INTERNAL CONTROL RPT

Report of Independent Registered Public Accounting Firm

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

In planning and performing our audits of the financial statements of Western Asset Inflation-Linked Opportunities & 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 Opportunities & 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

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ADVISORY CONTRACTS

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

WESTERN ASSET INFLATION-LINKED

OPPORTUNITIES & INCOME FUND

AGREEMENT made this 27th day of April 2018 by and between Western Asset Inflation-Linked Opportunities & Income Fund (formerly, Western Asset/Claymore Inflation-Linked Opportunities & Income Fund and Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2), 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 February 24, 2004, 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

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leverage the Fund’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 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 OPPORTUNITIES & 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;

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(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;

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(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.

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ADVISORY CONTRACTS

May 30, 2018

Western Asset Management Company, LLC

385 E. Colorado Blvd.

Pasadena, CA 91101

RE: Contractual Waiver

Dear Western Asset Inflation-Linked Opportunities & Income Fund:

Western Asset Management Company, LLC (formerly known as Western Asset Management Company) (the “Investment Manager”) agrees to waive its investment management fee in an amount equal to the management fee paid to the Investment Manager by the Western Asset Inflation-Linked Opportunities & Income Fund CFC (the “Subsidiary”). This undertaking will continue in effect for so long as the Western Asset Inflation-Linked Opportunities & Income Fund (the “Fund”) invests in the Subsidiary. This agreement replaces any and all other expense limitation agreements related to the fees and expenses of the Subsidiary between the Investment Manager and the Fund.

This agreement can only be terminated or amended upon the approval of the Fund’s Board of Trustees and is automatically terminated if the Investment Manager resigns as the Fund’s or the Subsidiary’s investment adviser or is otherwise no longer a service provider to the Fund, or if the Fund or the Subsidiary is dissolved and liquidated.

Very truly yours,

Western Asset Management Company, LLC

By:	/s/ Adam Wright
Name:	Adam Wright
Title:	Manager, U.S. Legal Affairs

Accepted by:

Western Asset Inflation-Linked Opportunities & Income Fund

By:
Name:	Jane Trust
Title:	President

May 30, 2018

Western Asset Management Company, LLC

385 E. Colorado Blvd.

Pasadena, CA 91101

RE: Contractual Waiver

Dear Western Asset Inflation-Linked Opportunities & Income Fund:

Western Asset Management Company, LLC (formerly known as Western Asset Management Company) (the “Investment Manager”) agrees to waive its investment management fee in an amount equal to the management fee paid to the Investment Manager by the Western Asset Inflation-Linked Opportunities & Income Fund CFC (the “Subsidiary”). This undertaking will continue in effect for so long as the Western Asset Inflation-Linked Opportunities & Income Fund (the “Fund”) invests in the Subsidiary. This agreement replaces any and all other expense limitation agreements related to the fees and expenses of the Subsidiary between the Investment Manager and the Fund.

This agreement can only be terminated or amended upon the approval of the Fund’s Board of Trustees and is automatically terminated if the Investment Manager resigns as the Fund’s or the Subsidiary’s investment adviser or is otherwise no longer a service provider to the Fund, or if the Fund or the Subsidiary is dissolved and liquidated.

Very truly yours,

Western Asset Management Company, LLC

By:

Name:

Title:

Accepted by:

Western Asset Inflation-Linked Opportunities & Income Fund

By:	/s/ Jane Trust
Name:	Jane Trust
Title:	President

ADVISORY CONTRACTS

April 27, 2018

Western Asset Management Company

385 E. Colorado Blvd.

Pasadena, CA 91101

RE:    Contractual Waiver

Dear Western Asset Inflation-Linked Opportunities & Income Fund:

Western Asset Management Company (the “Investment Manager”) agrees to waive its investment management fee in an amount equal to the management fee paid to the Investment Manager by the Western Asset Inflation-Linked Opportunities & Income Fund CFC (the “Subsidiary”). This undertaking will continue in effect for so long as the Western Asset Inflation-Linked Opportunities & Income Fund (the “Fund”) invests in the Subsidiary. This agreement replaces any and all other expense limitation agreements related to the fees and expenses of the Subsidiary between the Investment Manager and the Fund.

