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 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 WORLDWIDE 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
WORLDWIDE INCOME FUND INC.
By:/s/ R. Xxx
Xxxxxx _______________________________
Name: R. Xxx
Xxxxxx
Title:
Chairman, President and Chief Executive Officer
SCHEDULE A
WESTERN ASSET WORLDWIDE INCOME FUND INC.
February 3, 2009
Fee:
The sub-advisory fee will be the following
percentage of Allocated Assets: 0.30%
N:\Legal\SLB Legal Compliance\Legal\Users\Current\
Xxxxxx X. Xxxxxx
(RMN)\SA Closed-end conformed Agreements\
WA Worldwide Income Fund Inc.
(SBW) SUBADVISORY AGREEMENT.Singapore.doc
