This SUBADVISORY AGREEMENT ("Agreement") is made this 23rd day of November,
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 CORPORATE DEFINED OPPORTUNITY 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 managed 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 managed assets as the number of business days in such period
bears to the number of business days in such month. The average daily managed
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 "managed 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 21, 2011. 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.
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:
Name: W. Xxxxxxx Xxxxxxx, Xx.
Title: Manager, US Legal and Corporate
Affairs
WESTERN ASSET MANAGEMENT COMPANY PTE.
LTD.
By:
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 CORPORATE DEFINED
OPPORTUNITY FUND INC.
By:
Name: R. Xxx Xxxxxx
Title: Chairman, President and Chief
Executive Officer
SCHEDULE A
WESTERN ASSET GLOBAL CORPORATE DEFINED OPPORTUNITY FUND INC.
November 23, 2009
Fee:
The sub-advisory fee will be the following percentage of Allocated Assets:
0.56%
