LMP Institutional Trust
SMASh Series EC 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 ▇▇▇▇ ▇▇▇▇▇ Partners Fund Advisor LLC to
provide investment advisory management and
administrative services to ▇▇▇▇ ▇▇▇▇▇ Partners
Institutional Trust (the Trust) a Maryland
business trust registered as a management
investment
company under the Investment Company Act of 1940
as amended (the ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇▇▇ 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) ▇▇▇▇ ▇▇▇▇▇
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
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇ 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. The Manager shall not pay Western
Singapore any fee hereunder. Western Singapore
acknowledges and agrees that the Fund is an
integral part of separately managed account
programs and
that Western Singapore will be compensated
directly or indirectly by separately managed
account
sponsors for services rendered hereunder.
Western Singapore acknowledges and agrees that
such
compensation is sufficient compensation
hereunder.
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 ▇▇▇▇ ▇▇▇▇▇ 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 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
effectivenes. 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
Name: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
Title: Manager US Legal and Corporate
Affairs
WESTERN ASSET MANAGEMENT COMPANY
PTE. LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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.
▇▇▇▇ ▇▇▇▇▇ PARTNERS INSTITUTIONAL
TRUST
By: /s/ R. Jay
Gerken_______________________________
Name: R. Jay
Gerken___________________________
Title: Chairman President and Chief
Executive Officer
SMASh Series EC Fund Signature Page
ANNEX I
Not Applicable
SCHEDULE A
SMASh SERIES EC FUND Date: September
2 2008
2
A/72617709.1
A/72617709.1
