SMASh Series EC Portfolio
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 Master Portfolio
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 Portfolio); and
WHEREAS, the Subadviser wishes to engage
Western Singapore to provide certain investment
advisory services to the Portfolio, 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
Portfolio (the Subadvisory Agreement), the Subadviser
hereby appoints Western Singapore to act as a
subadviser with respect to the Portfolio 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 Portfolio, its
Portfolios available, or to become available, for
investment, and generally as to the condition of the
Portfolios affairs. The Subadviser shall furnish
Western Singapore with such other documents and
information with regard to the Portfolios 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 Portfolio with
respect to such portion of the Portfolios 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
Portfolios investment objectives, policies and
restrictions, as stated in the Portfolios 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 Portfolio and what
portion of the Allocated Assets will be held in the
various securities and other investments in which the
Portfolio 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
Portfolio 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 Portfolio as to deliveries of securities and
other investments and payments of cash for the
account of the Portfolio. 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
Portfolio in one or more investment companies.
Western Singapore will place orders pursuant to its
investment determinations for the Portfolio 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
Portfolio 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 Portfolio
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 Portfolios 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 Portfolio 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 Portfolio 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 Portfolio which is permitted by
Section 11(a) of the Exchange Act and Rule 11a2-2(T)
thereunder, and the Portfolio 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 Portfolio, as principals or agents in making
purchases or sales of securities or other property
for the account of the Portfolio, 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 Portfolio 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 Portfolio from
time to time, and will comply with all other
provisions of the Governing Documents and the
Portfolios 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 Portfolio are
the property of the Portfolio, and further agrees to
surrender promptly to the Portfolio any of such
records upon the Portfolios 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 Portfolios 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
Portfolio; the cost (including brokerage commissions,
transaction fees or charges, if any) in connection
with the purchase or sale of the Portfolios
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 Portfolio SMASh EC
Portfolio
s shares and servicing shareholder accounts;
expenses of registering and qualifying the Portfolios
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 Portfolios shareholders; costs of
stationery; website costs; costs of meetings of the
Board or any committee thereof, meetings of
shareholders and other meetings of the Portfolio;
Board fees; audit fees; travel expenses of officers,
members of the Board and employees of the Portfolio,
if any; and the Portfolios pro rata portion of
premiums on any fidelity bond and other insurance
covering the Portfolio 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 Portfolio
is a party and the legal obligation which the
Portfolio may have to indemnify the Portfolios Board
members and officers with respect thereto.
7. No member of the Board, officer or
employee of the Trust or Portfolio shall receive from
the Trust or Portfolio 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 Portfolio 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
Portfolio, provided that nothing in this Agreement
shall protect Western Singapore against any liability
to the Subadviser, ▇▇▇▇ ▇▇▇▇▇ Partners Fund Advisor,
LLC or the Portfolio 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 Portfolio 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
Portfolio, 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 Portfolio 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 Portfolio on the date set forth
opposite the Portfolios 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 Portfolio 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
effectiveness. Thereafter, if not terminated, this
Agreement shall continue in effect with respect to
the Portfolio, 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 Portfolio,
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 Portfolio without penalty by the Board or by
vote of a majority of the outstanding voting
securities of the Portfolio, 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 Portfolio 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 Portfolio in connection with
this Agreement or the services rendered under the
Agreement, it shall look only to assets of the
Portfolio 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 Portfolios
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
Portfolio or otherwise, any obligation to Western
Asset Management Company Pte. Ltd.
▇▇▇▇ ▇▇▇▇▇
PARTNERS MASTER
PORTFOLIO TRUST
By: /s/ R. ▇▇▇
▇▇▇▇▇▇
Name: R.
▇▇▇ ▇▇▇▇▇▇
Title:
Chairman,
President and
Chief Executive
Officer
SMASh Series EC Portfolio Signature Page
ANNEX I
Not applicable
SCHEDULE A
SMASh SERIES EC PORTFOLIO Date: September 2, 2008
