SUB-ADMINISTRATION AGREEMENT
This Agreement is made as of May 1, 1997, between Xxxx Xxxxx Fund
Adviser, Inc. ("Fund Adviser"), a Maryland corporation, and Western Asset Global
Management, Ltd. ("Western Asset Global"), a corporation organized under the
laws of the United Kingdom;
WHEREAS, Fund Adviser acts as the administrator of Xxxx Xxxxx Global
Government Trust ("Fund"), pursuant to a Management Agreement dated May 1, 1995
("Management Agreement");
WHEREAS, the Fund is a portfolio represented by a separate series of
shares of Xxxx Xxxxx Global Trust, Inc. ("Corporation"), which is an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"); and
WHEREAS, Fund Adviser desires to retain Western Asset Global to provide
certain administrative services for the Fund and Western Asset Global is willing
to provide such services;
NOW, THEREFORE, in consideration of the foregoing and mutual promises
set forth below, the parties agree as follows:
1. Appointment.
Fund Adviser hereby appoints Western Asset Global for the term of this
Agreement to perform the services described herein on Schedule I for the Fund.
Western Asset Global hereby accepts such appointment and agrees to perform the
duties hereinafter set forth.
2. Representations and Warranties of Fund Adviser.
Fund Adviser hereby represents and warrants to Western Asset Global,
which representations and warranties shall be deemed to be continuing, that:
(a) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement and to perform its obligations
hereunder;
(b) This Agreement has been duly authorized, executed and delivered by
Fund Adviser in accordance with all requisite action and constitutes a valid and
legally binding obligation of Fund Adviser, enforceable in accordance with its
terms;
(c) It has been duly authorized by the Corporation to appoint Western
Asset Global to perform the services described in this Agreement; and
(d) It is conducting its business in compliance with all applicable
laws and regulations, both state and federal, and has obtained all regulatory
licenses, approvals and consents necessary to carry on its business as now
conducted; there is no statute, regulation, rule, order or judgment binding on
it and no provision of its charter or by-laws, nor of any mortgage, indenture,
credit agreement or other contract binding on it or affecting its property which
would prohibit its execution or performance of this Agreement.
3. Representations and Warranties of Western Asset Global.
Western Asset Global hereby represents and warrants to Fund Adviser,
which representations and warranties shall be deemed to be continuing, that:
(a) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement and to perform its obligations
hereunder;
(b) This Agreement has been duly authorized, executed and delivered by
Western Asset Global in accordance with all requisite action and constitutes a
valid and legally binding obligation of Western Asset Global, enforceable in
accordance with its terms; and
(c) It is conducting its business in compliance with all applicable
laws and regulations and has obtained all regulatory licenses, approvals and
consents necessary to carry on its business as now conducted; there is no
statute, regulation, rule, order or judgment binding on it and no provision of
its charter or by-laws, nor of any mortgage, indenture, credit agreement or
other contract binding on it or affecting its property which would prohibit its
execution or performance of this Agreement.
4. Delivery of Documents.
(a) Fund Adviser will promptly deliver to Western Asset Global true and
correct copies of each of the following documents as currently in effect and
will promptly deliver to it all future amendments and supplements thereto, if
any:
(i) The Corporation's Articles of Incorporation
("Articles");
(ii) The Corporation's bylaws (the "Bylaws");
(iii) Resolutions of the Corporation's board of directors
("Board") authorizing the execution, delivery and performance
of this Agreement by Fund Adviser;
(iv) The Corporation's registration statement most
recently filed with the Securities and Exchange Commission
("SEC") relating to the shares of the Fund ("Registration
Statement"), including the Corporation's Prospectus and
Statement of Additional Information pertaining to the Fund
(collectively, the "Prospectus"); and
(v) Annual and semiannual reports to the shareholders of
each class of Fund shares.
(b) Fund Adviser shall use its best efforts to have each copy of the
Articles, Bylaws, Registration Statement and Prospectus, and all amendments
thereto, and copies of Board resolutions certified by the Secretary or an
Assistant Secretary of the Corporation.
5. Duties and Obligations of Western Asset Global.
(a) Subject to the direction and control of the Board and Fund Adviser,
and the provisions of this Agreement, Western Asset Global shall provide to the
Fund the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, Western Asset Global shall provide at its
expense, office space, facilities, equipment and personnel necessary for the
Fund's operations.
