Exhibit 99.d(2)(xiv)
ADVISORY AGREEMENT
AGREEMENT made this 1st day of August, 2003, by and between Xxxx Xxxxx Fund
Adviser, Inc. ("Manager"), a Maryland corporation, and Western Asset Management
Company ("Western"), a California corporation, each of which is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Manager is the manager of certain of the series of Western
Asset Funds, Inc. (the "Corporation"), an open-end, management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Manager wishes to retain Western to provide certain investment
advisory services in connection with the Manager's management of Western Asset
Inflation Indexed Plus Bond Portfolio ("Fund"), a series of the Corporation; and
WHEREAS, Western 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. APPOINTMENT. The Manager hereby appoints Western as investment
adviser for the Fund for the period and on the terms set forth in this
Agreement. Western accepts such appointment and agrees to furnish the services
herein set forth for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Manager has furnished Western with
copies of each of the following:
(a) The Corporation's Articles of Incorporation and all amendments thereto
(such Articles of Incorporation, as presently in effect and as they shall from
time to time be amended, are herein called the "Articles");
(b) The Corporation's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called the "By-Laws");
(c) Resolutions of the Corporation's Board of Directors (the "Directors")
authorizing the appointment of the Manager as the manager and Western as
investment adviser and approving the Investment Management Agreement between the
Manager and the Corporation with respect to the Fund dated December 31, 2001
(the "Management Agreement") and this Agreement;
(d) The Corporation's most recently filed Post-Effective Amendment to its
Registration Statement on Form N-1A under the Securities Act of 1933, as
amended, and the 1940 Act, including all exhibits thereto, relating to shares of
common stock of the Fund, par value $.001 per share;
(e) The Fund's most recent prospectus (such prospectus, as presently in
effect, and all amendments and supplements thereto are herein called the
"Prospectus"); and
(f) The Fund's most recent statement of additional information (such
statement of additional information, as presently in effect, and all amendments
and supplements thereto are herein called the "Statement of Additional
Information").
The Manager will furnish Western from time to time with copies of all amendments
of or supplements to the foregoing.
3. INVESTMENT ADVISORY SERVICES. (a) Subject to the supervision of
the Directors and the Manager, Western shall as requested by the Manager
regularly provide the Fund with investment research, advice, management and
supervision and shall furnish a continuous investment program for the Fund
consistent with the Fund's investment objectives, policies, and restrictions as
stated in the Fund's current Prospectus and Statement of Additional Information.
Western shall as requested by the Manager determine from time to time what
securities or other property will be purchased, retained or sold by the Fund,
and shall implement those decisions, all subject to the provisions of the
Corporation's Articles of Incorporation and By-Laws, the 1940 Act, the
applicable rules and regulations of the Securities and Exchange Commission, and
other applicable federal and state law, as well as the investment objectives,
policies, and restrictions of the Fund, as each of the foregoing may be amended
from time to time. Western will as requested by the Manager place orders
pursuant to its investment determinations for the Fund either directly with the
issuer or with any broker, dealer or futures commission merchant (collectively,
a "broker"). In the selection of brokers and the placing of orders for the
purchase and sale of portfolio investments for the Fund, Western shall seek to
obtain for the Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage commissions for brokerage
and research services as described below. In using its best efforts to obtain
for the Fund the most favorable price and execution available, Western, bearing
in mind the Fund's best interests at all times, shall consider all factors it
deems relevant, including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction taking into consideration market
prices and trends, the reputation, experience and financial stability of the
broker involved and the quality of service rendered by the broker in other
transactions. Subject to such policies as the Directors may determine and
communicate to Western in writing, Western shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker that provides
brokerage and research services to Western or any affiliated person of Western
an amount of commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker would have charged for
effecting that transaction, if Western determines in good faith that such amount
of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker, viewed in terms of either that
particular transaction or Western's overall responsibilities with respect to the
Fund and to other clients of Western and any affiliated person of Western as to
which Western or any affiliated person of Western exercises investment
discretion. Western shall also perform such other functions of management and
supervision as may be requested by the Manager and agreed to by Western.
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(b) Western will as requested by the Manager oversee the maintenance of all
books and records with respect to the investment transactions of the Fund in
accordance with all applicable federal and state laws and regulations, and will
furnish the Directors with such periodic and special reports as the Directors or
the Manager reasonably may request.
(c) The Corporation hereby agrees that any entity or person associated with
Western (or with any affiliated person of Western) which is a member of a
national securities exchange is authorized to effect any transaction on such
exchange for the account of the Fund which is permitted by Section 11(a) of the
Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and
the Corporation hereby consents to the retention of compensation for such
transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) or otherwise.
4. SERVICES NOT EXCLUSIVE. Western's services hereunder are not
deemed to be exclusive, and Western shall be free to render similar services to
others. It is understood that persons employed by Western to assist in the
performance of its duties hereunder might not devote their full time to such
service. Nothing herein contained shall be deemed to limit or restrict the right
of Western or any affiliate of Western to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature.
