INVESTMENT ADVISORY AGREEMENT
This INVESTMENT ADVISORY AGREEMENT, made this 3rd
day of May, 2016, by and between Western
Asset/Claymore
Inflation-Linked Opportunities & Income Fund, a
Massachusetts
business trust (the "Trust"), and Security Investors
, LLC, a Kansas
limited liability company (the "Advisor").
WHEREAS, the Trust is registered as a closed-end
management
investment company under the Investment Company Ac
t of 1940,
as amended ("1940 Act"); and
WHEREAS, the Trust wishes to retain the Advisor to
provide certain
investment advisory, management, administrative and
shareholder
services; and
WHEREAS, the Advisor 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. The Trust hereby appoints Security Investors,
LLC as Advisor
of the Trust for the period and on the terms set forth in
this Agreement.
The Advisor accepts such appointment and agrees to render
the
services herein set forth, for the compensation herein
provided.
2. The Trust shall at all times keep the Advisor
fully informed
with regard to the securities and other property owned by
it, its funds
available, or to become available, for investment, and
generally as to
the condition of its affairs. It shall furnish the Advisor
with such other
documents and information with regard to its affairs as the
Advisor
may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust's
Board of Trustees
(the "Trustees"), the Advisor shall 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. The
Advisor shall 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
Agreement and Declaration of Trust 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. The Advisor
will
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, the Advisor shall seek to
obtain 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. In
using its best efforts to obtain for the Trust the most
favorable price and
execution available, the Advisor, 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 account 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 determine,
the Advisor 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 having
caused the Trust to pay, on behalf of the Trust, a broker
that provides
brokerage and research services to the Advisor or any
affiliated person
of the Advisor an amount of commission for effecting a
portfolio
investment transaction in excess of the amount of commission
another
r broker would have charged for effecting that transaction,
if the Advisor
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 the
Advisor's overall responsibilities with respect to the Trust
and to other
clients of the Advisor and any affiliated person of the
Advisor as to which
the Advisor or any affiliated person of the Advisor exercises
investment
discretion. The Advisor shall also provide advice and
recommendations
with respect to other aspects of the business and affairs of
the Trust, and
shall perform such other functions of management and
supervision, as may
be directed by the Trustees.
(b) In addition to the services to be
provided by the Advisor
pursuant to Paragraph 3(a) of this Agreement, the Advisor
shall,
subject to the supervision of the Trustees, provide the
services set
forth in Ex hi bit A attached hereto. In all matters
pertaining to the
performance of the services set forth in Exhibit A, the Advisor
will act in conformity with the Trust's Agreement and
Declaration
of Trust, By-Laws and registration statements, each as
amended
from time to time, and with the directions of the Trustees
and the
Trust's executive officers; and will conform to and comply with
the
requirements of the 1940 Act and the rules and regulations
thereunder and all other applicable federal or state laws and
regulations.
Notwithstanding any other provision of this Agreement, the
Advisor shall be
responsible for any expense it incurs in connection with its
duties under this
Paragraph 3(b).
(c) The Trust hereby agrees with the Advisor
and with any
investment manager appointed pursuant to Paragraph 4 below
(an "Investment Manager") that any entity or person associated
with the Advisor or Investment Manager (or with any affiliated
person of the Advisor or Investment Manager) that 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 Section1l(a) of the Securities Exchange Act of
1934, as amended, and Rule 1la2-2(T) thereunder, and the
Trust hereby consents to the retention of compensation for such
transactions in accordance with Rule 1la2-2(T)(a)(2)(iv) or
otherwise.
4. The Advisor may enter into a contract ("Investment
Management Agreement") with one or more investment managers
in which the Advisor delegates to such investment manager or
investment managers any or all of its duties specified in
Paragraph
3 hereunder.
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Such Investment Management Agreement must meet all requirements
of the 1940 Act and the rules and regulations thereunder.
5. (a) The Advisor, at its expense, shall supply
the Board
of Trustees and officers of the Trust with statistical information
and reports reasonably requested by them and reasonably available
to the Advisor and shall furnish the Trust with office facilities,
including space, furniture and equipment and all personnel
reasonably
necessary for the operation of the Trust. The Advisor shall
oversee the
maintenance of all books and records with respect to the
Trust's portfolio
transactions and the keeping of the Trust's books of account
in
accordance with all applicable federal and state laws and
regulations
and shall perform such other administrative, bookkeeping or
clerical
duties as may be agreed upon by the parties. In compliance
with the
requirements of Rule 31a-3 under the 1940 Act, the Advisor
hereby
agrees that any records which it maintains for the Trust are
the 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. The
Advisor 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. The Advisor shall authorize
and
permit any of its directors, officers and employees, who may be
elected
as Trustees or officers of the Trust, to serve in the capacities
in which
they are elected. The Advisor may enter into a contract with one
or more
other parties in which the Advisor delegates to such party or
parties any
or all of the duties specified in this Paragraph 5(a).
