0001145549-19-009042.txt : 20190403 0001145549-19-009042.hdr.sgml : 20190403 20190403104020 ACCESSION NUMBER: 0001145549-19-009042 CONFORMED SUBMISSION TYPE: N-CEN/A PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20181130 FILED AS OF DATE: 20190403 DATE AS OF CHANGE: 20190403 EFFECTIVENESS DATE: 20190403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ASSET INFLATION-LINKED INCOME FUND CENTRAL INDEX KEY: 0001254370 IRS NUMBER: 260066992 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CEN/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-21403 FILM NUMBER: 19727794 BUSINESS ADDRESS: STREET 1: 385 EAST COLORADO BLVD CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6268449400 MAIL ADDRESS: STREET 1: 385 EAST COLORADO BLVD CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN ASSET/CLAYMORE INFLATION-LINKED SECURITIES & INCOME FUND DATE OF NAME CHANGE: 20090701 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN ASSET CLAYMORE INFLATION-LINKED SECURITIES & INCOME FUND DATE OF NAME CHANGE: 20070810 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN ASSET CLAYMORE US TREASURY INFLATION PRO SECU FUND DATE OF NAME CHANGE: 20030903 N-CEN/A 1 primary_doc.xml X0201 N-CEN/A 0001145549-19-003123 LIVE 0001254370 XXXXXXXX false false false N-2 Western Asset Inflation-Linked Income Fund 811-21403 0001254370 549300BKG7Y2MQAORR48 620 Eighth Avenue 49th Floor New York 10018 US-NY US 1-888-777-0102 The Bank of New York Mellon 240 Greenwich Street New York 10286 212-495-1784 Records related to its function as custodian. GUGGENHEIM FUNDS DISTRIBUTORS, LLC 227 West Monroe Street 7th Floor Chicago 60606 1-800-345-7999 Records related to its function as shareholder servicing agent. STATE STREET BANK AND TRUST COMPANY 1 LINCOLN STREET 1ST FLOOR BOSTON 02111 1-617-786-3000 Records related to its function as custodian. Legg Mason Partners Fund Advisor, LLC 620 Eighth Avenue 47th Floor New York 10018 1-305-529-4400 Records related to its function as administrator. Western Asset Management Company, LLC 620 Eighth Avenue 50th Floor New York 10018 1-212-601-6000 Records related to its function as advisor. Computershare lnc. 462 South 4th Street Suite 1600 Louisville 40202 1-201-680-6693 Records related to its function as transfer agent. Western Asset Management Company Limited 620 Eighth Avenue 50th Floor New York 10018 1-212-601-6000 Records related to its function as sub-advisor. Western Asset Management Company Ltd 620 Eighth Avenue 50th Floor New York 10018 1-212-601-6000 Records related to its function as sub-advisor. Western Asset Management Company Pte. Ltd. 620 Eighth Avenue 50th Floor New York 10018 1-212-601-6000 Records related to its function as sub-advisor. Security Investors, LLC 330 Madison Avenue 10th Floor New York 10017 1-212-739-0700 Records related to its function as shareholder servicing agent. Y N N-2 N Michael Larson N/A N Ronald A. Nyberg N/A N Ronald E. Toupin, Jr. N/A N Todd F. Kuehl N/A 100 International Drive 9th Floor Baltimore 21202 XXXXXX N N N N N N PricewaterhouseCoopers LLP 238 5493002GVO7EO8RNNS37 N N N N N N Western Asset Inflation-Linked Income Fund 549300BKG7Y2MQAORR48 Y 0 0 0 N/A N N N N/A N/A N/A Rule 12d1-1 (17 CFR 270.12d1-1) Rule 22d-1 (17 CFR 270.22d-1) Rule 32a-4 (17 CFR 270.32a-4) Y Y N N Western Asset Management Company, LLC 801-08162 000110441 549300C5A561UXUICN46 N Western Asset Management Company Limited 801-21068 000110427 549300IVCLHPHPOYT226 Y GB N Western Asset Management Company Pte. Ltd. (Singapore) 801-67298 000142188 549300GGQQAH8OMMCX51 Y SG N Western Asset Management Company Ltd 801-68224 000143388 549300ILBTC2ZDZBT448 Y GB N Computershare Inc. 084-05925 254900Y7PP3ZED9AUY94 N N N ICE Data Pricing & Reference Data, LLC 5493000NQ9LYLDBCTL34 N Bloomberg Inc. 549300RMUDWPHCUQNE66 N PricingDirect Inc. 549300WIC0TOJ7N7GD54 N Reuters LPC N/A N ICE(BAML) N/A N WM/Reuters via ICE N/A N ITG N/A N Clearing House N/A N Markit N/A N N The Bank of New York Mellon HPFHU0OQ28E4N0NFVK49 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) STATE STREET BANK AND TRUST COMPANY 571474TGEMMWANRLN572 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) Y Security Investors, LLC 549300R47VF4XGNEC751 Y N Legg Mason Partners Fund Advisor, LLC 549300POFVK5JLWUL193 Y N Guggenheim Funds Distributors LLC 549300YLHACOJHH3DN20 Y N Y Legg Mason Partners Fund Advisor, LLC 549300POFVK5JLWUL193 Y N N Legg Mason Investors Services, LLC 008-53089 000109064 N/A 0.000000000000 Clarion Partners Securities, LLC 008-69204 000166384 N/A 0.000000000000 EnTrustPermal Securities LLC 008-67822 000146443 N/A 0.000000000000 PERMAL (HONG KONG) LIMITED N/A N/A N/A HK 0.000000000000 ROYCE FUND SERVICES, LLC 008-28663 000014470 N/A 0.000000000000 CITIGROUP GLOBAL MARKETS INC. 008-08177 000007059 MBNUM2BPBDO7JBLYG310 2543.390000000000 R.J. O'Brien Securities, LLC 008-67587 000143624 549300BSZNPQJNYIAD03 1955.450000000000 WELLS FARGO SECURITIES, LLC 008-65876 000126292 VYVVCKR63DVZZN70PB21 14229.240000000000 JEFFERIES LLC 008-15074 000002347 58PU97L1C0WSRCWADL48 12961.670000000000 UBS Securities LLC 008-22651 000007654 T6FIZBDPKLYJKFCRVK44 21304.940000000000 RBC CAPITAL MARKETS, LLC 008-45411 000031194 549300LCO2FLSSVFFR64 4322.460000000000 GOLDMAN SACHS & CO. LLC 008-00129 000000361 FOR8UP27PHTHYVLBNG30 2645.840000000000 MERRILL LYNCH PROFESSIONAL CLEARING CORP. 008-33359 000016139 549300PMHS66E71I2D34 2207.700000000000 MORGAN STANLEY & CO. LLC 008-15869 000008209 9R7GPTSO7KV3UQJZQ078 1808.180000000000 J.P. MORGAN SECURITIES LLC 008-35008 000000079 ZBUT11V806EZRVTWT807 659.070000000000 66295.250000000000 Merrill Lynch Professional Clearing Corp. 008-33359 000016139 549300PMHS66E71I2D34 22306055.090000000000 BARCLAYS CAPITAL, INC. 008-41342 000019714 AC28XWWI3WIBK2824319 27574903.330000000000 WELLS FARGO SECURITIES LLC 008-65876 000126292 VYVVCKR63DVZZN70PB21 91574916.580000000000 UBS SECURITIES LLC 008-22651 000007654 T6FIZBDPKLYJKFCRVK44 379542414.320000000000 PERSHING LLC 008-17574 000007560 ZI8Q1A8EI8LQFJNM0D94 15514280.270000000000 NOMURA SECURITIES INTERNATIONAL, INC. 008-15255 000004297 OXTKY6Q8X53C9ILVV871 35566572.660000000000 MORGAN STANLEY & CO. LLC 008-15869 000008209 9R7GPTSO7KV3UQJZQ078 6683582.840000000000 GOLDMAN SACHS & CO. LLC 008-00129 000000361 FOR8UP27PHTHYVLBNG30 58943117.160000000000 DEUTSCHE BANK SECURITIES, INC. 008-17822 000002525 9J6MBOOO7BECTDTUZW19 264971240.510000000000 CitiGroup Global Markets Inc. 008-08177 000007059 MBNUM2BPBDO7JBLYG310 13513571.700000000000 949214981.830000000000 N 375248859.000000000000 0.000000000000 Common stock Western Asset Inflation-Linked Income Fund N N N N N N 0.520000000000 1.620000000000 10.690000000000 12.350000000000 true true true INTERNAL CONTROL RPT 2 inflink_report.htm Form 8-K