This agreement can only be terminated or amended upon the approval of the Fund’s Board of Trustees and is automatically terminated if the Investment Manager resigns as the Fund’s or the Subsidiary’s investment adviser or is otherwise no longer a service provider to the Fund, or if the Fund or the Subsidiary is dissolved and liquidated.

Very truly yours,

Western Asset Management Company

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

Accepted by:

Western Asset Inflation-Linked Opportunities & Income Fund

By:
Name:	Jane Trust
Title:	President

April 27, 2018

Western Asset Management Company

385 E. Colorado Blvd.

Pasadena, CA 91101

RE: Contractual Waiver

Dear Western Asset Inflation-Linked Opportunities & Income Fund:

Western Asset Management Company (the “Investment Manager”) agrees to waive its investment management fee in an amount equal to the management fee paid to the Investment Manager by the Western Asset Inflation-Linked Opportunities & Income Fund CFC (the “Subsidiary”). This undertaking will continue in effect for so long as the Western Asset Inflation-Linked Opportunities & Income Fund (the “Fund”) invests in the Subsidiary. This agreement replaces any and all other expense limitation agreements related to the fees and expenses of the Subsidiary between the Investment Manager and the Fund.

This agreement can only be terminated or amended upon the approval of the Fund’s Board of Trustees and is automatically terminated if the Investment Manager resigns as the Fund’s or the Subsidiary’s investment adviser or is otherwise no longer a service provider to the Fund, or if the Fund or the Subsidiary is dissolved and liquidated.

Very truly yours,

Western Asset Management Company

By:

Name:

Title:

Accepted by:

Western Asset Inflation-Linked Opportunities & Income Fund

By:	/s/ Jane Trust
Name:	Jane Trust
Title:	President

ADVISORY CONTRACTS

INVESTMENT MANAGEMENT AGREEMENT

This INVESTMENT MANAGEMENT AGREEMENT, made this 30th day of May, 2018, by and between Western Asset Inflation-Linked Opportunities & Income Fund CFC, a Cayman Islands exempted company (the “Company”), and Western Asset Management Company, LLC (formerly known as Western Asset Management Company), a California limited liability company (the “Manager”).

WHEREAS, the Company is a wholly-owned subsidiary of Western Asset Inflation-Linked Opportunities & Income Fund, a Massachusetts business Trust (the “Trust”);

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

WHEREAS, the purpose of the Company is to facilitate the implementation of the Trust’s investment strategies, in particular with respect to investments in commodity futures and other commodity-related derivative instruments;

WHEREAS, the Company wishes to retain the Manager to provide certain investment advisory, management and administrative services; and

WHEREAS, the Manager 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 Company hereby appoints Western Asset Management Company, LLC as investment manager of the Company for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2.    The Company shall at all times keep the Manager 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 Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request.

3.    (a) Subject to the supervision of the Company’s Board of Directors (the “Directors”), the Manager shall regularly provide the Company with investment research, advice, management and supervision and shall furnish a continuous investment program for the Company consistent with the Trust’s investment objectives, policies and restrictions. The Manager shall determine from time to time what securities or other property will be purchased,

retained or sold by the Company, and shall implement those decisions, all subject to the provisions of the Company’s Memorandum and Articles of Association, as well as the investment objectives, policies and restrictions of the Trust, in a manner intended to enable the Trust to comply with the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, as each of the foregoing may be amended from time to time. The Manager will place orders pursuant to its investment determinations for the Company 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 Company, the Manager 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 Company the most favorable price and execution available, the Manager, bearing in mind the Company’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 Directors may determine, the Manager 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 Company to pay, on behalf of the Company, a broker that provides brokerage and research services to the Manager or any affiliated person of the Manager 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 the Manager 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 Manager’s overall responsibilities with respect to the Company and to other clients of the Manager and any affiliated person of the Manager as to which the Manager or any affiliated person of the Manager exercises investment discretion. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Company, and shall perform such other functions of management and supervision, as may be directed by the Directors.

(b)    The Company hereby agrees with the Manager and with any investment adviser appointed pursuant to Paragraph 4 below (an “Investment Adviser”) that any entity or person associated with the Manager or Investment Adviser (or with any affiliated person of the Manager or Investment Adviser) that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Company which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Company hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) or otherwise.

