As filed with the Securities and Exchange Commission on June 30, 2009

 

1933 Act File No. 333-158780
1940 Act File No. 811-22294

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-2

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 x

 

Pre-Effective Amendment No.      o

 

Post-Effective Amendment No.  1 x

 

and/or

 

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 x

 

Amendment No. 4 x

 

Western Asset Investment Grade Defined Opportunity Trust Inc.

(Exact Name of Registrant as Specified in Charter)

 

55 Water Street
New York, New York 10041
(Address of Principal Executive Offices)

 

(888) 777-0102
(Registrant’s Telephone Number, Including Area Code)

 

R. Jay Gerken

Legg Mason & Co., LLC

620 Eighth Avenue, 49th Floor

New York, New York 10018

(Name and Address of Agent for Service)

 

 

Copies to:

 

 

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.  o

 

It is proposed that this filing will become effective when declared effective (check appropriate box):

 

o            when declared effective pursuant to Section 8(c).

 

If appropriate, check the following box:

 

o                                    This post-effective amendment designates a new effective date for a previously filed registration statement.

 

x                                  This form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933 of the earlier effective registration statement for the same offering (Reg. No. 333-158780).

 

 

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

 

Title of Securities Being Registered		Amount Being Registered		Proposed Maximum Offering Price per Unit			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee (1)
Common Stock, $0.001 par value		12,500,000 Shares		$	20.00		$	250,000,000		$	13,950.00

 

(1)          All fees have been previously paid.

 

 

 

EXPLANATORY NOTE

 

Rule 462(d) Filing

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-158780) of Western Asset Investment Grade Defined Opportunity Trust Inc., a corporation organized under the laws of the State of Maryland (the “Registrant”), is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form N-2 (Reg. No. 333-158780) filed by the Registrant with the Securities and Exchange Commission and declared effective on June 25, 2009 are incorporated herein by reference. The sole purpose of this Post-Effective Amendment No. 1 is to add a new exhibit L(3), the Opinion and Consent of DLA Piper US LLP, and accordingly, this amendment shall become effective immediately upon filing with the Securities and Exchange Commission.

 

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PART C

 

OTHER INFORMATION

 

Item 25.  Financial Statements and Exhibits

 

Registrant has not conducted any business as of the date of this filing, other than in connection with its organization. Financial Statements (including the Report of Independent Registered Public Accounting Firm and the Notes to the Financial Statements) indicating that the Registrant has met the net worth requirements of Section 14(a) of the of the Investment Company Act of 1940, as amended, were filed in Pre-effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-158780) and are incorporated by reference herein.

 

(2)		Exhibits
		(a)		Articles of Incorporation dated April 24, 2009*
		(b)		By-Laws of the Registrant*
		(c)		Not Applicable
		(d)		Articles V and VIII of Registrant’s Articles of Incorporation are incorporated herein by reference.
		(e)		Form of Dividend Reinvestment Plan*
		(f)		Not Applicable
		(g)(1)		Form of Investment Management Agreement between Registrant and Legg Mason Partners Fund Advisor, LLC*
		(g)(2)		Form of Sub-advisory Agreement between Legg Mason Partners Fund Advisor, LLC and Western Asset Management Company*
		(g)(3)		Form of Sub-advisory Agreement between Western Asset Management Company and Western Asset Management Company Pte. Ltd. *
		(g)(4)		Form of Sub-advisory Agreement between Western Asset Management Company and Western Asset Management Company Ltd. *
		(g)(5)		Form of Sub-advisory Agreement between Western Asset Management Company and Western Asset Management Company Limited*
		(h)(1)		Form of Underwriting Agreement*
		(h)(2)		Form of Master Agreement Among Underwriters*
		(h)(3)		Form of Standard Dealer Agreement*
		(h)(4)		Form of Wachovia Structuring Fee Agreement*
		(h)(5)		Form of Citi Structuring Fee Agreement*
		(h)(6)		Form of Merrill Additional Compensation Agreement*
		(h)(7)		Form of Incentive Fee Agreement*
		(i)		Not Applicable
		(j)		Form of Custodian Services Agreement with State Street Bank and Trust Company*
		(k)		Form of Transfer Agency and Services Agreement with American Stock Transfer & Trust Company LLC*
		(l)(1)		Opinion and Consent of Simpson Thacher & Bartlett LLP*
		(l)(2)		Opinion and Consent of DLA Piper US LLP*
		(l)(3)		Opinion and Consent of DLA Piper US LLP
		(m)		Not Applicable
		(n)		Consent of Independent Registered Public Accounting Firm
		(o)		Not Applicable
		(p)		Subscription Agreement*
		(q)		Not Applicable
		(r)		Code of Ethics*
		(s)		Powers of Attorney*

 

* Previously filed on the Form N-2 Registration Statement (File No. 333-158780) and incorporated by reference herein.

 

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Item 26.  Marketing Arrangements

 

See the Form of Underwriting Agreement, the Form of Master Agreement Among Underwriters and the Form of Standard Dealer Agreement filed as Exhibit (h)(1), Exhibit (h)(2) and Exhibit (h)(3), respectively, to the Registration Statement previously filed on Form N-2 (File No. 333-158780).