(b) Other than as herein specifically indicated, the Advisor
shall
not be responsible for the expenses of the Trust. Specifically
(but without
limitation), the Advisor will not be responsible for any of the
following
expenses of the Trust, which expenses shall be borne by the
Trust: advisory
fees; distribution fees; interest; taxes; governmental fees;
fees, voluntary
assessments and other expenses incurred in connection with
membership
in investment company organizations; the cost (including
brokerage commissions
or charges, if any) of securities or other property purchased
or sold by the
Trust and any losses in connection therewith; fees of custodians,
transfer
agents,registrars, administrators or other agents; legal
expenses; expenses of
preparing share certificates; expenses relating to the redemption
or repurchase
of the Trust's shares; expenses of registering and qualifying
shares of the
Trust for sale under applicable federal and state law; expenses
of preparing,
setting in print, printing and distributing prospectuses,
reports, notices and
dividends to Trust shareholders; costs of stationery; costs of
shareholders'
and other
meetings of the Trust; Trustees' fees; audit fees; travel
expenses of officers,
Trustees and employees of the Trust, if any; and the Trust's
pro rata portion
of premiums on any fidelity bond and other insurance covering
the Trust
and/or its officers and Trustees.
6. No Trustee, officer or employee of the Trust
shall receive
from the Trust any salary or other compensation as such Trustee,
officer or employee while he or she is at the same time a director,
officer, or employee of the Advisor or any affiliated company
of the
Advisor. This Paragraph 6 shall not apply to Trustees, executive
committee members, consultants and other persons who are not
regular members of the Advisor's or any affiliated company's staff.
7. As compensation for the services performed and
expenses
assumed by the Advisor, including the services of any consultants,
investment managers or other parties retained by the Advisor,
the Trust
shall pay the Advisor an annual fee, payable on a monthly basis,
at the
annual rate of 0.60% 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 used 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. 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. 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. For
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. In the
event that the
expenses of the Trust exceed any expense limitation which the
Advisor may,
by written notice to the Trust, voluntarily declare to be effective
with respect
to the Trust, subject to such terms and conditions as the Advisor
may prescribe
in such notice, the compensation due the Advisor shall be reduced,
and, if
necessary, the Advisor shall bear the Trust's expenses to the
extent required
by such expense limitation.
8. In the absence of willful misfeasance, bad faith
or gross negligence
on the part of the Advisor, or reckless disregard of its
obligations and duties
hereunder, the Advisor shall not be subject to any liability to
the Trust
or to any shareholder of the Trust, for any act or omission in
the course
of, or connected with, rendering services hereunder.
9. Nothing in this Agreement shall limit or restrict
the right of any
director, officer, or employee of the Advisor who may also be a
Trustee,
officer, or employee of the Trust to engage in any other business
or to
devote his or her time and attention to the management or other
aspects
of any other business, whether of a similar nature or a
dissimilar nature,
or limit or restrict the right of the Advisor to engage in any
other business
or to render services of any kind, including investment advisory and
management services, to any other trust, firm, individual o
r association.
10. 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.
11. 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 Paragraph 12 below)
until
terminated as follows:
(a) Either party hereto may at any time
terminate this Agreement
by sixty days' written notice delivered or mailed by registered mail
, postage prepaid, to the other party, or
(b) If (i) the Trustees or the shareholders of the
Trust by the
vote of a majority of the outstanding voting securities of the
Trust,
and (ii) a majority of the Trustees who are not interested persons
of the Trust or of the Advisor, 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, 20 l 6;
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, the Advisor may continue to serve
hereunder in a
manner consistent with the 1940 Act and the rules and regulations
thereunder.
Action by the Trust under paragraph (a) of this
Paragraph 11 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.
12. Except as otherwise provided herein, this
Agreement shall
terminate automatically in the event of its assignment by
the Advisor
and shall not be assignable by the Trust without the consent
of the Advisor. Any termination of this Agreement pursuant
to
Paragraph 11 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 or of the Advisor.
13. Guggenheim Funds Investment Advisors, LLC
("GFIA"), hereby
grants to the Trust the nonexclusive right and license to use
the xxxx
"Claymore" (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. GFIA agrees that it
shall receive no
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compensation for any such use by the Trust. GFIA 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 "Claymore."
14. The Advisor agrees on behalf of itself and its
employees to treat
Confidentially and as proprietary information of the Trust
all
records and other information relative to the Trust, any
Investment
Manager appointed pursuant to Paragraph 4 hereof, and all prior,
current or potential shareholders of the Trust and not to
use such
records and information for any purpose other than the
performance
of its duties hereunder. The Advisor also agrees that,
without the
prior written consent of the Trust, it will not disclose
personal
information of any shareholders of the Trust ("Personal
Shareholder
Information") or any other confidential information, including
to
Its affiliates, unless it is required by law to disclose the
information
to the recipient of such information. The Advisor further
agrees,
represents and warrants that (a) only those employees of
the Advisor
who need to do so in carrying out their job responsibilities
may access
Personal Shareholder Information; (b) it maintains physical,
electronic
and procedural safeguards that comply with federal standards
to protect
confidentiality; and (c) it may use Personal Shareholder
Information
only for the purposes set forth in this Agreement. Upon
termination
of this Agreement, all confidential information shall be
promptly
returned unless otherwise agreed to by the parties, although copies
may be retained.