5. BOOKS AND RECORDS. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, Western hereby agrees that all books and records
which it maintains for the Fund are property of the Fund and further agrees to
surrender promptly to the Fund or its agents any of such records upon the Fund's
request. Western further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such records required to be maintained by
Rule 31a-1 under the 1940 Act.
6. EXPENSES. During the term of this Agreement, Western will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities and other property (including brokerage
commissions, if any) purchased for the Fund.
7. COMPENSATION. For the services which Western will render to the
Manager and the Fund under this Agreement, the Manager will pay Western a fee,
computed monthly and paid monthly, equal to the product of the Baseline Amount
for the relevant calendar month and the Subadviser Fraction for such calendar
month. The Baseline Amount for a given calendar month shall be the total amount
paid to the Manager by the Corporation pursuant to the Management Agreement in
respect of such calendar month. The Subadviser Fraction for a given calendar
month shall be a fraction, the numerator of which is the net assets of the Fund
managed by Western, and the denominator of which is the net assets of the Fund,
in each case computed as of the time of the regular close of business of the New
York Stock Exchange on the last Business Day of such calendar month, or such
other time as may be determined by the Board of Directors of the Corporation. A
Business Day shall be any day on which the New York Stock Exchange is open. Fees
due to Western hereunder shall be paid promptly to Western by the Manager
following its receipt of fees from the Fund. If this Agreement is terminated as
of any date not the last day of a calendar month, a final fee shall be paid
promptly after the date of termination and shall be based on the Baseline Amount
for that portion of the month during which the contract was still in effect and
the Subadviser Fraction as of the time of the regular close of business of
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the New York Stock Exchange on the date of termination (or, if the date of
termination is not a Business Day, the Business Day immediately preceding the
date of termination).
8. LIMITATION OF LIABILITY. In the absence of willful misfeasance,
bad faith or gross negligence on the part of Western, or reckless disregard of
its obligations and duties hereunder, Western shall not be subject to any
liability to the Manager, the Fund or any shareholder of the Fund, for any act
or omission in the course of, or connected with, rendering services hereunder.
9. DEFINITIONS. As used in this Agreement, the terms "assignment,"
"interested person," "affiliated 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 and interpretations as may be granted by
the Securities and Exchange Commission by any rule, regulation or order; the
term "specifically approve at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder; and the
term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
10. TERM. This Agreement shall become effective upon its execution,
and shall remain in full force and effect continuously thereafter (unless
terminated automatically as set forth in Section 12) until terminated as
follows:
a. The Corporation may at any time terminate this Agreement by
not more than 60 days' written notice delivered or mailed by registered
mail, postage prepaid, to the Manager and Western, or
b. If (i) the Directors or the shareholders of the Fund by vote
of a majority of the outstanding voting securities of the Fund, and (ii) a
majority of the Directors who are not interested persons of the
Corporation, the Manager or Western, by vote cast in person at a meeting
called for the purpose of voting on such approval, do not specifically
approve at least annually the continuance of this Agreement, then this
Agreement shall automatically terminate at the close of business on the
second anniversary of its execution, or upon the expiration of one year
from the effective date of the last such continuance, whichever is later;
PROVIDED, HOWEVER, that if the continuance of this Agreement is submitted
to the shareholders of the Fund for their approval and such shareholders
fail to approve such continuance of this Agreement as provided herein,
Western may continue to serve hereunder in a manner consistent with the
1940 Act and the rules and regulations thereunder, or
c. The Manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by registered mail,
postage prepaid, to Western, and Western may at any time terminate this
Agreement by not less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
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Action by the Corporation under paragraph (a) of this Section 10 may be
taken either (i) by vote of a majority of the Directors, or (ii) by the vote of
a majority of the outstanding voting securities of the Fund.
11. FURTHER ACTIONS. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
12. NO ASSIGNMENT; AMENDMENTS. This Agreement shall terminate
automatically in the event of its assignment or in the event that the Management
Agreement shall have terminated for any reason. Any termination of this
Agreement pursuant to Section 10 shall be without the payment of any penalty.
This Agreement shall not be amended unless such amendment is approved by the
vote of a majority of the outstanding voting securities of the Fund (provided
that such shareholder approval is required by the 1940 Act and the rules and
regulations thereunder, giving effect to any interpretations of the Securities
and Exchange Commission and its staff) and by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of the
Directors who are not interested persons of the Corporation, the Manager or
Western.
13. NON-EXCLUSIVE RIGHT. In the event this Agreement is terminated or
upon written notice from Western at any time, the Corporation hereby agrees that
it will eliminate from the Fund's name any reference to the name of "Western."
The Corporation, on behalf of the Fund, shall have the non-exclusive use of the
name "Western" in whole or in part only so long as this Agreement is effective
or until such notice is given.
14. MISCELLANEOUS. 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. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. 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 and shall inure to the
benefit of the parties hereto and their respective successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
Attest: XXXX XXXXX FUND ADVISER, INC.
By: By:
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Attest: WESTERN ASSET MANAGEMENT COMPANY
By: By:
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The foregoing is accepted by:
Attest: WESTERN ASSET FUNDS, INC.
By: By:
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