Exhibit 99.(d)(1)(xii)
INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT, made this 29th day of September, 2003, by
and between Western Asset Funds, Inc., a Maryland corporation (the
"Corporation"), on behalf of Western Asset Limited Duration Bond Portfolio (the
"Fund"), and Xxxx Xxxxx Fund Adviser, Inc., a Maryland corporation (the
"Manager").
WHEREAS, the Corporation is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Corporation wishes to retain the Manager to provide certain
investment advisory, management and administrative services to the Fund; and
WHEREAS, the Manager 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. The Corporation hereby appoints Xxxx Xxxxx Fund Adviser, Inc. as
Manager of the Fund for the period and on the terms set forth in this Agreement.
The Manager accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. The Fund shall at all times keep the Manager fully informed with
regard to the securities and other property owned by it, its funds available, or
to become available, for investment, and generally as to the condition of its
affairs. It shall furnish the Manager with such other documents and information
with regard to its affairs as the Manager may from time to time reasonably
request.
3. (a) Subject to the supervision of the Corporation's Board of Directors
(the "Directors"), the Manager shall regularly provide the Fund with investment
research, advice, management and supervision and shall furnish a continuous
investment program for the Fund consistent with the Fund's investment
objectives, policies and restrictions. The Manager shall determine from time to
time what securities or other property will be purchased, retained or sold by
the Fund, and shall implement those decisions, all subject to the provisions of
the Corporation's Articles of Incorporation and By-Laws, the 1940 Act, the
applicable rules and regulations of the Securities and Exchange Commission, and
other applicable federal and state law, as well as the investment objectives,
policies and restrictions of the Fund, as each of the foregoing may be amended
from time to time. The Manager will place orders pursuant to its investment
determinations for the Fund either directly with the issuer or with any broker,
dealer or futures commission merchant (collectively, a "broker"). In the
selection of brokers and the placing of orders for the purchase and sale of
portfolio investments for the Fund, the Manager shall seek to obtain the most
favorable price and execution available, except to the extent it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Fund
the most favorable price and
execution available, the Manager, bearing in mind the Fund's best interests at
all times, shall consider all factors it deems relevant, including, by way of
illustration, price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation, experience and financial
stability of the broker involved and the quality of service rendered by the
broker in other transactions. Subject to such policies as the Directors may
determine, the Manager shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of its
having caused the Corporation to pay, on behalf of the Fund, a broker that
provides brokerage and research services to the Manager or any affiliated person
of the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker would have
charged for effecting that transaction, if the Manager determines in good faith
that such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker, viewed in terms of
either that particular transaction or the Manager's overall responsibilities
with respect to the Fund and to other clients of the Manager and any affiliated
person of the Manager as to which the Manager or any affiliated person of the
Manager exercises investment discretion. The Manager shall also provide advice
and recommendations with respect to other aspects of the business and affairs of
the Fund, and shall perform such other functions of management and supervision,
as may be directed by the Directors.
(b) The Corporation hereby agrees with the Manager and with any investment
adviser appointed pursuant to Paragraph 4 below (an "Investment Adviser") that
any entity or person associated with the Manager or Investment Adviser (or with
any affiliated person of the Manager or Investment Adviser) which is a member of
a national securities exchange is authorized to effect any transaction on such
exchange for the account of the Fund which is permitted by Section 11(a) of the
Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and
the Corporation hereby consents to the retention of compensation for such
transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) or otherwise.
4. The Manager may enter into a contract ("Investment Advisory
Agreement") with one or more investment advisers in which the Manager delegates
to such investment adviser or investment advisers any or all of its duties
specified in Paragraph 3 hereunder. Such Investment Advisory Agreement must meet
all requirements of the 1940 Act and the rules and regulations thereunder.
5. (a) The Manager, at its expense, shall supply the Board of Directors
and officers of the Corporation with all statistical information and reports
reasonably required by them and reasonably available to the Manager and shall
furnish the Corporation and the Fund with office facilities, including space,
furniture and equipment and all personnel reasonably necessary for the operation
of the Corporation and the Fund. The Manager shall oversee the maintenance of
all books and records with respect to the Fund's portfolio transactions and the
keeping of the Corporation's and the Fund's books of account in accordance with
all applicable federal and state laws and regulations and shall perform such
other administrative, bookkeeping or clerical duties as may be agreed upon by
the parties. In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Manager hereby agrees that any records which it maintains for the
Corporation or the Fund are the property of the Corporation, and further agrees
to surrender promptly to the
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Corporation or its agents any of such records upon the Corporation's request.
The Manager 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. The Manager shall authorize and
permit any of its directors, officers and employees, who may be elected as
Directors or officers of the Corporation, to serve in the capacities in which
they are elected. The Manager may enter into a contract with one or more other
parties in which the Manager delegates to such party or parties any or all of
the duties specified in this Paragraph 5(a).