(c) Western Asset Global shall not provide under this Agreement any
services relating to the investment advisory or sub-advisory functions of the
Corporation or the Fund, distribution of shares of the Fund, maintenance of the
Corporation's or the Fund's financial records or any services normally performed
by the Corporation or Fund's counsel or independent auditors.
(d) Fund Adviser shall use its best efforts to cause its and the
Corporation's officers, advisors, sponsor, distributor, legal counsel,
independent accountants, and transfer agent to cooperate with Western Asset
Global and to provide Western Asset Global, upon request, with such information,
documents and advice relating to the Corporation or the Fund as is within the
possession or knowledge of such persons, in
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order to enable Western Asset Global to perform its duties hereunder.
(e) Western Asset Global may apply to an officer of Fund Adviser for
written instructions with respect to any matter arising in connection with
Western Asset Global's performance of this Agreement, and Western Asset Global
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with such instructions. Such application for instructions
may, at the option of Western Asset Global, set forth in writing any action
proposed to be taken or omitted to be taken by Western Asset Global with respect
to its duties or obligations under this Agreement and the date on and/or after
which such action shall be taken; such date must provide Fund Adviser a
reasonable amount of time to respond to such application for instructions.
Western Asset Global shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with a proposal included in any such
application on or after the date specified therein unless, prior to taking or
omitting to take any such action, Western Asset Global has received written
instructions in response to such application specifying the action to be taken
or omitted or requesting a delay in Western Asset Global's acting in accordance
with such proposal. Western Asset Global may consult with counsel to Fund
Adviser or the Corporation and shall be fully protected with respect to anything
done or omitted by it in good faith in accordance with the advice or opinion of
such counsel.
6. Services Not Exclusive.
Western Asset Global's services hereunder, as described on Schedule I,
are not deemed to be exclusive, and Western Asset Global shall be free to render
similar services to others. Nothing herein contained shall be deemed to limit or
restrict the right of Western Asset Global, any affiliate of Western Asset
Global, or any employee of Western Asset Global or its affiliate to engage in
and devote time and attention to other businesses or to render services of
whatever kind or nature.
7. Books and Records.
In compliance with the requirements of Section 31(a) of the 1940 Act
and Rule 31a-3 thereunder, Western Asset Global 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 Asset Global further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act, any records required to be
maintained by Rule 31a-1 under the 1940 Act.
8. Compensation.
For the services which Western Asset Global will render to Fund Adviser
and the Fund under this Agreement, Fund Adviser will pay Western Asset Global a
fee, computed daily and paid monthly, at an annual rate equal to 0.10% of the
Fund's average daily net assets. Fees due to Western Asset Global hereunder
shall be paid promptly to Western Asset Global by Fund Adviser 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 percentage of days of the
month during which the contract was still in effect.
9. Allocation of Expenses.
Except as otherwise provided herein, all costs and expenses arising or
incurred in connection with the performance of this Agreement shall be paid by
the Fund, including but not limited to, organizational costs and costs of
maintaining the Fund's existence, taxes, interest, brokerage fees and
commissions, the Fund's insurance premiums, compensation and expenses of the
Corporation's directors, officers or employees, the Fund's legal, accounting and
audit expenses, management, advisory, sub-advisory, administration and
shareholder servicing fees, charges of custodians, transfer and dividend
disbursing agents, expenses (including clerical expenses) incident to the
issuance, redemption or repurchase of Fund shares, fees and expenses incident to
the registration or qualification of the Corporation or the Fund's shares under
the securities laws of any jurisdiction, costs (including printing and mailing
costs) of preparing and distributing the
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Fund's Prospectus, reports, notices and proxy material to Fund shareholders, all
expenses incidental to holding meetings of the Board and Fund shareholders, and
extraordinary expenses as may arise, including litigation affecting the
Corporation or the Fund and legal obligations relating thereto for which the
Corporation may have to indemnify its directors and officers.
