrict the Subadviser's
authority regarding the
execution of the Fund's portfolio transactions provided herein.
The Subadviser shall exercise
voting rights, rights to consent to corporate action and any other
rights pertaining to the
Allocated Assets subject to such direction as the Board may provide,
and shall perform such
other functions of investment management and supervision as may
be directed by the Board. The
Subadviser may execute on behalf of the Fund certain agreements,
instruments and documents in
connection with the services performed by it under this Agreement.
These may include, without
limitation, brokerage agreements, clearing agreements, account
documentation, futures and
options agreements, swap agreements, other investment
related agreements,
and any other agreements, documents or instruments the
Subadviser believes are appropriate or
desirable in performing its duties under this Agreement.
(b) The Fund hereby authorizes any entity or person
associated with the Subadviser
which is
a member of a national securities exchange to effect any
transaction on the exchange for the
account of the Fund which is permitted by Section 1l(a) of
the Exchange Act and Rule 1la2-
2(T) thereunder, and the Fund hereby consents to the retention
of compensation for such
transactions in accordance with Rule
1la2-2(T)(a)(2)(iv). Notwithstanding the foregoing,
the Subadviser agrees that it will not
deal with itself, or with members of the Board or any
principal underwriter of the Fund, as
principals or agents in making purchases or sales of
securities or other property for the
account of the Fund, nor will it purchase any securities
from an underwriting or selling group
in which the Subadviser or its affiliates is participating,
or arrange for purchases and
sales of securities between the Fund and another account
advised by the Subadviser or its
affiliates, except in each case as permitted by the 1940
Act and in accordance with such
policies and procedures as may be adopted by the Fund from
time to time, and will comply with
all other provisions of the Governing Documents and the Fund's
then-current Prospectus and
Statement of Additional Information relative to the Subadviser
and its directors and officers.
4. The Subadviser may delegate to any other one or
more companies that the
Subadviser controls, is controlled by, or is under common control
with, or to specified
employees of any such companies, certain of the Subadviser's duties
under this Agreement,
provided in each case the Subadviser will supervise the activities
of each such entity or
employees thereof, that such delegation will not relieve the Subadviser
of any of its duties
or obligations under this Agreement and provided further
that any such arrangements are
entered into in accordance with all applicable requirements
of the 1940 Act.
5. The Subadviser agrees that it will keep
records relating to its services
hereunder in accordance with all applicable laws, and in
compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees
that any records that it maintains
for the Fund are the property of
the Fund, and further agrees to surrender promptly to the
Fund any of such records upon the Fund's
request. The Subadviser further agrees to arrange for the
preservation of the records required to be
maintained by Rule 31a-1 under the 1940 Act for the periods
prescribed by Rule 31a-2 under the 1940
Act
6. (a) The Subadviser, 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 Subadviser relating to the services
provided by the Subadviser
hereunder.
(b) The Subadviser shall bear all expenses, and shall furnish
all necessary services,
facilities
and personnel, in connection with its responsibilities under this Agreement.
Other than as herein
specifically
.. indicated, the Subadviscr 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 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 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 Subadviser or any
affiliated company of the Subadviser, except as the Board may decide.
This paragraph shall not
apply to Board members, executive committee members,
consultants and other persons who are not
regular members of the Subadviser's or any affiliated
company's staff.
8. As compensation for the services performed
by the Subadviser, including the services of
any consultants retained by the Subadviser, the Manager
shall pay the Subadviser out of the management fee
it"receives with respect to the Fund, and only to the
*extent thereof, as promptly as possible after the
last day of each month, a fee, computed daily at an annual
rate set forth on Schedule A annexed hereto.