4.    The Manager may enter into a contract (“Portfolio Management Agreement”) with one or more investment advisers in which the Manager delegates to such investment adviser

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or investment advisers any or all of its duties specified in Paragraph 3 hereunder. Such Portfolio Management Agreement must meet all requirements of the 1940 Act and the rules and regulations thereunder.

5.    (a) The Manager, at its expense, shall supply the Board of Directors and officers of the Company with statistical information and reports reasonably requested by them and reasonably available to the Manager. The Manager shall oversee the maintenance of all books and records with respect to the Company’s portfolio transactions and the keeping of the Company’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 Manager hereby agrees that any records which it maintains for the Company are the property of the Company, and further agrees to surrender promptly to the Company or its agents any of such records upon the Company’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-l under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act. The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Directors or officers of the Company, to serve in the capacities in which they are elected. The Manager may enter into a contract with one or more other parties in which the Manager 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 Manager shall not be responsible for the expenses of the Company. Specifically (but without limitation), the Manager will not be responsible for any of the following expenses of the Company, which expenses shall be borne by the Company: 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 Company 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 Company’s shares; expenses of registering and qualifying shares of the Company for sale under applicable federal, state and non-U.S. law; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Company shareholders; costs of stationery; costs of shareholders’ and other meetings of the Company; Directors’ fees; audit fees; travel expenses of officers, Directors and employees of the Company, if any; and the Company’s pro rata portion of premiums on any fidelity bond and other insurance covering the Company and/or its officers and Directors.

6.    No Director, officer or employee of the Company shall receive from the Company any salary or other compensation as such Director, officer or employee while he or she is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager. This Paragraph 6 shall not apply to Directors, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff.

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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 the Manager shall be reduced, and, if necessary, the Manager shall bear the Company’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 Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Company or to any shareholder of the Company, 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 Manager who may also be a Director, officer, or employee of the Company 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 Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other Company, firm, individual or association.

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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, or the Trust, 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 Manager, 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, the Manager 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 Manager and shall not be assignable by the Company without the consent of the Manager. Any termination of this Agreement pursuant to Paragraph 11 shall be without the payment of any penalty. This Agreement may be amended at any time by mutual consent of the parties, provided that, if required by applicable law, such consent on the part of the Trust shall have been approved by the vote of a majority of the outstanding voting securities of the Trust, 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 Manager.

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13.    In the event this Agreement is terminated by either party or upon written notice from the Manager at any time, the Company hereby agrees that it will eliminate from its corporate name any reference to the name of “Western.” The Company shall have the non-exclusive use of the name “Western” in whole or in part only so long as this Agreement is effective or until such notice is given.

14.    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.

15.    The Company represents that it is a Qualified Eligible Person as defined in Commodity Futures Trading Commission (“CFTC”) Rule 4.7. In accordance with a commodity pool operator (“CPO”) delegation agreement entered into by each member of the board of directors of the Company and the Adviser, the Adviser is the CPO of the Company and in such capacity the Adviser relies on the relief provided under CFTC Rule 4.7.

16.    PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING MEMORANDUM FOR THIS POOL.

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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 INFLATION-LINKED OPPORTUNITIES & INCOME FUND CFC

By:		By:	/s/ Jane Trust
	Name:		Name: Jane Trust, President

Attest: WESTERN ASSET MANAGEMENT COMPANY, LLC

By:		By:
	Name:		Name:

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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 INFLATION-LINKED OPPORTUNITIES & INCOME FUND CFC

By:		By:
	Name:		Name: Jane Trust, President

Attest: WESTERN ASSET MANAGEMENT COMPANY, LLC

By:		By:	/s/ Adam Wright
	Name:		Name: Adam Wright
			Manager, U.S. Legal Affairs

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ADVISORY CONTRACTS

INVESTMENT MANAGEMENT AGREEMENT

This INVESTMENT MANAGEMENT AGREEMENT made this 30th day of May, 2018, by and between Western Asset Management Company, LLC (formerly known as Western Asset Management Company) (the “Advisor”), a California limited liability company, and Western Asset Management Company Pte. Ltd. (“Subadviser”), a corporation organized under the laws of Singapore, 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 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 (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.

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(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 31 a-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 0.35% 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

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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, rendering services hereunder.

