EXHIBIT (d)(16)(B)(i)
PREFERRED FIXED INCOME FUND
Amendment to Tertiary Adviser Agreement
AMENDMENT dated April 1, 2003 (this "Amendment") to the Tertiary Adviser
Agreement dated as of November 1, 2002 (the "Tertiary Adviser Agreement") by and
between WESTERN ASSET MANAGEMENT COMPANY, a California corporation (the
"Subadviser"), and WESTERN ASSET MANAGEMENT COMPANY LIMITED, a United Kingdom
corporation (the "Tertiary Adviser").
W I T N E S S E T H:
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WHEREAS, the Subadviser has requested that the Tertiary Adviser agree to
amend the Tertiary Adviser Agreement in the manner provided for herein; and
WHEREAS, the Tertiary Adviser is willing to amend the Tertiary Adviser
Agreement in the manner provided for herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 1. DEFINITIONS AND SECTION REFERENCES
1.1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Tertiary Adviser Agreement and used herein are so used as so
defined.
1.2. Section References. Unless otherwise indicated, all section and
subsection references are to the Tertiary Adviser Agreement.
SECTION 2. AMENDMENTS TO TERTIARY ADVISER AGREEMENT
2.1. Addition of Section 11. The Tertiary Adviser Agreement is hereby
amended by adding Section 11 as follows:
(a) The Tertiary Adviser shall not consult with any Preferred
Subadviser (other than an affiliated person of the Tertiary Adviser)
concerning transactions of the Fund in securities or other assets.
(b) To the extent that multiple Preferred Subadvisers serve as
investment advisers of the Fund, the Tertiary Adviser shall be responsible
for providing investment advice only with respect to such portion of the
Fund as may from time to time be determined by the Subadviser.
(c) "Preferred Subadviser" means an investment adviser, as defined in
Section 2(a)(20)(B) of the 1940 Act, for a series of the Trust. "Preferred
Subadviser" shall
include an investment adviser that serves as an investment adviser for a
series of the Trust pursuant to an agreement between such investment
adviser and a Preferred Subadviser.
SECTION 3. MISCELLANEOUS.
3.1. Continuing Effect. Except as expressly amended hereby, all of the
terms and provisions of the Tertiary Adviser Agreement are and shall remain in
full force and effect.
3.2. Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto (including by facsimile transmission), each
of which counterparts when so executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.
3.3. Governing Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws governing the Tertiary Adviser
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
WESTERN ASSET MANAGEMENT COMPANY
By: _______________________________
Name:
Title:
WESTERN ASSET MANAGEMENT COMPANY
LIMITED
By: _______________________________
Name:
Title:
The foregoing is accepted by:
THE PREFERRED GROUP OF MUTUAL FUNDS
By: _________________________________
Name:
Title:
CATERPILLAR INVESTMENT MANAGEMENT LTD.
By: _________________________________
Name:
Title:
