INVESTMENT MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT made this 25th day of
May 2016,
by and between Security Investors, LLC (the "Advisor"), a Kansas
limited
liability company, and
Western Asset Management Company ("WAM"), a California corporation
, each
of which is
registered as an investment adviser under the Investment Advisers
Act of
I 940, as amended.
WHEREAS, the Advisor is the adviser of Western Asset/Claymore
Inflation-Linked
Opportunities & Income Fund (the "Trust"), a closed-end, management
investment company
registered under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, the Advisor wishes to retain WAM to provide certain
investment advisory
services in connection with the Advisor's management of the Trust;
and
WHEREAS, WAM is willing lo 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. The Advisor hereby appoints WAM as
investment
manager for the
Trust for the period and on the tenns set forth in this Agreement.
WAM accepts such
appointment and agrees to furnish the services herein set forth
for the
compensation herein
provided.
2. Delivery of Documents. The Advisor has furnished
WAM with
copies of each of
the following:
(a) The Trust's Agreement and Declaration of Trust
and all
amendments thereto
(such Declaration of Trust, as presently in effect and as it shall
from
lime to time be amended, is
herein called the "Declaration");
(b) The Trust'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 Trust's Board of Trustees
(the "Trustees")
authorizing the
appointment of the Advisor as the adviser and WAM as investment manager
and approving the
Investment Advisory Agreement between the Advisor and the Trust with
respect
to the Trust (the
"Advisory Agreement") and this Agreement;
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N-2 under the Securities Act of 1933, as amended, and the
1940 Act,
including all
exhibits thereto, relating to common shares of beneficial interest of
the Trust,
no par value;
(e) The Trust's most recent prospectus (such prospectus
, as
presently in effect,
and all amendments and supplements thereto are herein called the
"Prospectus");
and
(t) The Trust's most recent statement of additional information
(such statement of
additional infonnation, as presently in effect, and all amendments and
supplements
thereto are
herein called the "Statement of Additional Jnfonnation").
The Advisor will furnish WAM from time to time with copies of all
amendments
of or
supplements to the foregoing.
3. I nvestment Advisory Services. (a) Subject to the
supervision of
the Trustees and
the Advisor, WAM shall as requested by the Advisor regularly provide
the Trust
with investment
research, advice, management and supervision and shall furnish a continuous
investment
program for the Trust consistent with the Trust's investment objectives,
policies,
and restrictions
as stated in the Trust's current Prospectus and Statement of Additional
Jnfonnation.
WAM shall
as requested by the Advisor determine from time to time what securities
or other
property will be
purchased, retained or sold by the Trust, and shall implement those
decisions, all
subject to the
provisions of the Trust's Declaration 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 objectives, policies, and restrictions of
the Trust
, as each of the
foregoing may be amended from time to time. WAM will as requested by the
Advisor
place
orders pursuant to its investment determinations for the Trust either
directly with
the issuer or
with any broker, dealer or futures commission merchant (collectively,
a "broker").
In the
selection of brokers and the placing of orders for the purchase and sale of
portfolio investments
for the Trust, WAM shall seek to obtain for the Trust the most favorable
price
and execution
available, except to the extent it may be permitted to pay higher
brokerage
commissions for
brokerage and research services as described below. Jn using its best
efforts
to obtain for the
Trust the most favorable price and execution available, WAM, bearing in
mind the
Trust's best
interests at all times, shall consider all factors it deems relevant,
including,
by way of illustration,
price, the size of the transaction, the nature of the market for the
security, the
amount of the
commission, the timing of the transaction taking into consideration market
prices
and trends, the
reputation, experience and financial stability of the broker involved
and the
quality of service
rendered by the broker in other transactions. Subject to such policies
as the
Trustees may
detennine and communicate to WAM in writing, WAM shall not be deemed to
have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise
solely by reason
of its havi ng caused the Trust to pay a broker that provides brokerage
and
research services to
WAM or any affiliated person of WAM an amount of commission for
effecting a
portfolio
investment transaction in excess of the amount of commission another
broker would
have
charged for effecting that transaction, if WAM determines in good faith
that
such amount of
commission was reasonable in relation to the value of the brokerage
and research
services
provided by such broker, viewed in terms of either that particular
transaction
or WAM's overall
responsibilities with respect to the Trust and to other clients of WAM
and any
affiliated person
of WAM as to which WAM or any affiliated person of WAM exercises
investment
discretion.
