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 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 WESTERN ASSET
EMERGING MARKETS DEBT 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
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 Fund's
affairs. The Subadviser
shall furnish WESTERN SINGAPORE with such other documents and
information with regard to the Fund's affairs as WESTERN
SINGAPORE may from time to time reasonably request.
3. (a) Subject to the supervision of the Fund's Board of
Directors (the "Board"), ▇▇▇▇ ▇▇▇▇▇ Partners Fund Advisor, LLC
and the Subadviser, WESTERN SINGAPORE shall regularly provide
the Fund with respect to such portion of the Fund's 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 Fund's investment objectives, policies and
restrictions, as stated in the Fund's 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 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
SINGAPORE. WESTERN SINGAPORE 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 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 Fund's 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.
(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 Fund's 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 SINGAPORE s 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 Fund's 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 Fund, ▇▇▇▇ ▇▇▇▇▇ 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 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 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. As compensation for the services performed by WESTERN
SINGAPORE, including the services of any consultants retained by
WESTERN SINGAPORE, the Subadviser shall pay WESTERN SINGAPORE 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 SINGAPORE
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 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 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 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 SINGAPORE 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
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 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
Name: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
Title: Manager, US Legal and Corporate Affairs
WESTERN ASSET MANAGEMENT COMPANY LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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 Pte. Ltd.
WESTERN ASSET EMERGING MARKETS DEBT FUND INC.
By:/s/ R. ▇▇▇ ▇▇▇▇▇▇
_______________________________
Name: R. ▇▇▇ ▇▇▇▇▇▇
Title: Chairman, President and Chief
Executive Officer
SCHEDULE A
WESTERN ASSET EMERGING MARKETS DEBT FUND INC.
February 3, 2009
Fee: The sub-advisory fee will be the following percentage of
Allocated Assets: 0.30%
N:\Legal\SLB Legal Compliance\Legal\Users\
Current\▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (RMN)\SA Closed-end conformed Agreements\WA
Emerging Markets Debt Fund Inc. (ESD) SUBADVISORY AGREEMENT.
Singapore.doc
