This SUBADVISORY AGREEMENT ("Agreement") is made this
3rd day of February 3, 2009, by and between Western Asset
Management Company, a corporation organized under the laws
of California (the "Subadviser") and Western Asset Management
Company Pte. Ltd, a corporation organized under the laws of
SINGAPORE ("WESTERN SINGAPORE").
WHEREAS, the Subadviser has been retained by Xxxx
Xxxxx Partners Fund Advisor, LLC to provide investment
advisory, management, and administrative services to
WESTERN ASSET GLOBAL HIGH INCOME FUND INC. (the "Fund"),
a registered management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Subadviser wishes to engage WESTERN
SINGAPORE to provide certain investment advisory services
to the Fund, and WESTERN SINGAPORE 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
Subadvisory Agreement between the Subadviser and Xxxx Xxxxx
Partners Fund Advisor, LLC with respect to the Fund (the
"Subadvisory Agreement"), the Subadviser hereby appoints
WESTERN SINGAPORE to act as a subadviser with respect to
the Fund for the period and on the terms set forth in this
Agreement. WESTERN SINGAPORE accepts such appointment and
agrees to render the services herein set forth, for the
compensation herein provided.
2. The Subadviser shall cause WESTERN SINGAPORE 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 Subadviser shall furnish
WESTERN SINGAPORE with such other documents and information
with regard to the Fund's affairs as WESTERN SINGAPORE may
from time to time reasonably request.
3. (a) Subject to the supervision of the Fund's Board
of Directors (the "Board"), Xxxx Xxxxx Partners Fund Advisor,
LLC and the Subadviser, WESTERN SINGAPORE shall regularly
provide the Fund with respect to such portion of the Fund's
assets as shall be allocated to WESTERN SINGAPORE by the
Subadviser 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. WESTERN SINGAPORE 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 Fund's Articles of
Incorporation 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 WESTERN SINGAPORE. WESTERN SINGAPORE is authorized as the
agent of the Fund to give instructions with respect to the
Allocated Assets to the custodian of the Fund as to deliveries
of securities and other 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 the Fund in one or more investment companies.
WESTERN SINGAPORE 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 WESTERN
SINGAPORE or its affiliates exercise investment discretion.
WESTERN SINGAPORE 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
SINGAPORE 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 SINGAPORE 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 SINGAPORE?s authority regarding the execution
of the Fund's portfolio transactions provided herein. WESTERN
SINGAPORE 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.
(b) The Fund hereby authorizes any entity or
person associated with WESTERN SINGAPORE 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,
WESTERN SINGAPORE 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 SINGAPORE or its affiliates is
participating, or arrange for purchases and sales of securities
between the Fund and another account advised by WESTERN SINGAPORE
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 WESTERN SINGAPORE and
its directors and officers.
4. WESTERN SINGAPORE may delegate to any other one or
more companies that WESTERN SINGAPORE controls, is controlled
by, or is under common control with, or to specified employees
of any such companies, certain of WESTERN SINGAPOREs duties
under this Agreement, provided in each case WESTERN SINGAPORE
will supervise the activities of each such entity or employees
thereof, that such delegation will not relieve WESTERN SINGAPORE
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. WESTERN SINGAPORE 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 0000 Xxx, XXXXXXX XXXXXXXXX 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 SINGAPORE
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 SINGAPORE, at its expense, shall supply the
Board, the officers of the Fund, Xxxx Xxxxx Partners Fund Advisor,
LLC and the Subadviser with all information and reports reasonably
required by them and reasonably available to WESTERN SINGAPORE
relating to the services provided by WESTERN SINGAPORE hereunder.
(b)WESTERN SINGAPORE 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 SINGAPORE
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
Fund shall receive from 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 SINGAPORE or any
affiliated company of WESTERN SINGAPORE, 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 SINGAPOREs or any
affiliated companys staff.
8. As compensation for the services performed by WESTERN
SINGAPORE, including the services of any consultants retained by
WESTERN SINGAPORE, the Subadviser shall pay WESTERN SINGAPORE out
of the subadvisory 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 WESTERN SINGAPORE for
all services prior to that date. If this 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, if less, 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. WESTERN SINGAPORE 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 WESTERN SINGAPORE against any liability to the
Subadviser, Xxxx Xxxxx Partners Fund Advisor, LLC or the Fund to
which WESTERN SINGAPORE 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 "WESTERN SINGAPORE" shall include any
affiliates of WESTERN SINGAPORE performing services for the
Fund contemplated hereby and the partners, shareholders,
directors, officers and employees of WESTERN SINGAPORE and
such affiliates.
10. Nothing in this Agreement shall limit or restrict the
right of any director, officer, or employee of WESTERN SINGAPORE
who may also be a Board member, officer, or employee of 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 SINGAPORE 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
consistent with the investment policies of the Fund or one or
more other accounts of WESTERN SINGAPORE 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
SINGAPORE. Such transactions may be combined, in accordance with
applicable laws and regulations, and consistent with WESTERN
SINGAPOREs 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 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 Fund's Board and, if so required by the 1940 Act,
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 November 30,
2007. 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.
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 SINGAPORE, or by WESTERN SINGAPORE 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 SINGAPORE. This Agreement shall terminate
automatically in the event of its assignment by WESTERN
SINGAPORE and shall not be assignable by the Subadviser
without the consent of WESTERN SINGAPORE.
14. WESTERN SINGAPORE agrees that for any claim by it
against the Fund in connection with this Agreement or the
services rendered under the 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 Fund.
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]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers thereunto duly authorized.
WESTERN ASSET MANAGEMENT COMPANY
By: /s/W. Xxxxxxx Xxxxxxx, Xx.
Name: W. Xxxxxxx Xxxxxxx, Xx.
Title: Manager, US Legal and Corporate Affairs
WESTERN ASSET MANAGEMENT COMPANY LTD.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Manager, International Legal and
Compliance
The foregoing is acknowledged:
The undersigned officer of the Fund has executed this
Agreement not individually but in his/her capacity as an officer
of the Fund. The Fund does not hereby undertake, on behalf of the
Fund or otherwise, any obligation to Western Asset Management
Company Pte. Ltd.
WESTERN ASSET GLOBAL HIGH INCOME FUND INC.
By:/s/ R. Xxx Xxxxxx
______________________________
Name: R. Xxx Xxxxxx
Title: Chairman, President and Chief
Executive Officer
SCHEDULE A
WESTERN ASSET GLOBAL HIGH INCOME FUND INC.
February 3, 2009
Fee:
The sub-advisory fee will be the following percentage of Allocated
Assets: 0.30%