10. Indemnification.
(a) Fund Adviser agrees to indemnify and hold harmless Western Asset
Global from and against any costs, losses, expenses, damages, liabilities or
claims (including reasonable attorneys' and accountants' fees) ("Losses") which
are sustained or incurred or which may be asserted against Western Asset Global
by reason of any action taken or omitted to be taken by Western Asset Global in
good faith hereunder in reliance upon (i) the Registration Statement or
Prospectus, (ii) any instructions of an officer of Fund Adviser or the
Corporation, or (iii) any opinion of legal counsel for Fund Adviser or the
Corporation, or arising out of transactions or other activities of Fund Adviser,
the Corporation or the Fund which occurred prior to the commencement of this
Agreement; provided, that Western Asset Global shall not be indemnified for
Losses arising out of any errors in the Prospectus or Registration Statement
caused by information provided or omitted by Western Asset Global, or Losses
arising out of Western Asset Global's gross negligence, bad faith, or willful
misconduct or Western Asset Global's breach of this Agreement. Fund Adviser also
agrees to indemnify and hold harmless Western Asset Global from and against any
and all Losses, which are sustained or incurred or which may be asserted against
Western Asset Global by reason of or as a result of Fund Adviser's gross
negligence, bad faith, or willful misconduct or its reckless disregard of its
obligations under this Agreement. If any Loss gives rise to a right of Fund
Adviser for indemnification by the Fund under the Management Agreement, Fund
Adviser will split any such indemnity with Western Asset Global in proportion
that such Loss was borne by each. This indemnity shall be a continuing
obligation of Fund Adviser, its successors and assigns, notwithstanding the
termination of this Agreement.
(b) Western Asset Global agrees to indemnify and hold harmless Fund
Adviser from and against any and all Losses which are sustained or incurred or
which may be asserted against Fund Adviser by reason of or as a result of
Western Asset Global's gross negligence, bad faith, or willful misconduct or its
reckless disregard of its obligations under this Agreement, provided that Fund
Adviser shall not be indemnified for Losses arising out of Fund Adviser's gross
negligence, bad faith, or willful misconduct or Fund Adviser's breach of this
Agreement. This indemnity shall be a continuing obligation of Western Asset
Global, its successors and assigns, notwithstanding the termination of this
Agreement.
(c) Actions taken or omitted by a party in reliance on oral or written
instructions by the other party or upon any information, order, indenture, stock
certificate, power of attorney, assignment, affidavit or other instrument
reasonably believed by a party to be genuine or bearing the signature of a
person or persons reasonably believed to be authorized to sign, countersign or
execute the same, or upon the opinion of legal counsel, shall be conclusively
presumed to have been taken or omitted in good faith.
11. Termination.
This Agreement may be terminated without payment of any penalty at any
time by either party on not less than sixty (60) days' written notice to the
other party and will be terminated immediately upon termination of the
Management Agreement with respect to the Fund.
12. Further Actions.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes thereof.
13. Amendments.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only
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by an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
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 and assigns; provided,
however, that this Agreement shall not be assignable by Fund Adviser without the
written consent of Western Asset Global or by Western Asset Global without the
written consent of Fund Adviser accompanied by the authorization or approval of
the Board.
15. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of Maryland.
16. Notices.
All notices, requests, consents and other communications pursuant to
this Agreement in writing shall be sent as follows:
if to Fund Adviser, at
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
if to Western Asset Global,
000 Xxxxxxxxxx
Xxxxxx XX0X 0XX
Attention: Xxxxx Xxxxxxxxx
or at such other place as may from time to time be designated in writing.
Notices hereunder shall be effective upon receipt.
17. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts together shall
constitute only one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
Attest: XXXX XXXXX FUND ADVISER, INC.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxxx
_____________________ ______________________________________
Xxxxx X. Xxxx Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Treasurer
Attest: WESTERN ASSET GLOBAL MANAGEMENT LIMITED
By: /s/ Xxxx Xxx Xxxxxx By: /s/ L Panayotou
_____________________ ______________________________________
Xxxx Xxx Xxxxxx Name: L Panayotou
Title: Director
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Schedule I
FUND ADMINISTRATION SERVICES
SUB-ADMINISTRATION AGREEMENT
Trade support and analytical functions, including:
a. Overseeing trade clearing by broker-dealers and transfer agents
b. Reconciling account and trading information
c. Ensuring that each trade complies with investment policies and
limitations
d. Preparing the portion of the month-end compliance package for
which Western Asset Global Management Company, the Fund's
sub-adviser, is responsible; and
e. Preparing additional materials, as requested by Fund Adviser,
Western Asset Management Company or the Corporation's Board of
Directors