15. 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. 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.
16. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed
by their officers thereunto duly authorized.
Attest: WESTERN ASSET/CLAYMORE INFLATION-LINKED
OPPORTUNIT INCOME F
By: e By:
Attest: SECURITY INVESTORS, LLC
By: - By: 9-- ;2
is Xxx X. Xxx(J
Senior Vice President & Secretary
Attest: GUGGENHEIM FUNDS INVESTMENT ADVISORS, LLC,
in its individual capacity only with respect to Paragraph 13
By: =
egaris
By: c; ')_,_-
Xxx X. Xxx
Senior Vice President &
Secretary
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EXHIBIT A
? Reply to requests for information concerning the Trust from
shareholders
or prospective shareholders, brokers or the public;
? Aid in the secondary market support of the Trust through
regular written
and oral communications with the Trust's New York Stock Exchange
specialist, the closed-end fund analyst community and various
information providers specializing in the dissemination of closed
end fund
information;
? Prepare (or oversee the preparation) for review and approval
by officers
of the Trust financial information for the Trust's reports to be sent
to the
Trust's shareholders, and arrange for the printing and dissemination
of
such reports to shareholders;
? Prepare (or oversee the preparation) for review by an officer
of the Trust
all reports required to be filed with the Securities and Exchange
Commission, including reports on Forms N-SAR and N-CSR, and in the
filing of such completed forms with the Securities and Exchange
Commission;
? Assist in the dissemination to shareholders of the Trust's
proxy materials
and assist in the filing of such materials with the Trust's regulators,
and
oversee the tabulation of proxies by the Trust's transfer agent;
? Determine the amounts available for distribution as dividends
and
distributions to be paid by the Trust to its shareholders; prepare
and
arrange for the printing of dividend notices to shareholders; and
assist
in the preparation of materials relevant to the Trust's Dividend
Reinvestment Plan;
? Establish and maintain a toll-free number for sales support
and
marketing requests on an ongoing basis;
? Develop and maintain, as agreed by the Trust, a website for
the Trust
which will provide daily and weekly updates, daily net asset value
and price information, monthly distribution notifications and such
other
information reasonably requested by the Trust, as well as hyperlinks to
the websites of the Advisor and any Investment Manager appointed
pursuant to Paragraph 4 above, for added information;
? Make the Trust and any Investment Manager aware of trading
strategies
that might be used for the Trust and communicate to the investment
community any changes made to the Trust's trading strategies;
? Assist, as agreed by the Trust, in the provision of materials
regarding
the Trust to the investment community and current and prospective
investors;
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? Assist in the review of materials made available to shareholders and
prospective investors to assure compliance with applicable laws, rules
and regulations;
? Oversee, as agreed by the Trust, the dissemination of the Trust's
net asset
value, market price and discount;
? Host analyst meetings as appropriate;
? Provide persons to serve as officers and trustees of the Trust,
as the Trust
may request;
? Maintain ongoing contact with brokers in branch offices whose clients
hold Trust shares or whose clients may have an interest in acquiring
Trust shares, including providing, among other things, progress reports
on the Trust, dividend announcements and performance updates;
? Assist in the drafting of press releases to the public;
? Make such reports and recommendations to the Trustees as the
Trustees
reasonably request or deem appropriate;
? Oversee, in consultation with, and as agreed by, any
Investment Manager,
matters relating to the conduct and administration of meetings of the
Trustees, including, without limitation, the preparation and
distribution of
all appropriate materials to the Trustees in advance of any such
meetings, the
scheduling of such meetings, communication with respect to such
meetings
and, if requested, the hosting of such meetings (including
arranging any
off-site meetings);
? Oversee the maintenance by the Trust's custodian and
transfer agent
and dividend disbursing agent of certain books and records of
the Trust
as required under Rule 31a- 1(b)(4) of the 1940 Act and maintain
(or oversee maintenance by the Trust's administrator or such other
persons as approved by the Trustees) such other books and records
required by law or for the proper operation of the Trust;
? Oversee the preparation and filing of the Trust's federal,
state and
local income tax returns and any other required tax returns;
? Review the appropriateness of and arrange for payment of the
Trust's expenses;
? Prepare (or oversee the preparation of) such information
and reports
as may be required by any stock exchange or exchanges on which
the Trust's shares are listed;
? Oversee and review calculations of fees paid to the Trust's
service
providers;
? Oversee the Trust's portfolio and perform necessary
calculations as
required under Section 18 of the 1940 Act;
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? Consult with the Trust's officers, independent accountants
, legal counsel,
custodian, administrator or other accounting agent, transfer agent
and
dividend disbursing agent in establishing the accounting policies
of the
Trust and monitor financial and shareholder accounting services;
? Review implementation of any share purchase programs
authorized by the
Trustees;
? Prepare such information and reports as may be required by
any banks from
which the Trust borrows funds;
? Provide such assistance to the custodian and the Trust's
counsel and auditors
as generally may be required to properly carry on the business and
operations of the Trust; and
? Provide such other services as the parties may mutually agree
from time
to time.
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