FORM OF
INVESTMENT ADVISORY AGREEMENT
▇▇▇▇ ▇▇▇▇▇ INCOME TRUST, INC.:
▇▇▇▇ ▇▇▇▇▇ CORE BOND FUND
AGREEMENT made this ___ day of ________, 2004 by and between ▇▇▇▇ ▇▇▇▇▇
Fund Adviser, Inc. ("Manager"), a Maryland corporation, and Western Asset
Management Company ("Adviser"), 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 ▇▇▇▇ ▇▇▇▇▇ Core Bond Fund ("Fund"), a
series of ▇▇▇▇ ▇▇▇▇▇ Income 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 Adviser to provide it with certain
investment advisory services in connection with Manager's management of the
Fund; and
WHEREAS, Adviser 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 Adviser as investment adviser for
the Fund for the period and on the terms set forth in this Agreement. Adviser
accepts such appointment and agrees to furnish the services herein set forth for
the compensation herein provided.
2. Delivery of Documents. Manager has furnished the Adviser 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 April 28,
1987 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 Corporations 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 Adviser as investment adviser and approving this Agreement;
(d) The Corporation's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended, (File No. 33-12092) and the 1940 Act as
filed with the Securities and Exchange Commission on ________ ___, ____,
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 as 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").
The Manager will furnish Adviser 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, Adviser shall 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. The Adviser shall 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. The Adviser will 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, Adviser
will attempt to obtain the best net price and the most favorable execution of
its orders; however, the Adviser 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 Adviser 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 the Adviser or any affiliated person thereof except in
accordance with the rules, regulations or orders promulgated by the Securities
and Exchange Commission pursuant to the ▇▇▇▇ ▇▇▇. The Adviser shall also perform
such other functions of management and supervision as may be requested by the
Manager and agreed to by Adviser.
(b) The Adviser will 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 periodic and special reports as the Board
or the Manager reasonably may request.
(c) The Corporation hereby authorizes any entity or person associated with
the Adviser 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 the Adviser of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
4. Services Not Exclusive. The Adviser's services hereunder are not deemed
to be exclusive, and Adviser shall be free to render similar services to others.
It is understood that persons employed by Adviser to assist in the performance
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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 the
Adviser or any affiliate of Adviser to engage in and devote time and attention
to other business 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, Adviser 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.
The Adviser further agrees to preserve for the period 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, Adviser 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 that Adviser will render to Manager and
the Fund under this Agreement, Manager will pay Adviser a fee, computed daily
and paid monthly, at an annual rate equal to 40% of the fee received by the
Manager from the Fund, net of any waivers or reimbursements by the Manager of
its fee. Fees due to the Adviser hereunder shall be paid promptly to Adviser 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. The Adviser 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 ______
___, _____, 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 for two years from the above-written date.
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 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 of the Corporation or
of any party to this Agreement, by vote cast in person at a meeting called for
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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
of the outstanding voting securities of the Fund, by the Manager or by the
Adviser, on not less than 60 days' notice to the Fund and/or the other
party(ies) and will be terminated immediately upon any termination with respect
to the Fund of the Management Agreement between Manager and the Fund dated
______ ___, _____ or upon the mutual written consent of the Adviser, 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 constitution
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 caused this Agreement to be executed
by their officers thereunto duly authorized.
ATTEST: ▇▇▇▇ ▇▇▇▇▇ FUND ADVISER, INC.
By: _____________________________ By: ____________________________________
ATTEST: WESTERN ASSET MANAGEMENT COMPANY
By: _____________________________ By: _____________________________________
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