Exhibit 5c
AMENDED
INVESTMENT ADVISORY AGREEMENT
XXXX XXXXX GLOBAL TRUST, INC.
AGREEMENT made this 1st day of May, 1997 by and between Xxxx Xxxxx Fund
Adviser, Inc. ("Manager"), a Maryland corporation, and Western Asset Management
Company("Western"), a California corporation, each of which is registered as an
investment adviser under the Investment Advisers Act of 1940.
WHEREAS, Manager is the manager of Xxxx Xxxxx Global Trust, Inc. (the
"Corporation"), an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), and
WHEREAS, Manager wishes to retain Western to provide it with certain
investment advisory services in connection with Manager's management of the Xxxx
Xxxxx Global Government Trust ("Fund"), a series of shares of the Corporation;
and
WHEREAS, Western 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. Appointment. Manager hereby appoints Western Asset Management
Company as investment adviser for the Fund for the period and on the terms set
forth in this Agreement. Western accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.
Western may enter into a contract ("Sub-advisory Agreement")
with an investment adviser in which Western delegates to such investment adviser
any or all of its duties specified in Paragraph 3 hereunder, porvided that such
Sub-advisory Agreement imposes on the investment adviser bound thereby all
duties and conditions to which Western in subject hereunder with respect to the
duties so delegated. Such Sub-advisory Agreement must meet all the requirements
of the 1940 Act and rules thereunder.
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2. Delivery of Documents. Manager has furnished Western with
copies properly certified or authenticated of each of the following:
(a) The Corporation's Articles of Incorporation, as filed with
the State Department of Assessments and Taxation of the State of
Maryland on December 31, 1992 and all amendments thereto (such Articles
of Incorporation, as presently in effect and as they shall from time to
time be amended, are herein called the "Articles");
(b) The Corporation's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be
amended, are herein called the "By-Laws");
(c) Resolutions of the Corporation's Board of Directors
authorizing the appointment of Manager as the manager and Western Asset
Management Company as investment adviser and approving the Management
Agreement between Manager and the Fund dated May 1, 1995 (the
"Management Agreement") and this Agreement;
(d) The Corporation's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended, and the 1940 Act (File
No. 33-56672) as filed with the Securities and Exchange Commission most
recently, including all exhibits thereto, relating to shares of common
stock of the Fund, par value $.001 per share (herein called "Shares")
and all amendments thereto;
(e) The Fund's most recent prospectus (such prospectus, as
presently in effect and all amendments and supplements thereto are
herein called the "Prospectus"); and
(f) The Fund's most recent statement of additional information
(such statement of additional information, as presently in effect and
all amendments and supplements thereto are herein called the "Statement
of Additional Information").
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The Manager will furnish Western from time to time with copies of all amendments
of or supplements to the foregoing.
3. Investment Advisory Services. (a) Subject to the supervision of the
Corporation's Board of Directors and the Manager, Western shall as requested by
the Manager regularly provide the Fund with investment research, advice,
management and supervision and shall furnish a continuous investment program for
the Fund's portfolio of securities consistent with the Fund's investment
objective, policies, and limitations as stated in the Fund's current Prospectus
and Statement of Additional Information. Western shall as requested by the
Manager determine from time to time what securities 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 objective, policies, and limitations of the Fund. Western will as
requested by the Manager place orders pursuant to its investment determinations
for the Fund either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, Western will attempt to obtain the best
net price and the most favorable execution of its orders; however, Western may,
in its discretion, purchase and sell portfolio securities from and to brokers
and dealers who provide the Fund with research, analysis, advice and similar
services, and Western may pay to these brokers, in return for research and
analysis, a higher commission than may be charged by other brokers. In no
instance will portfolio securities be purchased from or sold to Western or any
affiliated person thereof except in accordance with the rules, regulations or
orders promulgated by the Securities and Exchange Commission pursuant to the
1940 Act. Western shall also perform such other functions of management and
supervision as may be requested by the Manager and agreed to by Western.
