This SUBADVISORY AGREEMENT ("Agreement") is made this
3rd day of February, 2009, by and between Western Asset
Management Company, a corporation organized under the
laws of California (the "Subadviser") and Western Asset
Management Company Xxx.Xxx, 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 PARTNERS 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 SINGAPORE's 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
SINGAPORE's or any affiliated company's 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 SINGAPORE'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 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 PARTNERS
INCOME FUND INC.
By:/s/ R. Xxx Xxxxxx
_______________________________
Name: R. Xxx Xxxxxx
Title: Chairman, President
and Chief Executive Officer
SCHEDULE A
WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.
February 3, 2009
Fee:
The sub-advisory fee will be the following percentage of
Allocated Assets: 0.30%