 

Item 27.  Other Expenses of Issuance and Distribution

 

The following table sets forth the estimated expenses to be incurred in connection with the offering (including the expenses for the Common Stock registered in the previously filed Registration Statement (File No. 333-158780)) are as follows:

 

SEC Registration fees		$	13,950
New York Stock Exchange listing fees		30,000
Financial Industry Regulatory Authority fees		26,200
Printing and engraving expenses		358,000
Accounting fees and expenses		33,500
Legal fees and expenses		400,000
Total		$	861,650

 

Item 28.  Persons Controlled by or Under Common Control with Registrant

 

None.

 

Item 29.  Number of Holders of Securities

 

At May 11, 2009

 

Title of Class		Number of Record Holders
Common Stock, par value $0.001 per share		1

 

Item 30.  Indemnification

 

Sections 1-3 of Article VII of the Registrant’s Articles of Incorporation, filed as Exhibit (a) to this Registration Statement, provides that:

 

To the maximum extent permitted by Maryland statutory or decisional law, as amended or interpreted, no current or former director or officer of the Registrant shall have any liability to the Registrant or its stockholders for money damages.  This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Registrant whether or not such person is a director or officer at the time of any proceeding in which liability is asserted.

 

The Registrant shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent that indemnification of directors is permitted by Maryland law.  The Registrant shall indemnify and advance expenses to its officers to the same extent as its directors and may do so to such further extent as is consistent with law.  The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled.  The Board may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such By-Laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law.  This indemnification applies to events occurring at the time a person serves as a director or officer of the Registrant whether or not such person is a director or officer at the time of any proceeding in which liability is asserted.

 

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No provision of the Registrant’s Articles of Incorporation shall be effective to protect or purport to protect any director or officer of the Registrant against any liability to the Registrant or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

 

Section 6 of the Form of Underwriting Agreement filed as Exhibit (h)(1) to this Registration Statement provides for each of the parties thereto, including the Registrant and the underwriters, to indemnify the others, their directors, certain of their officers, directors and persons who control them against certain liabilities in connection with the offering described herein, including liabilities under the federal securities laws.

 

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

Item 31.  Business and Other Connections of Adviser

 

The descriptions of LMPFA and Western Asset under the caption “Management of the Fund” in the Prospectus and Statement of Additional Information of this registration statement are incorporated by reference herein.  Information as to the directors and officers of LMPFA and Western Asset, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of LMPFA, Western Asset, Western Singapore, Western Japan and Western Asset Limited in the last two years, is included in their respective applications for registration as an investment adviser on Form ADV (File Nos. 801-66785, 801-08162, 801-67298, 801-143388 and 801-21068, respectively) filed under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.

 

Item 32.  Location of Accounts and Records

 

The accounts and records of the Registrant are maintained at the office of the Registrant at 55 Water Street, New York, New York 10041.

 

Item 33.  Management Services

 

Not applicable.

 

Item 34.  Undertakings

 

(1) Registrant undertakes to suspend the offering of shares until the prospectus is amended, if subsequent to the effective date of this registration statement, its net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement or its net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

 

(2) Not applicable.

 

(3) Not applicable.

 

(4) Not applicable.

 

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(5) Registrant undertakes that, for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of the Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant Rule 497(h) shall be deemed to be a part of the Registration Statement as of the time it was declared effective.

 

Registrant undertakes that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus will be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(6) Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Statement of Additional Information.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 30th day of June 2009.

 

	WESTERN ASSET INVESTMENT GRADE DEFINED OPPORTUNITY TRUST INC.
	By:	/s/ R. Jay Gerken
		R. Jay Gerken
		Chairman, Chief Executive Officer and President

 

 

Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following person in the capacity and on the date indicated.

 

 

Signature		Title		Date
/s/ R. Jay Gerken		Chairman, Chief Executive Officer,
R. Jay Gerken		President and Director (Principal Executive Officer)		June 30, 2009
/s/ Kaprel Ozsolak		Treasurer and Chief Financial Officer
Kaprel Ozsolak		(Principal Financial and Accounting Officer)		June 30, 2009
Carol L. Colman*
Carol L. Colman		Director
Daniel P. Cronin*
Daniel P. Cronin		Director
Paolo M. Cucchi*
Paolo M. Cucchi		Director
Leslie H. Gelb*
Leslie H. Gelb		Director
William R. Hutchinson*
William R. Hutchinson		Director
Dr. Riordan Roett*
Dr. Riordan Roett		Director
Jeswald W. Salacuse*
Jeswald W. Salacuse		Director

 

By:	/s/ R. Jay Gerken
	R. Jay Gerken
	Attorney-in-Fact
	June 30, 2009

 

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* The original powers of attorney authorizing Kaprel Ozsolak, Robert I. Frenkel and William J. Renahan to execute this Registration Statement, and Amendments thereto, for the directors of the Registrant on whose behalf this Registration Statement is filed have been executed and were previously filed as Exhibit (s) on the Form N-2 Registration Statement (File No. 333-158780).

 

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Schedule of Exhibits to Form N-2

 

Exhibit No.		Exhibit
(l)(3)		Opinion and Consent of DLA Piper US LLP
(n)		Consent of Independent Registered Public Accounting Firm

 

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