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Western Asset Inflation-Linked Income Fund

In planning and performing our audits of the financial statements of Western Asset Inflation-Linked Income Fund (the “Fund”) as of and for the year ended November 30, 2018, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Fund’s internal control over financial reporting.

The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of November 30, 2018.

 

 

PricewaterhouseCoopers LLP, 100 East Pratt Street, Suite 2600, Baltimore, MD 21202-1096

T: (410) 783 7600, F: (410) 783 7680, www.pwc.com/us


This report is intended solely for the information and use of the Board of Directors of Western Asset Inflation-Linked Income Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

January 23, 2019

 

2

ADVISORY CONTRACTS 3 inflinkletteragr.htm Form 8-K

April 27, 2018

Western Asset Inflation-Linked Income Fund

c/o Robert I. Frenkel, Esq., Secretary

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Administrative Services Agreement, dated as of April 27, 2018 (the “Administration Agreement”), between Western Asset Inflation-Linked Income Fund, a Massachusetts business trust (the “Fund” or “you”), and Legg Mason Partners Fund Advisor, LLC (the “Administrator”), a Delaware limited liability company. Reference is also made to that certain Investment Management Agreement, dated as of September 24, 2003, as amended to the date hereof (the “Management Agreement”), between the Fund and Western Asset Management Company, a California corporation (the “Manager” and together with the Administrator, “we” or “us”).

The Administrator hereby notifies you that it agrees to waive its entire fee under the Administration Agreement until such time as the aggregate amount of waived fees that would have been payable under the Administration Agreement equals $96,338.57. The Manager hereby notifies you that it agrees to waive its entire fee under the Management Agreement until such time as the aggregate amount of waived fees that would have been payable under the Management Agreement equals $674,370.01. This undertaking by each of us to waive fees otherwise payable under the applicable Agreement (i) shall terminate with respect to the Administrator immediately, and without the need of any further action by you or us, once the aggregate amount of waived fees that would have been payable under the Administration Agreement equals $96,338.57, (ii) shall terminate with respect to the Manager immediately, and without the need of any further action by you or us, once the aggregate amount of waived fees that would have been payable under the Management Agreement equals $674,370.01, and (iii) cannot be terminated or amended by either of us without the written consent of the Fund as authorized by its Board of Trustees.

