LMP INCOME TRUST
GLOBAL INFLATION MANAGEMENT FUND
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT (Agreement) is
made this 2nd day of
September, 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.
Giddings____________________________
___
Name: Xxxxxx X. Giddings___
Title: Manager, International 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. Jay
Gerken_______________________________
Name: R. Jay Gerken_____
Title: Chairman, President and
Chief Executive Officer
Xxxx Xxxxx Partners Inflation Management
Fund Signature Page
SCHEDULE A
Xxxx Xxxxx Partners Inflation Management Fund
Date: September 2, 2008
Fee:
The sub-advisory fee will be the following
percentage of the Funds Allocated
Assets: 0.30%
- 6 -
A/72617709.1
C:\WINNT\Profiles\rmnelson\Local
Settings\Temporary Internet Files\OLK19D\SA
Agreement- FINAL IMF Western Asset
(Singapore).DOC
A/72617709.1
A/72617709.1