WAM shall also perform such other functions of management and
supervision as
may be
requested by the Advisor and agreed to by WAM.
(b) WAM will as requested by the Advisor oversee
the
maintenance of all books
and records with respect to the investment transactions of the Trust
that it
implements in
accordance with all applicable federal and state laws and regulations,
and will
furnish the
Trustees with such periodic and special reports as the Trustees or the
Advisor
reasonably may
request.
(c) The Trust hereby agrees with WAM and any investment manager
appointed
pursuant to paragraph 3(d) below (a "Subadviser11
that any entity or person associated with
WAM or the Subadviser (or with any affiliated person of WAM or the
Subadviser)
which is a
member of a national securities exchange is authorized to effect any
transaction on such
exchange for the account of the Trust which is permitted by Section
l l (a) of
the Securities
Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and
the Trust
hereby
consents to the retention of compensation for such transactions in
accordance
with Rule 1 1a2-
2(T)(a)(2)(iv) or otherwise.
(d) WAM may enter into a contract (the "Subadvisory
Contract") with
one or
more investment managers in which WAM delegates to such investment
manager or
investment
managers any or all duties specified in this Section 3. Such
Subadvisory
Contract must meet all
requirements of the 1940 Act and the rules and regulations thereunder.
4. Services Not Exclusive. WAM's services hereunder are
not deemed
to be
exclusive, and WAM shall be free to render similar services to others.
It is
understood that
persons employed by WAM 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 WAM or any affiliate of WAM 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, WAM hereby agrees that all books and records which it
maintains for the
Trust are
property of the Trust and further agrees to surrender promptly to the
Trust or
its agents any of
such records upon the Trust's request. WAM 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, WAM will
pay all
expenses
incurred by it in connection with its activities under this Agreement
other than
the cost of
securities and other property (including brokerage commissions, if any)
purchased
for the Trust.
7. Compensation. For the services which WAM will render
to the
Advisor and the
Trust under this Agreement, the Advisor shall pay WAM an annual fee,
payable on
a monthly
basis, at the annual rate of 0.27% of the Trust's average weekly assets.
"Average
Weekly
Assets" means the average weekly value of the total assets of the Trust
(including
any assets
attributable to leverage) minus accrued liabilities (other than
liabilities
representing leverage).
For purposes of calculating Average Weekly Assets, neither the liquidation
preference of any
preferred shares of beneficial interest outstanding nor any liabilities
associated
with any
instruments or transactions to leverage the Trust's portfolio (whether
or not such
instruments or
transactions are "covered" within the meaning of the 1940 Act and the
rules and
regulations
thereunder, giving effect to any interpretations of the Securities and
Exchange
Commission and
its staff) is considered a liability. In addition, with respect to reverse
repurchase or dollar roll
transactions ("Repurchase Transactions") entered into by the Trust,
Average Weekly
Assets
includes (a) any proceeds from the sale of an asset (the "Underlying
Asset") of the
Trust to a
counterparty in a Repurchase Transaction and (b) the value of such
Underlying Asset
as of the
relevant measuring date. Fees due to WAM hereunder shall be paid promptly
to WAM
by the
Advisor following its receipt of fees from the Trust. For any period
less than a
month during
which this Agreement is in effect, the fee shall be prorated according
to the
proportion which
such period bears to a full month of 28, 29, 30 or 31 days, as the case
may be. Fo
r purposes of
this Agreement and except as otherwise provided herein, the Average
Weekly Assets
of the Trust
shall be calculated pursuant to procedures adopted by the Trustees of the
Trust for
calculating the
value of the Trust's assets or delegating such calculations to third
parties.
8. Limitation of Liability. In the absence of willful
misfeasance, bad
faith or gross
negligence on the part of WAM, or reckless disregard of its obligations
and duties
hereunder,
WAM shall not be subject to any liability to the Advisor, the Trust or
any shareholder
of the
Trust, for any act or omission in the course of, or connected with,
rendering services
hereunder.
9. Definitions. As used in this Agreement, the terms
"assignment,"
"interested
person," "affiliated 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, issued or adopted by the Securities and Exchange Commission or
its staff
by any rule,
regulation, or order; the term "specifically approve at least annually"
shall be
construed in a
manner consistent with the 1940 Act and the rules and regulations
thereunder; and
the term
"brokerage and research services" shall have the meaning given in the
Securities
Exchange Act
of 1934, as amended, and the rules and regulations thereunder.