We understand that you will rely on our undertaking in this letter agreement in preparing and filing documents with the Securities and Exchange Commission and in accruing the Fund’s expenses, and we expressly permit you to do so.

This letter agreement is signed by each of us as a sealed instrument. This letter agreement shall be construed in accordance with the laws of The Commonwealth of Massachusetts, without giving effect to the principles of conflicts of law thereof, and the Investment Company Act of 1940, as amended.

[Remainder of page intentionally left blank.]


Please sign below to confirm your agreement with the foregoing. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

 

Very truly yours,
LEGG MASON PARTNERS FUND ADVISOR, LLC
By:  

/s/ Jane E. Trust

  Jane E. Trust
  President
WESTERN ASSET MANAGEMENT COMPANY
By:  

     

  Name: Daniel E. Giddings
  Title: Manager, International
  Legal and Compliance
Agreed and accepted by the Fund
By:  

/s/ Jane E. Trust

  Jane E. Trust
  President of the Fund

 

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Please sign below to confirm your agreement with the foregoing. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

 

Very truly yours,

LEGG MASON PARTNERS FUND ADVISOR, LLC

 

By:  

    

  Jane E. Trust
  President

 

WESTERN ASSET MANAGEMENT COMPANY

 

By:  

/s/ Daniel E. Giddings

  Name: Daniel E. Giddings
  Title: Manager, International
  Legal and Compliance

 

Agreed and accepted by the Fund

 

By:  

    

  Jane E. Trust
  President of the Fund

 

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ADVISORY CONTRACTS 4 inflnksrvagr.htm Form 8-K

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

WESTERN ASSET INFLATION-LINKED INCOME FUND

AGREEMENT made this 27th day of April 2018 by and between Western Asset Inflation-Linked Income Fund (formerly, Western Asset/Claymore Inflation-Linked Securities & Income Fund and Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund), a Massachusetts business trust (the “Fund”), and Legg Mason Partners Fund Advisor, LLC (the “Administrator”), a Delaware limited liability company.

WHEREAS, the Fund is a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund wishes to retain the Administrator to provide it with certain administrative services; and

WHEREAS, the Administrator is willing to furnish such services on the terms and conditions hereinafter set forth;

WHEREAS, the Administrator and the Fund wish to amend and restate their Administrative Services Agreement, dated September 25, 2003, that was transferred from Legg Mason Fund Adviser, Inc. to the Administrator on September 30, 2009;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:

1.    Appointment. The Administrator is hereby appointed as administrator for the Fund for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

2.    Delivery of Documents. The Fund has caused the Administrator to be provided with copies of each of the following:

(a)    The Fund’s Amended and Restated Agreement and Declaration of Trust and all amendments thereto;

(b)    The Fund’s By-Laws and all amendments thereto;

(c)    Resolutions of the Fund’s Board of Trustees (the “Board”) authorizing the appointment of the Administrator as administrator for the Fund, and approving this Agreement;

(d)    The Fund’s Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission (the “SEC”), including all exhibits thereto, relating to the shares of beneficial interest of the Fund, and all amendments thereto;

(e)    The Fund’s most recent prospectus(es); and


(f)    The Fund’s most recent statement(s) of additional information.

The Fund will cause the Administrator to be furnished with copies from time to time of all amendments of or supplements to the foregoing.

3.    Administrative Services. (a) The Administrator, at its expense, shall supply the Board and officers of the Fund with all statistical information and reports reasonably required by them and reasonably available to the Administrator and shall furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the administration of the Fund. The Administrator shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Fund to serve in the capacities in which they are elected.

(b)    The Administrator shall oversee the maintenance of all books and records with respect to the Fund’s securities transactions and the keeping of the Fund’s books of accounts in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator hereby agrees that any records which it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund or its agents any of such records upon the Fund’s request. The Administrator 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.

(c)    The Administrator shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, and shall perform such other functions of administration, management and supervision, as are set forth in Schedule A hereto, as such Schedule may be amended from time to time in writing by the mutual consent of the parties.

4.    Services Not Exclusive; Independent Contractor. The Administrator’s services hereunder are not deemed to be exclusive, and the Administrator shall be free to render similar services to others. It is understood that persons employed by the Administrator 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 the Administrator or any affiliate of the Administrator to engage in and devote time and attention to other businesses or to render services of any kind or nature to other parties. Unless otherwise expressly provided by this Agreement, the Administrator shall be deemed to be an independent contractor.