9.    Definitions. As used in this Agreement, the terms “assignment,” “interested person,” “affiliated person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted, issued or adopted by the Securities and Exchange Commission or its staff by any rule, regulation, or order; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

10.    Term. This Agreement shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 12) until terminated as follows:

(a)    The Trust may at any time terminate this Agreement by 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor and 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.

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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 mark “Western Asset Management Company Pte. Ltd.” (the “Licensed Mark”) 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 Mark sufficient to grant this license. No right, title, or interest in the Licensed Mark, except the right to use the Licensed Mark 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.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.

Attest:	WESTERN ASSET MANAGEMENT COMPANY, LLC
By:	By:
Attest:	WESTERN ASSET MANAGEMENT COMPANY PTE. LTD.
By:	By:	/s/ Daniel E. Giddings
		Daniel E. Giddings
		Manager, International Legal and Compliance
The foregoing is accepted by:
Attest:	WESTERN ASSET INFLATION-LINKED
	OPPORTUNITIES & INCOME FUND
By:	By:
		Jane Trust, President

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.

Attest:	WESTERN ASSET MANAGEMENT COMPANY, LLC
By:	By:
Attest:	WESTERN ASSET MANAGEMENT COMPANY PTE. LTD.
By:	By:
The foregoing is accepted by:
Attest:	WESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND
By:	By:	/s/ Jane Trust
		Jane Trust, President

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ADVISORY CONTRACTS

INVESTMENT MANAGEMENT AGREEMENT

This INVESTMENT MANAGEMENT AGREEMENT, made this 30th day of May, 2018, by and between Western Asset Inflation-Linked Opportunities & Income Fund, a Massachusetts business trust (the “Trust”), and Western Asset Management Company, LLC (formerly known as Western Asset Management Company), a California limited liability company (the “Manager”).

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

WHEREAS, the Trust wishes to retain the Manager to provide certain investment advisory, management and administrative services; and

WHEREAS, the Manager 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 Western Asset Management Company, LLC as Manager of the Trust for the period and on the terms set forth in this Agreement. The Manager 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 Manager 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 Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request.

3.    (a) Subject to the supervision of the Trust’s Board of Trustees (the “Trustees”), the Manager 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 Manager 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 Manager 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 Manager 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 Manager, 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 Manager 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 Manager or any affiliated person of the Manager 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 the Manager 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 Manager’s overall responsibilities with respect to the Trust and to other clients of the Manager and any affiliated person of the Manager as to which the Manager or any affiliated person of the Manager exercises investment discretion. The Manager 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)    The Trust hereby agrees with the Manager and with any investment adviser appointed pursuant to Paragraph 4 below (an “Investment Adviser”) that any entity or person associated with the Manager or Investment Adviser (or with any affiliated person of the Manager or Investment Adviser) 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 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.    The Manager may enter into a contract (“Portfolio Management Agreement”) with one or more investment advisers in which the Manager delegates to such investment adviser or investment advisers any or all of its duties specified in Paragraph 3 hereunder. Such Portfolio Management Agreement must meet all requirements of the 1940 Act and the rules and regulations thereunder.

5.    (a) The Manager, 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 Manager. The Manager 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 Manager 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 Manager 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 Manager 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 Manager may enter into a contract with one or more other parties in which the Manager delegates to such party or parties any or all of the duties specified in this Paragraph 5(a).

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(b)    Other than as herein specifically indicated, the Manager shall not be responsible for the expenses of the Trust. Specifically (but without limitation), the Manager 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 Manager or any affiliated company of the Manager. This Paragraph 6 shall not apply to Trustees, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff.

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 the Manager shall be reduced, and, if necessary, the Manager shall bear the Trust’s expenses to the extent required by such expense limitation.

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8.    In the absence of willful misfeasance/bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager 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 Manager 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 Manager 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 or 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 not more than 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 Manager, 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, the Manager 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.

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12.    Except as otherwise provided herein, this Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust without the consent of the Manager. 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 Manager.

13.    In the event this Agreement is terminated by either party or upon written notice from the Manager at any time, the Trust hereby agrees that it will eliminate from its corporate name any reference to the name of “Western.” The Trust shall have the non-exclusive use of the name “Western” in whole or in part only so long as this Agreement is effective or until such notice is given.

14.    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.