(b) Western will as requested by the Manager oversee the maintenance of
all books and records with respect to the securities transactions of the Fund in
accordance with all applicable federal and state laws and regulations, and will
furnish the Board of Directors of the Corporation with such
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periodic and special reports as the Board or the Manager reasonably may request.
(c) The Corporation hereby authorizes any entity or person associated
with Western which is a member of a national securities exchange to effect any
transaction on the exchange for the account of the Corporation which is
permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder, and the Corporation hereby consents to the retention by
such person associated with Western of compensation for such transactions,
whether in accordance with Rule 11a2-2(T)(a)(2)(iv) or otherwise.
4. Services Not Exclusive. Western's services hereunder are not deemed
to be exclusive, and Western shall be free to render similar services to others.
It is understood that persons employed by Western to assist in the performance
of its duties hereunder might not devote their full time to such service.
Nothing herein contained shall be deemed to limit or restrict the right of
Western or any affiliate of Western to engage in and devote time and attention
to other businesses or to render services of whatever kind or nature.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, Western hereby agrees that all books and records which it
maintains for the Fund are property of the Fund and further agrees to surrender
promptly to the Fund or its agents any of such records upon the Fund's request.
Western further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act, any such records required to be maintained by Rule 31a-1
under the 1940 Act.
6. Expenses. During the term of this Agreement, Western will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commissions, if any)
purchased for the Fund.
7. Compensation. For the services which Western will render to
Manager and the Fund under this Agreement, Manager will pay Western a fee,
computed daily and paid monthly, at an annual rate equal to 53-1/3% of the fee
received by the Manager from the Fund, net of any waivers or reimbursements by
the Manager of its
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fee. Fees due to Western hereunder shall be paid promptly to Western by the
Manager following its receipt of fees from the Fund. If this Agreement is
terminated as of any date not the last day of a calendar month, a final fee
shall be paid promptly after the date of termination and shall be based on the
percentage of days of the month during which the contract was still in effect.
8. Limitation of Liability. Western will not be liable for any error of
judgment or mistake of law or for any loss suffered by Manager or by the Fund in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations or duties under this Agreement.
9. Definitions. As used in this Agreement, the terms "securities" and
"net assets" shall have the meanings ascribed to them in the Articles of
Incorporation of the Corporation; 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 Securities and Exchange Commission by any
rule, regulation or order.
10. Duration and Termination. This Agreement will become effective May
1, 1997, provided that it shall have been approved by the Corporation's Board of
Directors and by the shareholders of the Fund in accordance with the
requirements of the 1940 Act and, unless sooner terminated as provided for
herein, shall continue in effect until May 1, 1999. Thereafter, if not
terminated, this Agreement shall continue in effect for successive annual
periods, provided that such continuance is specifically approved at least
annually (i) by the Corporation's Board of Directors or (ii) by a vote of a
majority (as defined in the 0000 Xxx) of the outstanding voting securities of
the Fund, provided that in either event the continuance is also approved by a
majority of the Corporation's Directors who are not interested persons (as
defined in the 0000 Xxx) of the Corporation or of any party to this Agreement,
by vote cast in person at a meeting
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called for the purpose of voting on such approval. This Agreement is terminable
without penalty, by vote of the Corporation's Board of Directors, by vote of a
majority (as defined in the 0000 Xxx) of the outstanding voting securities of
the Fund, by the Manager or by Western, on not less than 60 days' notice to the
Fund and/or the other party(ies) and will be terminated immediately upon any
termination of the Management Agreement with respect to the Fund or upon the
mutual written consent of Western, the Manager, and the Fund. Termination of
this Agreement with respect to the Fund shall in no way affect continued
performance with regard to any other portfolio of the Corporation. This
Agreement will automatically and immediately terminate in the event of its
assignment.
11. Further Actions. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
12. Amendments. 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 this Agreement shall be
effective until approved by vote of the holders of a majority of the Fund's
outstanding voting securities.
13. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. 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 and shall inure to the
benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
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[SEAL] XXXX XXXXX FUND ADVISER, INC.
Attest:
By:/s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxx
[SEAL] WESTERN ASSET MANAGEMENT COMPANY
Attest:
By:/s/ Xxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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