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 Ltd, a corporation organized under
the laws of Japan ("WESTERN JAPAN").
WHEREAS, the Subadviser has been retained by Xxxx
Xxxxx Partners Fund Advisor, LLC to provide investment
advisory, management, and administrative services to
WESTERN ASSET GLOBAL PARTNERS 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
JAPAN to provide certain investment advisory services to
the Fund, and WESTERN JAPAN 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
JAPAN to act as a subadviser with respect to the Fund
for the period and on the terms set forth in this
Agreement. WESTERN JAPAN accepts such appointment and
agrees to render the services herein set forth, for the
compensation herein provided.
2. The Subadviser shall cause WESTERN JAPAN 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 JAPAN with such other documents
and information with regard to the Fund's affairs as
WESTERN JAPAN 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 JAPAN
shall regularly provide the Fund with respect to such
portion of the Fund's assets as shall be allocated to
WESTERN JAPAN 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 JAPAN 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 JAPAN.
WESTERN JAPAN 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 JAPAN 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 JAPAN or its affiliates
exercise investment discretion. WESTERN JAPAN 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 JAPAN 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 JAPAN 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
JAPAN's authority regarding the execution of the Fund's
portfolio transactions provided herein. WESTERN JAPAN
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 JAPAN 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
JAPAN 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 JAPAN or
its affiliates is participating, or arrange for
purchases and sales of securities between the Fund and
another account advised by WESTERN JAPAN 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
JAPAN and its directors and officers.
4. WESTERN JAPAN may delegate to any other one
or more companies that WESTERN JAPAN controls, is
controlled by, or is under common control with, or to
specified employees of any such companies, certain of
WESTERN JAPAN's duties under this Agreement, provided in
each case WESTERN JAPAN will supervise the activities of
each such entity or employees thereof, that such
delegation will not relieve WESTERN JAPAN 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 JAPAN 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 1940 Act, WESTERN
JAPAN 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 JAPAN 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 JAPAN, 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 JAPAN relating to
the services provided by WESTERN JAPAN hereunder.
(b)WESTERN JAPAN 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 JAPAN 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 JAPAN or any affiliated
company of WESTERN JAPAN, 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 JAPAN's
or any affiliated company's staff.
8. As compensation for the services performed by
WESTERN JAPAN, including the services of any consultants
retained by WESTERN JAPAN, the Subadviser shall pay
WESTERN JAPAN 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 JAPAN 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 JAPAN 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 JAPAN against any liability to the
Subadviser, Xxxx Xxxxx Partners Fund Advisor, LLC or the
Fund to which WESTERN JAPAN 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 0, xxx xxxx "XXXXXXX
XXXXX" shall include any affiliates of WESTERN JAPAN
performing services for the Fund contemplated hereby and
the partners, shareholders, directors, officers and
employees of WESTERN JAPAN and such affiliates.
10. Nothing in this Agreement shall limit or
restrict the right of any director, officer, or employee
of WESTERN JAPAN 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 JAPAN 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 JAPAN 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 JAPAN. Such
transactions may be combined, in accordance with
applicable laws and regulations, and consistent with
WESTERN JAPAN'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 JAPAN, or by
WESTERN JAPAN 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 JAPAN. This Agreement shall terminate
automatically in the event of its assignment by WESTERN
JAPAN and shall not be assignable by the Subadviser
without the consent of WESTERN JAPAN.
14. WESTERN JAPAN 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 Ltd.
WESTERN ASSET GLOBAL PARTNERS
INCOME FUND INC.
By:/s/ R. Xxx Xxxxxx
_______________________________
Name: R. Xxx Xxxxxx
Title: Chairman, President
and Chief Executive Officer
ANNEX I
This Annex I forms a part of the Subadvisory Agreement
dated as of February 3, 2009 by and between Western
Asset Management Company, a California corporation, and
Western Asset Management Company Ltd
("WESTERN JAPAN":
The Japanese subadviser, WESTERN JAPAN, is regulated by
the Japanese Securities and Exchange Surveillance
Commission, a commission established by the Japanese
Financial Services Agency, and is subject to applicable
local laws and regulation. The performance of Western
Asset Management Company Ltd's obligations under the
Subadvisory Agreement dated as of February 3, 2009, will
not, however, subject WESTERN ASSET GLOBAL PARTNERS
INCOME FUND INC. (the "Fund") to any statute, law, rule
or regulation or the jurisdiction of any court, or
agency, or body, other than those to which the Fund was
previously subject.
SCHEDULE A
WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.
February 3, 2009
Fee:
The sub-advisory fee will be the following percentage of
Allocated Assets: 0.30%
