Item 77Q1
LMP Income Trust
WA Emerging Markets Debt Portfolio (N4U0)
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT (Agreement) is
made this 3rd day of November, 2008, 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 Xxxx Xxxxx Partners
Income Trust (the Trust), a Maryland business
trust registered as a management investment
company under the Investment Company Act of
1940, as amended (the 0000 Xxx) to provide
investment advisory, management, and
administrative services to the Trust with
respect to the series of the Trust designated
in Schedule A annexed hereto (the Fund); 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 Funds affairs. The
Subadviser shall furnish Western Singapore with
such other documents and information with
regard to the Funds affairs as Western
Singapore may from time to time reasonably
request.
3. (a) Subject to the supervision of the
Trusts Board of Trustees (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 Funds 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 Funds investment objectives, policies
and restrictions, as stated in the Funds
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 Trusts
Declaration of Trust 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 Trust 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 Singapores
authority regarding the execution of the Funds
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. Western Singapore may
execute on behalf of the Fund certain
agreements, instruments and documents in
connection with the services performed by it
under this Agreement. These may include,
without limitation, brokerage agreements,
clearing agreements, account documentation,
futures and options agreements, swap
agreements, other investment related
agreements, and any other agreements, documents
or instruments Western Singapore believes are
appropriate or desirable in performing its
duties under this Agreement.
(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 Funds 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 Funds 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 Trust, 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 Funds 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 Funds 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 Funds shares and servicing
shareholder accounts; expenses of registering
and qualifying the Funds 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 Funds 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 Funds 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 Funds Board members
and officers with respect thereto.
7. No member of the Board, officer or
employee of the Trust or Fund shall receive
from the Trust or 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 Trust or 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 Trust or 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 Funds net assets shall be determined as
provided in the Funds 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 Funds name on Schedule A
annexed hereto, provided that it shall have
been approved by the Trusts 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
until the second anniversary of the date of
effectiveness.. 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 Trust.
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 Funds 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
PTE. LTD.
By: /s/
Xxxxxx X.
Xxxxxxxx
Name:
Xxxxxx X.
Giddings__
Title
: Manager,
Internation
al Legal
and
Compliance
The foregoing is acknowledged:
The undersigned officer of the Trust has
executed this Agreement not individually but in
his/her capacity as an officer of the Trust.
The Trust does not hereby undertake, on behalf
of the Fund or otherwise, any obligation to
Western Asset Management Company Pte Ltd.
XXXX XXXXX
PARTNERS
INCOME
TRUST
By: /s/
R. Xxx
Xxxxxx
Name:
R. Xxx
Xxxxxx
Title
:
Chairman,
President
and Chief
Executive
Officer
Western Asset Emerging Markets Debt Portfolio
Signature Page
SCHEDULE A
Western Asset Emerging Markets Debt Portfolio
Date: November 3, 2008
Fee:
The sub-advisory fee will be the following
percentage of the Funds Allocated
Assets: 0.30%
- 11 -
A/72617709.1
N:\Legal\SLB Legal Compliance\Legal\Users\
Current\Xxxxxx X. Xxxxxx (RMN)\SA
11.03.08 Open-end conformed Agreements\
SA Agreement-WA Emerging Markets Debt
Portfolio Western Asset (Singapore).doc
A/72617709.1
A/72617709.1
