INVESTMENT MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT made this 30th day of
October 2008, by and between Western Asset Management Company
(the "Advisor"), a Delaware limited liability company, and
Western Asset Management Company Ltd. ("Subadviser"), a
corporation organized under the laws of Japan, each of which is
registered as an investment adviser under the Investment
Advisers Act of 1940, 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 Subadviser to provide
certain investment advisory services in connection with the
Advisor's management of the Trust; and
WHEREAS, Subadviser 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. The Advisor hereby appoints Subadviser
as investment manager for the Trust with respect to those assets
of the Trust as may be designated by the Advisor from time to
time for the period and on the terms set forth in this
Agreement. Subadviser 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
Subadviser 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 time 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 Subadviser as investment manager and approving the
Investment Advisory Agreement between the Advisor and the Trust
with respect to the Trust dated Subadviser (the "Advisory
Agreement") and this Agreement;
(d) The Trust's most recently filed Amendment to its
Registration Statement on Form 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
(f) The Trust'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 Advisor will furnish Subadviser 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 Trustees and the Advisor, Subadviser 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 with
respect to those assets of the Trust as may be designated by the
Advisor from time to time consistent with the Trust's investment
objectives, policies, and restrictions as stated in the Trust's
current Prospectus and Statement of Additional Information.
Subadviser 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. Subadviser 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, Subadviser 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. In using its best efforts to obtain for the Trust the
most favorable price and execution available, Subadviser,
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 determine and communicate to
Subadviser in writing, Subadviser 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 a broker that provides brokerage and research
services to Subadviser or any affiliated person of Subadviser 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 Subadviser
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 Subadviser's overall
responsibilities with respect to the Trust and to other clients
of Subadviser and any affiliated person of Subadviser as to
which Subadviser or any affiliated person of Subadviser
exercises investment discretion. Subadviser shall also perform
such other functions of management and supervision as may be
requested by the Advisor and agreed to by Subadviser.
(b) Subadviser 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 that any entity or person
associated with Subadviser (or with any affiliated person of
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 11(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 11a2-
2(T)(a)(2)(iv) or otherwise.
4. Services Not Exclusive. Subadviser's services
hereunder are not deemed to be exclusive, and Subadviser shall
be free to render similar services to others. It is understood
that persons employed by Subadviser 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 Subadviser or any affiliate of Subadviser
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, Subadviser 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. Subadviser 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,
Subadviser 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 Subadviser
will render to the Advisor and the Trust under this Agreement,
the Advisor shall pay Subadviser an annual fee, payable on a
monthly basis, at the annual rate of .27% of the Trust's average
weekly assets that Subadviser manages. "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 Subadviser hereunder shall be paid promptly to
Subadviser 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. 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.
8. Limitation of Liability. In the absence of willful
misfeasance, bad faith or gross negligence on the part of
Subadviser, or reckless disregard of its obligations and duties
hereunder, Subadviser 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,
Subadviser's faithful management of the Trust or the rendering
of services hereunder. Subadviser shall not offer any special
benefit to the Advisor in connection with performance of this
Agreement, and the Advisor shall not request any special benefit
from Subadviser.
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
Subadviser, or
b. If (i) the Trustees or the shareholders of the
Trust by 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, the
Advisor or Subadviser, 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 at the close of business on the second
anniversary of its execution, or upon the expiration of one
year from the effective date of the last such continuance,
whichever is later; 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, Subadviser may continue to
serve hereunder in a manner consistent with the 1940 Act
and the rules and regulations thereunder, or
c. Subadviser 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 10
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 Subadviser.
13. Non-Exclusive Right. Subadviser hereby grants to
the Trust the nonexclusive right and license to use the xxxx
"Western Asset Management Company Pte Ltd" (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. Subadviser agrees that it shall receive
no compensation for any such use by the Trust. Subadviser
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 Asset."
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: WESTERN ASSET MANAGEMENT COMPANY
By: _______________ By:
______________________________________
Attest: WESTERN ASSET MANAGEMENT
COMPANY LTD.
By: _______________ By:
______________________________________
The foregoing is accepted by:
Attest: WESTERN ASSET/CLAYMORE INFLATION-LINKED
OPPORTUNITIES & INCOME FUND
By: _______________ By:
______________________________________
WIO Japan -10-