5.    Expenses. During the term of this Agreement, the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement.

6.    Compensation. For the services which the Administrator will render to the Fund under this Agreement, the Fund will pay the Administrator a fee, paid monthly, at an annual rate of 0.05% of the Fund’s average weekly assets. “Average Weekly Assets” means the average weekly value of the total assets of the Fund (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 Fund’s portfolio (whether or not such instruments or transactions are “covered” within

 

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the meaning of the 1940 Act and the rules and regulations thereunder, giving effect to any interpretations of the SEC and its staff) is considered a liability. In addition, with respect to reverse repurchase or dollar roll transactions (“Repurchase Transactions”) entered into by the Fund, Average Weekly Assets includes (a) any proceeds from the sale of an asset (the “Underlying Asset”) of the Fund 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 Fund shall be calculated pursuant to procedures adopted by the Board of the Fund for calculating the value of the Fund’s assets or delegating such calculations to third parties. In the event that the expenses of the Fund exceed any expense limitation which the Administrator may, by written notice to the Fund, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Administrator may prescribe in such notice, the compensation due the Administrator shall be reduced, and, if necessary, the Administrator shall bear the Fund’s expenses to the extent required by such expense limitation.

7.    Limitation of Liability. The Administrator assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and without negligence, and shall not be responsible for any action of the Board of the Fund in following or declining to follow any advice or recommendations of the Administrator; provided, however, that nothing in this Agreement shall protect the Administrator against any liability to the Fund or the Fund’s shareholders for a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties or from reckless disregard of its obligations or duties under this Agreement.

8.    Definitions. As used in this Agreement, the term “assignment” shall have the meaning given to it 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.

9.    Duration and Termination. Unless otherwise terminated, this Agreement shall continue in effect until December 31, 2018; and shall continue thereafter on an annual basis, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees of the Fund, and (b) by the vote of a majority of the Trustees of the Fund who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of the Fund or the Administrator, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the initial term set forth above, this Agreement may be terminated by either party hereto (without penalty) at any time upon not less than 60 days’ prior written notice to the other party hereto. This Agreement will be terminated automatically and immediately in the event of its assignment.

10.    Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

 

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11.    Amendments. 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.

12.    Governing Law. This Agreement shall be governed by the laws of The Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

13.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

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. Except as otherwise provided herein, this Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

15.    Status of the Fund as a Massachusetts Business Trust. A copy of the Fund’s Amended and Restated Agreement and Declaration of Trust, as amended, 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 Fund by an officer of the Fund as an officer and not individually and the obligations of or arising out of this Agreement are not binding upon any of the Board, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund.

[Remainder of page intentionally blank. Signature page follows.]

 

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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.

WESTERN ASSET INFLATION-LINKED INCOME FUND

 

By:  

/s/ Jane Trust

Name:   Jane Trust
Title:   President

LEGG MASON PARTNERS FUND ADVISOR, LLC

 

By:  

/s/ Jane Trust

Name:   Jane Trust
Title:   President and Chief Executive Officer

 

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SCHEDULE A

Duties of the Administrator. The Administrator shall perform or arrange for the performance of the following administrative and clerical services:

(a)    Calculate or arrange for the calculation and dissemination/publication of the Fund’s net asset value daily (or as otherwise requested by the Fund) in accordance with the Fund’s policy as adopted from time to time by the Board, the Fund’s per share market price and the Fund’s trading discount/premium;

(b)    Provide the Fund with administrative offices and data processing facilities as well as the services of persons competent to perform such administrative, compliance and clerical functions as are necessary to provide effective operation of the Fund;

(c)    Maintain the Fund’s expense budget and monitor expense accruals;

(d)    Arrange for payment of the Fund’s expenses and the review and approval of invoices for the Fund’s account and submission to a Fund officer for authorization of payment in a manner to be agreed upon;

(e)    Oversee and review calculations of fees paid to the Administrator, the investment adviser, the custodian, the transfer agent and any other entity providing authorized services to the Fund;

(f)    Compute the Fund’s total return, expense ratios and portfolio turnover rate as well as various Fund statistical data as reasonably requested;

(g)    Prepare for review and approval by officers of the Fund, financial information for the Fund’s semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Fund shareholders, arrange for the printing and dissemination of such reports and communications to shareholders, and oversee the tabulation of proxies by the Fund’s transfer agent;

(h)    Prepare such reports, analyses, or recommendations as may reasonably be requested by the Board of the Fund or the Fund’s officers relating to the business and affairs of the Fund, including without limitation, those relating to the trading in Fund shares, as may be mutually agreed upon and not otherwise appropriately prepared by the Fund’s investment adviser, custodian, counsel, auditors or other service providers;

(i)    Prepare, or arrange for preparation, for review, approval and execution by officers of the Fund, the Fund’s federal, state and local income tax returns, and any other required tax returns, as may be mutually agreed upon;

(j)    Calculate the Fund’s periodic dividend distributions and annual net investment income (including net realized short-term capital gain) and net realized long-term capital gain to determine the Fund’s appropriate level of dividend distributions and the minimum annual distributions to shareholders and the tax and accounting treatment of such distributions on a per share basis, to be reviewed by the Fund’s auditors;

 

-6-


(k)    Prepare, or arrange for preparation, for review by an officer of the Fund, the Fund’s periodic financial reports required to be filed with the SEC on Form N-SAR and N-CSR and such other reports, forms or filings, as may be mutually agreed upon;

(l)    Prepare, or arrange for preparation, of such financial information and reports as may be required by any stock exchange or exchanges on which the Fund’s shares are listed, and such other information and reports required by such stock exchanges, as may be mutually agreed upon;

(m)    Prepare such financial information and reports as may be required by any banks or other institutions from which the Fund borrows funds;