15.    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 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 INFLATION-LINKED OPPORTUNITIES & INCOME FUND
By:	By:	/s/ Jane Trust
		Jane Trust, President
Attest:	WESTERN ASSET MANAGEMENT COMPANY, LLC
By:	By:

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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 INFLATION-LINKED OPPORTUNITIES & INCOME FUND
By:	By:
		Jane Trust, President
Attest:	WESTERN ASSET MANAGEMENT COMPANY, LLC
By:	By:	/s/ Adam Wright
		Adam Wright Manager, U.S. Legal Affairs

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ADVISORY CONTRACTS

INVESTMENT MANAGEMENT AGREEMENT

This INVESTMENT MANAGEMENT AGREEMENT made this 30th day of May, 2018, by and between Western Asset Management Company, LLC (formerly known as Western Asset Management Company) (the “Advisor”), a California limited liability company, and Western Asset Management Company Limited (“Subadviser”), a corporation organized under English law, 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 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 (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.

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(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 0.35% 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

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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 rendering of services hereunder.

9.      Definitions. As used in this Agreement, the terms “assignment,” “interested person,” “affiliated person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted, issued or adopted by the Securities and Exchange Commission or its staff by any rule, regulation, or order; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

10.      Term. This Agreement shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 12) until terminated as follows:

(a)    The Trust may at any time terminate this Agreement by 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Advisor and 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.

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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 mark “Western Asset Management Company Limited” (the “Licensed Mark”) 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 Mark sufficient to grant this license. No right, title, or interest in the Licensed Mark, except the right to use the Licensed Mark 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.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.

Attest:	WESTERN ASSET MANAGEMENT COMPANY, LLC
By:	By:
Attest:	WESTERN ASSET MANAGEMENT COMPANY LIMITED
By:	By:	/s/ Daniel E. Giddings
		Daniel E. Giddings Manager, International Legal and Compliance
The foregoing is accepted by:
Attest:	WESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND
By:	By:
		Jane Trust, President

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.

Attest:	WESTERN ASSET MANAGEMENT COMPANY, LLC
By:	By:
Attest:	WESTERN ASSET MANAGEMENT COMPANY LIMITED
By:	By:
The foregoing is accepted by:
Attest:	WESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND
By:	By:	/s/ Jane Trust
		Jane Trust, President

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ADVISORY CONTRACTS

INVESTMENT MANAGEMENT AGREEMENT

This INVESTMENT MANAGEMENT AGREEMENT made this 30^th day of May, 2018, by and between Western Asset Management Company, LLC (formerly known as Western Asset Management Company) (the “Advisor”), a California 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 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 (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.

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(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 3la-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 0.35% 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

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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.

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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 mark “Western Asset Management Company Ltd” (the “Licensed Mark”) 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 Mark sufficient to grant this license. No right, title, or interest in the Licensed Mark, except the right to use the Licensed Mark 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.

16.    Japanese Law. Subadviser is regulated by the Japanese Securities and Exchange Surveillance Commission, a commission established by the Japanese Financial Services Agency, and is subject to applicable local laws and regulation.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.

Attest:	WESTERN ASSET MANAGEMENT COMPANY, LLC
By:	By:
Attest:	WESTERN ASSET MANAGEMENT COMPANY LTD
By:	By:
The foregoing is accepted by:
Attest:	WESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND
By:	By:
		Jane Trust, President

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.

Attest:	WESTERN ASSET MANAGEMENT COMPANY, LLC
By:	By:
Attest:	WESTERN ASSET MANAGEMENT COMPANY LTD.
By:	By:
The foregoing is accepted by:
Attest:	WESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND
By:	By:	/s/ Jane Trust
		Jane Trust, President

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MATERIAL AMENDMENTS

WESTERN ASSET/CLAYMORE INFLATION-LINKED OPPORTUNITIES & 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 Opportunities & Income Fund, a Massachusetts business trust (the “Trust”), acting pursuant to Section 8(a) of Article IX of the Trust’s Agreement and Declaration of Trust dated October 27, 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 Opportunities & Income Fund” to “Western Asset Inflation-Linked Opportunities & 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 Opportunities & Income Fund,” shall hereafter be known as “Western Asset Inflation-Linked Opportunities & 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