The first payment of the fee shall be made as promptly as
possible at the end of the month succeeding the
effective date of this Agreement, and shall constitute a full
payment of the fee due the Subadviser for
all services prior to that date. Ifthis Agreement is terminated
as of any date not the last day of a
month, such fee shall be paid as promptly as possible after such
date of termination, shall be based on
the average daily net assets of the Fund or, ifless, the portion
thereof comprising the Allocated Assets
in that period from the beginning of such month to such date of
termination, and shall be that proportion
of such average daily net assets as the number of business days
in such period bears to the number of
business days in such month. The average daily net assets of the
Fund or the portion thereof comprising
the Allocated Assets shall in all cases be based only on business
days and be computed as of the time of
the
regular close of business of the New York Stock Exchange, or
such other time as may be determined
by the Board.
9. The Subadviser assumes no responsibility under this
Agreement other than to render the
services called for hereunder, in good faith, and shall not be liable
for any error ofjudgment or
mistake of law, or for any loss arising out of any investment or for
any act or omission in the
execution of securities transactions for the Fund,
provided that nothing in this Agreement shall
protect the Subadviser against any liability to the
Manager or the Fund to which the Subadviser would
otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties
hereunder. As used in this Section 9, the term "Subadviser"
shall include any affiliates of the
Subadviser performing services for the Trust or the Fund
contemplated hereby and the partners,
shareholders, directors, officers and employees of the Subadviser
and such affiliates.
10. Nothing in this Agreement shall limit or
restrict the right of any director, officer, or
employee of the Subadviser who may also be a Board member,
officer, or employee of the Trust or the
Fund, to engage in any other business or to devote his time
and attention in part to the management or
other aspects of any other
business, whether of a similar nature or a dissimilar nature,
nor to limit or restrict the right of the
Subadviser to engage in any other business or to render
services of any kind, including investment
advisory and management services, to any other fund, xxxx,
individual or association.Ifthe purchase or
sale of securities consistent with the investment policies
of the Fund or one or more other accounts of
the Subadviser is considered at or about the same time,
transactions in such securities will be
allocated among the accounts in a manner deemed equitable by
the Subadviser. Such transactions may be
combined, in accordance with applicable laws and regulations,
and consistent with the Subadviser's
policies and procedures as presented to the Board from time to time.
11. For the purposes of this Agreement, the Fund's
"net assets" shall be determined
as provided in the Fund's then-current Prospectus and Statement
of Additional Information and
the terms "assignment," "interested person," and "majority of the
outstanding voting
securities" shall have the meanings given to them by Section 2(a)
of the 1940 Act, subject to
such exemptions as may be granted by the SEC by any rule,
regulation or order.
12. This Agreement replaces an agreement,
originally effective as of April 13, 2007
(the "Original Effective Date"), between the Manager and
a predecessor in interest to the
Subadviser. This Agreement will become effective with
respect to the Fund on the date set forth
opposite the Fund's name on Schedule A annexed hereto,
provided that it shall have been approved by
the Trust's Board and, if so required by the 1940 Act,
by 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
ofthe Fund, in each case on not more than
60 days' nor less than 30 days' written notice to the
Subadviser, or by the Subadviser upon not less
than 90 days' written notice to the Fund and the Manager,
and will be terminated upon the mutual
written consent of the Manager and the Subadviser.
This Agreement shall terminate automatically in the
event of its assignment by the Subadviser and shall not
be assignable by the Manager without the consent
of the Subadviser.
14. The Subadviser agrees that for any
claim by it against the Fund in connection
with this Agreement or the services rendered under
this Agreement, it shall look only to assets
of the Fund for satisfaction and that it shall have
no claim against the assets of any other
portfolios of the Trust.
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.
[signature page to follow]
083/ 200691227.2
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* Xxxx X.
Trust Title: n
QS INVESTORS, LLC
By: C
Name: o v
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. T
he Trust does not hereby undertake, on behalf of the
Fund or otherwise, any obligation to the Subadviser.
XXXX XXXXX PARTNERS EQUITY TRUST
Name: ane .
Trust Title: t
083/ 200691227 .2
ANNEX I
Not applicable.
SCHEDULE A
QS S&P 500 Index Fund Date:
April 1, 2016
Fee:
The sub-advisory fee will be 70% of the management
fee paid to Xxxx Xxxxx Partners Fund
Advisor, LLC, net of expense waivers and reimbursements.