(n)    Monitor and report on the Fund’s issuance of preferred shares, including performing, or arranging for the performance of any tests with respect to asset coverage or other matters required from time to time by the rating agencies rating such preferred shares and preparing, or arranging for the preparation of, maintenance reports in connection therewith as required by the rating agencies;

(o)    Coordinate the performance of administrative and professional services rendered to the Fund by others, including, without limitation, services provided by its custodian, registrar, transfer agent, dividend disbursing agent and dividend reinvestment plan agent, as well as accounting, auditing and such other services as may from time to time be mutually agreed;

(p)    Consult as necessary with the Fund’s officers, independent accountants, legal counsel, investment adviser, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of the Fund;

(q)    Review implementation of any stock purchase or dividend reinvestment programs authorized by the Board;

(r)    Provide such assistance to the investment adviser, the custodian and the Fund’s legal counsel and auditors as generally may reasonably be required to properly carry on the business and operations of the Fund;

(s)    Reply to requests for information concerning the Fund from shareholders or prospective shareholders, brokers or the public;

(t)    Aid in the secondary market support of the Fund through regular written and oral communications with the Fund’s New York Stock Exchange designated market maker, the closed-end fund analyst community and various information providers specializing in the dissemination of closed-end fund information;

(u)    Determine the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholders; prepare and arrange for the printing of dividend notices to shareholders; and assist in the preparation of materials relevant to the Fund’s Dividend Reinvestment Plan;

 

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(v)    Establish and maintain a toll-free number for sales support and marketing requests on an ongoing basis;

(w)    Develop and maintain, as agreed by the Fund, a website for the Fund 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 Fund;

(x)    Communicate to the investment community any changes made to the Fund’s trading strategies;

(y)    Assist, as agreed by the Fund, in the provision of materials regarding the Fund to the investment community and current and prospective investors;

(z)    Assist in the review of materials made available to shareholders and prospective investors to assure compliance with applicable laws, rules and regulations;

(aa)  Host analyst meetings as appropriate;

(bb)  Provide persons to serve as officers and trustees of the Fund, as the Fund may request, including, without limitation to serve as the Chief Compliance Officer of the Fund;

(cc)  Support the Fund’s Chief Compliance Officer in his or her establishment and maintenance for the Fund of a compliance program in accordance with Rule 38a-l under the 1940 Act, such support to include, but not be limited to, providing the Chief Compliance Officer with systems to implement the Fund’s compliance program;

(dd)  Maintain ongoing contact with brokers in branch offices whose clients hold Fund shares or whose clients may have an interest in acquiring Fund shares, including providing, among other things, progress reports on the Fund, dividend announcements and performance updates;

(ee)  Assist in the drafting of press releases to the public;

(ff)  Oversee, in consultation with, and as agreed by, any investment adviser, matters relating to the conduct and administration of meetings of the Board, including, without limitation, the preparation and distribution of all appropriate materials to the Board in advance of any such meetings, drafting board meeting agendas, organizing pre-board calls as requested by any trustee, drafting meeting minutes, 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);

(gg)  Oversee dissemination and collection of annual trustee and officer questionnaires;

(hh)  Oversee the maintenance by the Fund’s custodian and transfer agent and dividend disbursing agent of certain books and records of the Fund as required under Rule 31a-1(b)(4) of the 1940 Act and maintain (or oversee maintenance by the Fund’s administrator or such other persons as approved by the Board) such other books and records required by law or for the proper operation of the Fund;

 

-8-


(ii)     Review the appropriateness of and arrange for payment of the Fund’s expenses;

(jj)     Oversee and review calculations of fees paid to the Fund’s service providers;

(kk)   Oversee the Fund’s portfolio and perform necessary calculations as required under Section 18 of the 1940 Act;

(ll)     Consult with the Fund’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 Fund and monitor financial and shareholder accounting services;

(mm)  Review implementation of any share purchase programs authorized by the Board;

(nn)    Provide such assistance to the custodian and the Fund’s counsel (including with respect to Massachusetts state filings) and auditors as generally may be required to properly carry on the business and operations of the Fund; and

(oo)    Provide such other services as the parties may mutually agree from time to time.

 

-9-

ADVISORY CONTRACTS 5 inflinkadvagr1.htm Form 8-K

Amendment No.

1 to

Investment Management Agreement

This Amendment No. 1, dated April 27, 2018, to Investment Management Agreement is being entered into by and between Western Asset Management Company, a California corporation (the “Advisor”), and Western Asset Management Company Limited, a corporation organized under English laws (“Subadviser”), to amend the Investment Management Agreement, dated October 30, 2008 (“Current Agreement”), between the Advisor and the Subadviser with respect to Western Asset Inflation-Linked Income Fund (formerly, Western Asset/Claymore Inflation-Linked Securities & Income Fund and Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund), a Massachusetts business trust (the “Trust”). Unless otherwise defined herein, all defined terms have the same meaning as the Current Agreement.

Background

 

The parties to the Current Agreement wish to amend the Current Agreement as set forth in this Amendment No. 1 in order to reduce the compensation paid by the Advisor to the Subadviser under the Current Agreement, as amended.