10. Term. This Agreement shall become effective upon its
execution
, and shall
remain in full force and effect continuously thereafter (unless
terminated
automatically as set
forth in Section 12) until terminated as follows:
(a) The Trust may at any time terminate this
Agreement by 60
days' written
notice delivered or mailed by registered mail, postage prepaid, to the
Advisor and
WAM, or
(b) If (i) the Trustees or the shareholders of the Trust by
vote of a
majority of
the outstanding voti ng securities of the Trust, and (ii) a majority of
the Trustees
who are not
interested persons of the Trust, the Advisor or WAM, by vote cast in
person at a
meeting called
for the purpose of voting on such approval, do not specifically approve
at least
annually the
continuance of this Agreement, then this Agreement shall automatically
terminate
on December
31, 2016; provided, however, that if the continuance of this Agreement
is
submitted to the
shareholders of the Trust for their approval and such shareholders fail
to approve
such
continuance of this Agreement as provided herein, WAM may continue to
serve
hereunder in a
manner consistent with the 1940 Act and the rules and regulations
thereunder, or
(c) WAM may at any time terminate this Agreement by 60 days'
written
notice delivered or mailed by registered mail, postage prepaid, to the
Advisor.
Action by the Trust under paragraph (a) of this Section l 0 may
be taken either
(i) by vote
of a majority of the Trustees, or (ii) by the vote of a majority of the
outstanding
voting securities
of the Trust.
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. No Assignment; Amendments. This Agreement shall terminate
automatically in
the event of its assignment or in the event that the Advisory Agreement
shall have
terminated for
any reason. Any termination of this Agreement pursuant to Section 10
shall be
without the
payment of any penalty. This Agreement shall not be amended unless such
amendment
is
approved by the vote of a majority of the outstanding voting securities
of the
Trust (provided that
such shareholder approval is required by the 1940 Act and the rules and
regulations
thereunder,
giving effect to any interpretations of the Securities and Exchange
Commission and
its staff) and
by the vote, cast in person at a meeting called for the purpose of
voting on such
approval, of a
majority of the Trustees who are not interested persons of the Trust,
the Advisor
or WAM.
13. Non-Exclusive Right. WAM hereby grants to the Trust the
nonexclusive right
and license to use the xxxx "Western" (the "Licensed Xxxx") in the
Trust's name and
in
connection with the formation, issuance, marketing, promotion and operations
of, or
disclosure
related to, the Trust. WAM agrees that it shall receive no compensation
for any
such use by the
Trust. WAM hereby warrants and represents that it has filed applications
and/or
owns rights in
the Licensed Xxxx sufficient to grant this license. No right, title, or
interest
in the Licensed
Xxxx, except the right to use the Licensed Xxxx as provided in this
Agreement, is
or will be
transferred to the Trust by this Agreement. Should this Agreement be
terminated,
the Trust
agrees that it will take reasonably necessary steps to change its name
to a name
not including the
word "Western."
14. 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.
15. Limitation of Liability. A copy of the Trust's Agreement
and
Declaration of
Trust is on file with the Secretary of The Commonwealth of Massachusetts,
and notice
is hereby
given that this Agreement has been executed on behalf of the Trust by an
officer of
the Trust as
an officer and not individually and the obligations of or arising out of
this
Agreement are not
binding upon any of the Trustees, officers or shareholders of the Trust
individually but are
binding only upon the assets and property of the Trust.
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.
Attest: SECURITY INVESTORS, LLC
By: M:tlP. Mega: By: q. -----
Senior Vice President
& Secretary
Attest: WESTERN ASSET MANAGEMENT COMPANY
The foregoing is accepted by:
Attest:
By: :-:::,
By:
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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.
Attest: SECURITY INVESTORS, LLC
By: - By:
Xxxxxxx X. Xxxxxxx
Xxx X. Xxx
Senior Vice President & Secretary
By:
By
:
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Attest: WESTERN ASSET MANAGEMENT COMPANY
...:aam Xxxxxx
The foregoing is accepted by: 1anager, U.S. Legal Affairs
Attest: WESTERN ASSET/CLAYMORE INFLATION-LINKED
OPPORTUNITIES & INCOME FUND
Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxxxx
Secretary