(b) Other than as herein specifically indicated, the Manager shall not be
responsible for the expenses of the Corporation or any series of the
Corporation, including the Fund. Specifically (but without limitation), the
Manager will not be responsible, except to the extent of the reasonable
compensation of employees of the Corporation and the Fund whose services may be
used by the Manager hereunder, for any of the following expenses of the Fund,
which expenses shall be borne by the Fund: advisory fees; distribution fees;
interest; taxes; governmental fees; fees, voluntary assessments and other
expenses incurred in connection with membership in investment company
organizations; the cost (including brokerage commissions or charges, if any) of
securities or other property purchased or sold by the Fund and any losses in
connection therewith; fees of custodians, transfer agents, registrars,
administrators or other agents; legal expenses; expenses of preparing share
certificates; expenses relating to the redemption or repurchase of the Fund's
shares; expenses of registering and qualifying shares of the Fund for sale under
applicable federal and state law; expenses of preparing, setting in print,
printing and distributing prospectuses, reports, notices and dividends to Fund
shareholders; costs of stationery; costs of shareholders' and other meetings of
the Fund; Directors' fees; audit fees; travel expenses of officers, Directors
and employees of the Corporation, if any; and the Corporation's pro rata portion
of premiums on any fidelity bond and other insurance covering the Corporation
and/or its officers and Directors.
6. No Director, officer or employee of the Corporation or Fund shall
receive from the Corporation any salary or other compensation as such Director,
officer or employee while he is at the same time a director, officer, or
employee of the Manager or any affiliated company of the Manager. This Paragraph
6 shall not apply to Directors, executive committee members, consultants and
other persons who are not regular members of the Manager's or any affiliated
company's staff.
7. As compensation for the services performed and the facilities
furnished and expenses assumed by the Manager, including the services of any
consultants, investment advisers or other parties retained by the Manager, the
Fund shall pay the Manager, as promptly as possible after the last day of each
month, a fee, computed daily at an annual rate of 0.35% of average daily net
assets of the Fund. 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. 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 in that
period from the beginning of such month to such date of termination, and shall
be based on 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 shall in all cases be
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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 of Directors of the Corporation. Each such payment shall
be accompanied by a report prepared either by the Fund or by a reputable firm of
independent accountants, which shall show the amount properly payable to the
Manager under this Agreement and the detailed computation thereof. In the event
that the expenses of the Fund exceed any expense limitation which the Manager
may, by written notice to the Corporation, voluntarily declare to be effective
with respect to the Fund, subject to such terms and conditions as the Manager
may prescribe in such notice, the compensation due the Manager shall be reduced,
and, if necessary, the Manager shall bear the Fund's expenses to the extent
required by such expense limitation.
8. In the absence of willful misfeasance, bad faith or gross negligence
on the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund or to
any shareholder of the Fund, for any act or omission in the course of, or
connected with, rendering services hereunder.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Manager who may also be a Director,
officer, or employee of the Corporation 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, or limit or restrict the right of the Manager to engage in any other
business or to render services of any kind, including investment advisory and
management services, to any other corporation, firm, individual or association.
10. As used in this Agreement, the terms "assignment," "interested
person," "affiliated 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 and interpretations as may be granted by the
Securities and Exchange Commission by any rule, regulation or order; the term
"specifically approve at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder; and the
term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
11. This Agreement shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Paragraph 12 below) until terminated as follows:
(a) Either party hereto may at any time terminate this Agreement by
not less than sixty days' written notice delivered or mailed by registered
mail, postage prepaid, to the other party, or
(b) If (i) the Directors or the shareholders of the Fund by the
vote of a majority of the outstanding voting securities of the Fund, and
(ii) a majority of the Directors who are not interested persons of the
Corporation or of the Manager, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not specifically approve at
least annually the continuance of this Agreement, then this
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Agreement shall automatically terminate at the close of business on the
second anniversary of its execution, or upon the expiration of one year
from the effective date of the last such continuance, whichever is later;
PROVIDED, HOWEVER, that if the continuance of this Agreement is submitted
to the shareholders of the Fund for their approval and such shareholders
fail to approve such continuance of this Agreement as provided herein, the
Manager may continue to serve hereunder in a manner consistent with the
1940 Act and the rules and regulations thereunder.
Action by the Corporation under paragraph (a) of this Paragraph 11 may be
taken either (i) by vote of a majority of the Directors, or (ii) by the vote of
a majority of the outstanding voting securities of the Fund.
12. This Agreement shall terminate automatically in the event of its
assignment by the Manager and shall not be assignable by the Corporation without
the consent of the Manager. Any termination of this Agreement pursuant to
Paragraph 11 shall be without the payment of any penalty. This Agreement shall
not be amended unless such amendment is approved by the vote of a majority of
the outstanding voting securities of the Fund (provided that such shareholder
approval is required by the 1940 Act and the rules and regulations thereunder,
giving effect to any interpretations of the Securities and Exchange Commission
and its staff), and by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Directors who are not
interested persons of the Corporation or of the Manager.
13. In the event this Agreement is terminated by either party or upon
written notice from the Manager at any time, the Corporation hereby agrees that
it will eliminate from its corporate name any reference to the name of
"Western." The Corporation shall have the non-exclusive use of the name
"Western" in whole or in part only so long as this Agreement is effective or
until such notice is given.
14. The Manager agrees that for services rendered to the Fund, or
indemnity due in connection with service to the Fund, it shall look only to
assets of the Fund for satisfaction and that it shall have no claim against the
assets of any other series of the Corporation.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
Attest: WESTERN ASSET FUNDS, INC.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President
Attest: XXXX XXXXX FUND ADVISER, INC.
By: /s/ Xxx Xxxxxxxx By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Vice President
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