Terms

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:

1. Modifications to the Current Agreement. The Current Agreement is hereby amended as follows:

(a) Existing Section 7 is deleted in its entirety and replaced as follows:

7.     For the services which the Subadviser will render to the Advisor and the Trust under this Agreement, the Advisor shall pay the Subadviser an annual fee, payable on a monthly basis, at the annual rate of 0.35% of the Trust’s average weekly assets that the 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 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. Fees due to the Subadviser hereunder shall be paid promptly to the 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.


2. Remainder of Current Agreement. Except as specifically modified by this Amendment No. 1, all terms and conditions of the Current Agreement shall remain in full force and effect.

3. Entire Agreement. This Amendment No. 1 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein.

4. Massachusetts Business Trust. A copy of the Trust’s Agreement and Declaration of Trust, as amended, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Amendment No. 1 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 Amendment No. 1 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.

5. Facsimile Signatures; Counterparts. This Amendment No. 1 may be executed in one or more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Amendment No. 1 or of executed signature pages to this Amendment No. 1 by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment No. 1.

[Remainder of page intentionally blank. Signature page follows.]

 

-2-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

 

WESTERN ASSET MANAGEMENT COMPANY
By:  

/s/ Daniel E. Giddings

Name: Daniel E. Giddings
Title: Manager, International Legal and Compliance
WESTERN ASSET MANAGEMENT COMPANY LIMITED
By:  

/s/ Daniel E. Giddings

Name: Daniel E. Giddings
Title: Manager, International Legal and Compliance

The foregoing is accepted by:

 

WESTERN ASSET INFLATION-LINKED INCOME FUND
By:  

     

Name: Jane Trust
Title: President

 

-3-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

WESTERN ASSET MANAGEMENT COMPANY
By:  

 

Name:
Title:
WESTERN ASSET MANAGEMENT COMPANY LIMITED
By:  

 

Name:
Title:

The foregoing is accepted by:

 

WESTERN ASSET INFLATION-LINKED INCOME FUND
By:  

/s/ Jane Trust

Name:   Jane Trust
Title:   President

 

-3-

ADVISORY CONTRACTS 6 inflinkadvagr2.htm Form 8-K

Amendment No. 1

to

Investment Management Agreement

This Amendment No. 1 to Investment Management Agreement, dated April 27, 2018 is being entered into by and between Western Asset Inflation-Linked Income Fund CFC, a Cayman Islands exempted company (the “Company”), and Western Asset Management Company, a California corporation (the “Manager”), to amend the Investment Management Agreement, dated May 25, 2016 (“Current Agreement”), between the Manager and the Company. Unless otherwise defined herein, all defined terms have the same meaning as the Current Agreement.

Background

The parties to the Current Agreement wish to amend the Current Agreement as set forth in this Amendment No. 1 in order to reduce the compensation paid by the Company to the Manager under the Current Agreement, as amended.

Terms

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:

1. Modifications to the Current Agreement. The Current Agreement is hereby amended as follows:

(a) Existing Section 7 is deleted in its entirety and replaced as follows:

7.    As compensation for the services performed and expenses assumed by the Manager, including the services of any consultants, investment advisers or other parties retained by the Manager, the Company shall pay the Manager an annual fee, payable on a monthly basis, at the annual rate of 0.35% of the Company’s average weekly assets. “Average Weekly Assets” means the average weekly value of the total assets of the Company (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage). For purposes of calculating Average Weekly Assets, any liabilities associated with any instruments or transactions used by the Manager to leverage the Company’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 not considered a liability. In addition, with respect to reverse repurchase or dollar roll transactions (“Repurchase Transactions”) entered into by the Company, Average Weekly Assets includes (a) any proceeds from the sale of an asset (the “Underlying Asset”) of the Company 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 Company shall be calculated pursuant to procedures adopted by 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 Company exceed any expense limitation which the Manager may, by written notice to the Company, voluntarily declare to be effective with respect to the Company, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due to the Manager shall be reduced, and, if necessary, the Manager shall bear the Company’s expenses to the extent required by such expense limitation.


2. Remainder of Current Agreement. Except as specifically modified by this Amendment No. 1, all terms and conditions of the Current Agreement shall remain in full force and effect.

3. Entire Agreement. This Amendment No. 1 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein.

4. Facsimile Signatures; Counterparts. This Amendment No. 1 may be executed in one or more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Amendment No. 1 or of executed signature pages to this Amendment No. 1 by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment No. 1.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

 

WESTERN ASSET INFLATION-LINKED INCOME FUND CFC
By:  

/s/ Jane Trust

Name:   Jane Trust
Title:   President
WESTERN ASSET MANAGEMENT COMPANY
By:  

 

Name:  
Title:  


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

 

WESTERN ASSET INFLATION-LINKED INCOME FUND CFC
By:  

 

Name:   Jane Trust
Title:   President
WESTERN ASSET MANAGEMENT COMPANY
By:  

/s/ Daniel E. Giddings

Name:   Daniel E. Giddings
Title:   Manager, International Legal and Compliance
ADVISORY CONTRACTS 7 inflinkadvagr3.htm Form 8-K

Amendment No.

1 to

Investment Management Agreement

This Amendment No. 1, dated April 27, 2018, to Investment Management Agreement is being entered into by and between Western Asset Inflation-Linked Income Fund (formerly, Western Asset/Claymore Inflation-Linked Securities & Income Fund and Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund), a Massachusetts business trust (the “Trust”), and Western Asset Management Company, a California corporation (the “Manager”), to amend the Investment Management Agreement, dated September 24, 2003 (“Current Agreement”), between the Manager and the Trust. Unless otherwise defined herein, all defined terms have the same meaning as the Current Agreement.

Background

The parties to the Current Agreement wish to amend the Current Agreement as set forth in this Amendment No. 1 in order to reduce the compensation paid by the Trust to the Manager under the Current Agreement, as amended.

Terms

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:

1. Modifications to the Current Agreement. The Current Agreement is hereby amended as follows:

(a) Existing Section 7 is deleted in its entirety and replaced as follows:

7.     As compensation for the services performed and expenses assumed by the Manager, including the services of any consultants, investment advisers or other parties retained by the Manager, the Trust shall pay the Manager an annual fee, payable on a monthly basis, at the annual rate of 0.35% 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 by the Manager 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 Manager 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 Manager may prescribe in such notice, the compensation due to the Manager shall be reduced, and, if necessary, the Manager shall bear the Trust’s expenses to the extent required by such expense limitation.

2. Remainder of Current Agreement. Except as specifically modified by this Amendment No. 1, all terms and conditions of the Current Agreement shall remain in full force and effect.

3. Entire Agreement. This Amendment No. 1 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein.

4. Massachusetts Business Trust. A copy of the Trust’s Agreement and Declaration of Trust, as amended, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Amendment No. 1 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 Amendment No. 1 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.

5. Facsimile Signatures: Counterparts. This Amendment No. 1 may be executed in one or more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Amendment No. 1 or of executed signature pages to this Amendment No. 1 by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment No. 1.

[Remainder of page intentionally blank. Signature page follows.]

 

-2-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

 

WESTERN ASSET INFLATION-LINKED INCOME FUND
By:  

/s/ Jane Trust

Name: Jane Trust

Title: President

WESTERN ASSET MANAGEMENT COMPANY
By:  

     

Name:
Title:

 

-3-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

 

WESTERN ASSET INFLATION-LINKED INCOME FUND
By:  

 

Name: Jane Trust
Title: President
WESTERN ASSET MANAGEMENT COMPANY
By:  

/s/ Daniel E. Giddings

Name: Daniel E. Giddings
Title: Manager, International Legal and Compliance

 

-3-

ADVISORY CONTRACTS 8 inflinkadvagr4.htm Form 8-K

Amendment No.

1 to

Investment Management Agreement

This Amendment No. 1, dated April 27, 2018, to Investment Management Agreement is being entered into by and between Western Asset Management Company, a California corporation (the “Advisor”), and Western Asset Management Company Ltd, a corporation organized under the laws of Japan (“Subadviser”), to amend the Investment Management Agreement, dated October 30, 2008 (“Current Agreement”), between the Advisor and the Subadviser with respect to Western Asset Inflation-Linked Income Fund (formerly, Western Asset/Claymore Inflation-Linked Securities & Income Fund and Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund), a Massachusetts business trust (the “Trust”). Unless otherwise defined herein, all defined terms have the same meaning as the Current Agreement.

Background

The parties to the Current Agreement wish to amend the Current Agreement as set forth in this Amendment No. 1 in order to reduce the compensation paid by the Advisor to the Subadviser under the Current Agreement, as amended.

Terms

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:

1. Modifications to the Current Agreement. The Current Agreement is hereby amended as follows:

(a) Existing Section 7 is deleted in its entirety and replaced as follows:

7.    For the services which the Subadviser will render to the Advisor and the Trust under this Agreement, the Advisor shall pay the Subadviser an annual fee, payable on a monthly basis, at the annual rate of 0.35% of the Trust’s average weekly assets that the 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 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. Fees due to the Subadviser hereunder shall be paid promptly to the 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.


2. Remainder of Current Agreement. Except as specifically modified by this Amendment No. 1, all terms and conditions of the Current Agreement shall remain in full force and effect.

3. Entire Agreement. This Amendment No. 1 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein.

4. Massachusetts Business Trust. A copy of the Trust’s Agreement and Declaration of Trust, as amended, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Amendment No. 1 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 Amendment No. 1 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.

5. Facsimile Signatures; Counterparts. This Amendment No. 1 may be executed in one or more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Amendment No. 1 or of executed signature pages to this Amendment No. 1 by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment No. 1.

[Remainder of page intentionally blank. Signature page follows.]

 

-2-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

 

WESTERN ASSET MANAGEMENT COMPANY   

 

By:  

/s/ Daniel E. Giddings

Name: Daniel E. Giddings
Title: Manager, International Legal and Compliance

 

WESTERN ASSET MANAGEMENT COMPANY LTD   

 

By  

/s/ Naoya Orime

Name: Naoya Orime
Title: Representative Director

The foregoing is accepted by:

 

WESTERN ASSET INFLATION-LINKED INCOME FUND  

 

By  

/s/ Jane Trust

Name: Jane Trust
Title: President

 

-3-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

 

WESTERN ASSET MANAGEMENT COMPANY

 

By:

 

     

Name:

Title:

 

WESTERN ASSET MANAGEMENT COMPANY LTD.

 

 

By:

 

     

Name:

Title:

The foregoing is accepted by:

WESTERN ASSET INFLATION-LINKED INCOME FUND

 

By:  

/s/ Jane Trust

Name: Jane Trust
Title: President

 

-3-

ADVISORY CONTRACTS 9 inflinkadvagr5.htm Form 8-K

Amendment No.

1 to

Investment Management Agreement

This Amendment No. 1, dated April 27, 2018, to Investment Management Agreement is being entered into by and between Western Asset Management Company, a California corporation (the “Advisor”), and Western Asset Management Company Pte. Ltd., a corporation organized under the laws of Singapore (“Subadviser”), to amend the Investment Management Agreement, dated October 30, 2008 (“Current Agreement”), between the Advisor and the Subadviser with respect to Western Asset Inflation-Linked Income Fund (formerly, Western Asset/Claymore Inflation-Linked Securities & Income Fund and Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund), a Massachusetts business trust (the “Trust”). Unless otherwise defined herein, all defined terms have the same meaning as the Current Agreement.

Background

The parties to the Current Agreement wish to amend the Current Agreement as set forth in this Amendment No. 1 in order to reduce the compensation paid by the Advisor to the Subadviser under the Current Agreement, as amended.

Terms

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:

1. Modifications to the Current Agreement. The Current Agreement is hereby amended as follows:

(a) Existing Section 7 is deleted in its entirety and replaced as follows:

7.        For the services which the Subadviser will render to the Advisor and the Trust under this Agreement, the Advisor shall pay the Subadviser an annual fee, payable on a monthly basis, at the annual rate of 0.35% of the Trust’s average weekly assets that the 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 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. Fees due to the Subadviser hereunder shall be paid promptly to the 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.


2. Remainder of Current Agreement. Except as specifically modified by this Amendment No. 1, all terms and conditions of the Current Agreement shall remain in full force and effect.

3. Entire Agreement. This Amendment No. 1 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein.

4. Massachusetts Business Trust. A copy of the Trust’s Agreement and Declaration of Trust, as amended, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Amendment No. 1 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 Amendment No. 1 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.

5. Facsimile Signatures; Counterparts. This Amendment No. 1 may be executed in one or more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Amendment No. 1 or of executed signature pages to this Amendment No. 1 by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment No. 1.

[Remainder of page intentionally blank. Signature page follows.]

 

-2-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

 

WESTERN ASSET MANAGEMENT COMPANY
By:  

/s/ Daniel E. Giddings

Name:   Daniel E. Giddings
Title:   Manager, International Legal and Compliance
WESTERN ASSET MANAGEMENT COMPANY PTE. LTD.
By:  

/s/ Daniel E. Giddings

Name:   Daniel E. Giddings
Title:   Manager, International Legal and Compliance

The foregoing is accepted by:

WESTERN ASSET INFLATION-LINKED INCOME

FUND

 

By:  

 

Name:   Jane Trust
Title:   President

 

-3-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized officers, as of the day and year first above written.

WESTERN ASSET MANAGEMENT COMPANY

By:  

 

Name:  
Title:  
WESTERN ASSET MANAGEMENT COMPANY PTE. LTD.
By:  

 

Name:  
Title:  

The foregoing is accepted by:

WESTERN ASSET INFLATION-LINKED INCOME

FUND

By:  

/s/ Jane Trust

Name:   Jane Trust
Title:   President

 

-3-

MATERIAL AMENDMENTS 10 inflinkdetrst.htm Form 8-K

WESTERN ASSET/CLAYMORE INFLATION-LINKED SECURITIES & INCOME FUND

Amendment to the Agreement and Declaration of Trust

Certificate and Instrument of Amendment

April 24, 2018

The undersigned, being at least a majority of the duly elected and qualified Trustees of Western Asset/Claymore Inflation-Linked Securities & Income Fund, a Massachusetts business trust (the “Trust”), acting pursuant to Section 8(a) of Article IX of the Trust’s Amended and Restated Agreement and Declaration of Trust dated August 21, 2003, as amended (the “Declaration”), do hereby consent to and adopt the following resolution:

RESOLVED, that the Trust’s Declaration is hereby amended, effective as of April 27, 2018, to change the name of the Trust from “Western Asset/Claymore Inflation-Linked Securities & Income Fund” to “Western Asset Inflation-Linked Income Fund” so that Section 1 of Article I is deleted in its entirety, substituting therefor the following:

Section I. This Trust, heretofore known as “Western Asset/Claymore Inflation-Linked Securities & Income Fund,” shall hereafter be known as “Western Asset Inflation-Linked Income Fund” and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine.

This instrument may be executed in any number of counterparts each of which shall be deemed an original.

[Remainder of this page intentionally left blank.]


IN WITNESS WHEREOF, the undersigned have signed this Certificate and Instrument of Amendment as of the date first set forth above.

 

/s/ Ronald A. Nyberg

Ronald A. Nyberg, as Trustee

 

Ronald E. Toupin, Jr., as Trustee


IN WITNESS WHEREOF, the undersigned have signed this Certificate and Instrument of Amendment as of the date first set forth above.

 

 

Ronald A. Nyberg, as Trustee

/s/ Ronald E. Toupin

Ronald E. Toupin, Jr., as Trustee


THE COMMONWEALTH OF MASSACHUSETTS

I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:

April 24, 2018 12:45 PM

 

/s/ WILLIAM FRANCIS GALVIN

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth