SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
240.14a-11(c) or 240.14a-12
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
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(1) Title of each class of securities to which transaction applies:
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously paid. Identify the previous filing by registration statement
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(4) Date Filed:
WESTERN ASSET/CLAYMORE U.S. TREASURY
INFLATION PROTECTED SECURITIES FUND 2
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 2005
------------------------
To the Shareholders of
WESTERN ASSET/CLAYMORE U.S. TREASURY
INFLATION PROTECTED SECURITIES FUND 2
The Annual Meeting of Shareholders of Western Asset/Claymore U.S. Treasury
Inflation Protected Securities Fund 2 (the "Fund") will be held at 2455
Corporate West Drive, Lisle, Illinois, on Monday, May 9, 2005 at 11:30 a.m.,
Central time, for the following purposes:
(1) Electing two Trustees, each to hold office for the term indicated;
and
(2) Transacting such other business as may properly come before the
Annual Meeting and any adjournment thereof.
The Board of Trustees has fixed the close of business on March 15, 2005 as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the Annual Meeting and any adjournment thereof.
By Order of the Board of Trustees
Heidemarie Gregoriev, Secretary
Pasadena, California
March 31, 2005
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE
URGED TO DATE, FILL IN, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
WESTERN ASSET/CLAYMORE U.S. TREASURY
INFLATION PROTECTED SECURITIES FUND 2
385 EAST COLORADO BOULEVARD
PASADENA, CALIFORNIA 91101
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Trustees of the Fund
for use at the first annual meeting of shareholders of the Fund, to be held on
May 9, 2005 at 11:30 a.m., Central time (the "Annual Meeting"), and at any
adjournment thereof. At the Annual Meeting, shareholders will be asked to
consider the election of Nicholas Dalmaso and Michael Larson to the Board of
Trustees of the Fund. This Proxy Statement and the form of proxy were first
mailed to shareholders on or about April 4, 2005.
The Board of Trustees has fixed the close of business on March 15, 2005 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting and any adjournment thereof. As of the close of
business on that date, the Fund had issued and outstanding 61,184,134 common
shares of beneficial interest, no par value ("Common Shares"), and 16,400
preferred shares of beneficial interest, no par value ("Preferred Shares" and,
together with the Common Shares, the "Shares"). The Common Shares and Preferred
Shares are the only classes of shares currently authorized by the Fund. As of
the close of business on March 15, 2005, no person owned of record or, to the
knowledge of the Fund, owned beneficially more than five percent (5%) of the
outstanding Shares of either class, except that Cede & Co., as nominee for
participants in The Depository Trust Company, held of record 61,161,833 Common
Shares (representing approximately 99% of the outstanding Common Shares) and all
16,400 outstanding Preferred Shares. Cede & Co.'s address is 55 Water Street,
25th Floor, New York, New York 10041-0001.
Shareholders of the Fund as of the close of business on March 15, 2005 will
be entitled to one vote for each Share held, and a fractional vote with respect
to fractional Shares, with no cumulative voting rights. Holders of the Preferred
Shares ("Preferred Shareholders") and holders of Common Shares ("Common
Shareholders") will vote as a single class on the election of Messrs. Dalmaso
and Larson. Common Shareholders and Preferred Shareholders will vote as a single
class on any other matter properly brought before the Annual Meeting (except as
otherwise required by the Fund's Agreement and Declaration of Trust (the
"Declaration of Trust") and Bylaws and applicable law). Thirty percent (30%) of
the total Common Shares and Preferred Shares of the Fund entitled to vote at the
Annual Meeting must be represented in person or by proxy to constitute a quorum
for the Annual Meeting.
1
Election of each of Mr. Dalmaso and Mr. Larson to the Board of Trustees of
the Fund requires the affirmative vote of a plurality of the Shares entitled to
vote on the election of Trustees and present in person or represented by proxy
at the Annual Meeting.
Each shareholder has the right to revoke his or her proxy at any time
before it is voted. A proxy may be revoked by filing with the Secretary of the
Fund a written revocation or a properly executed proxy bearing a later date or
by voting in person at the Annual Meeting. Any shareholder may attend the Annual
Meeting, whether or not he or she has previously given a proxy.
The solicitation of proxies for the Annual Meeting will be made primarily
by mail. However, if necessary to ensure satisfactory representation at the
Annual Meeting, additional solicitation may take place in writing or by
telephone or personal interview by officers of the Fund (or their designees),
who will not receive compensation from the Fund for such services. As the date
of the meeting approaches, if we have not received your proxies, you may receive
a telephone call from our proxy solicitor, Computershare Fund Services
(formerly, Georgeson Shareholder Communications, Inc.) ("CFS"), which has been
retained to assist shareholders in the voting process. For these services, the
Fund will pay CFS a fee that is not expected to exceed $2,000. The Fund will
reimburse brokers and other nominees, in accordance with New York Stock Exchange
approved reimbursement rates, for their expenses in forwarding solicitation
material to the beneficial owners of shares of the Fund. All expenses incurred
in connection with the solicitation of proxies, including the services of CFS,
will be borne by the Fund.
Abstentions and "broker non-votes" (i.e., shares held by brokers or
nominees as to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote and (ii) the broker or nominee does not
have discretionary voting power on a particular matter) will be counted as
shares present for purposes of determining whether a quorum is present, but will
not be counted as having been voted on the matter in question. Assuming that a
quorum would otherwise be present, abstentions and broker non-votes will
accordingly have no effect for the purpose of determining whether a Trustee has
been elected.
Randolph L. Kohn, Gregory B. McShea, Heidemarie Gregoriev and Richard C.
Sarhaddi, the persons named as proxies on the proxy card accompanying this Proxy
Statement, were selected by the Board of Trustees to serve in such capacity.
Messrs. Kohn, McShea and Sarhaddi and Ms. Gregoriev are each officers of the
Fund, and Mr. Kohn is also a Trustee of the Fund. Each executed and returned
proxy will be voted in accordance with the directions indicated thereon or, if
no direction is indicated, such proxy will be voted for the election as Trustees
of the Board of Trustees' nominees listed in this Proxy Statement. Discretionary
authority is provided in the proxy as to any matters not specifically referred
to therein. The Board of Trustees is not aware of any other matters which are
likely to be brought before the Annual Meeting. However, if any such matters
properly come before the Annual Meeting, the persons named in
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the proxy are fully authorized to vote thereon in accordance with their judgment
and discretion. In matters other than the election of Trustees, except where a
different vote is required by any provision of law or the Fund's Declaration of
Trust or Bylaws, a plurality of a quorum of the Shares necessary for the
transaction of business at a shareholders' meeting shall decide any question.
PROPOSAL 1
ELECTION OF TRUSTEES
In accordance with the Declaration of Trust, the Trustees were divided into
the following three classes (each a "Class") prior to the initial public
offering of the Common Shares: Class I, whose initial term will expire at the
Annual Meeting; Class II, whose initial term will expire at the Fund's 2006
annual meeting of shareholders; and Class III, whose initial term will expire at
the Fund's 2007 annual meeting of shareholders. At each annual meeting beginning
with the Annual Meeting, successors to the Class of Trustees whose term expires
at that annual meeting shall be elected for a three-year term.
The following table sets forth the nominees who will stand for election at
the Annual Meeting, the Class of Trustees to which they have been designated and
the expiration of their terms if elected:
NOMINEE CLASS EXPIRATION OF TERM IF ELECTED*
------- ------- ------------------------------
Nicholas Dalmaso................................. Class I 2008 Annual Meeting
Michael Larson................................... Class I 2008 Annual Meeting
---------------
* A Trustee shall hold office until the annual meeting for the year in which his
or her term expires and until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
Under the Fund's classified Board structure, ordinarily only those Trustees
in a single Class may be replaced in any one year, and it would require a
minimum of two years to change a majority of the Board of the Fund under normal
circumstances. This structure, which may be regarded as an "anti-takeover"
measure, may make it more difficult for the Fund's shareholders to change the
majority of Trustees of the Fund and, thus, promotes the continuity of
management.
It is the intention of the persons designated as proxies in the proxy card,
unless otherwise directed therein, to vote at the Annual Meeting for the
election of Messrs. Dalmaso and Larson. Each of the nominees has agreed to serve
if elected at the Annual Meeting. If either nominee is unable or unavailable to
serve, the persons named in the proxies will vote the proxies for such other
person as the Board of Trustees may recommend.
3
Information Regarding the Trustees. Information about the Trustees and
nominees is set forth below. The address of each Trustee and nominee is c/o the
Fund at its principal business address (385 East Colorado Boulevard, Pasadena,
California 91101). Of the individuals listed below, only Messrs. Dalmaso and
Larson are nominees for election at the Annual Meeting.
NUMBER OF
PORTFOLIOS SHARES OF
IN FUND THE FUND
COMPLEX* OTHER BENEFICIALLY
TERM OF OFFICE OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) AND LENGTH OF PRINCIPAL OCCUPATIONS DURING BY TRUSTEE HELD BY TRUSTEE MARCH 1,
NAME AND AGE HELD WITH FUND TIME SERVED THE PAST 5 YEARS OR NOMINEE OR NOMINEE 2005
------------ -------------- -------------- ----------------------------- ---------- --------------- ------------
Peter Erichsen Trustee and Term expires Vice President, General 2 250
Born in 1956 Chairman of in 2006; Counsel and Secretary of the
the served since J. Paul Getty Trust
Trustees(1)(2) January 2004 (2001-present); Governor of
the Philadelphia Stock
Exchange (1999-present);
Chairman of the Philadelphia
Stock Exchange's Audit
Committee (1999-present).
Formerly: Vice President and
General Counsel of the
University of Pennsylvania
(1997-2001).
Michael Larson Trustee and Term expires Chief Investment Officer for 2 Pan American 0
Born in 1959 Nominee(1)(2) at the Annual William H. Gates III Silver Corp.
Meeting; (1994-present). Formerly: (silver mining,
served since Senior Partner, Fixed Income development and
September 2004 of Harris Investment exploration
Management (1993); Chief company)
Fixed Income Officer of (1999-present)
Commonwealth Investment
Counsel (1992); Senior
Portfolio Manager of Putnam
Management Company (1989-
1992); Director of ARCO
Investment Management Company
(1980-1989).
4
NUMBER OF
PORTFOLIOS SHARES OF
IN FUND THE FUND
COMPLEX* OTHER BENEFICIALLY
TERM OF OFFICE OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) AND LENGTH OF PRINCIPAL OCCUPATIONS DURING BY TRUSTEE HELD BY TRUSTEE MARCH 1,
NAME AND AGE HELD WITH FUND TIME SERVED THE PAST 5 YEARS OR NOMINEE OR NOMINEE 2005
------------ -------------- -------------- ----------------------------- ---------- --------------- ------------
Ronald A. Nyberg Born Trustee(1)(2) Term expires Principal of Ronald A. 7 Trustee of MBIA 530
in 1953 in 2006; Nyberg, Ltd., a law firm Capital/Claymore
served since specializing in corporate Managed
January 2004 law, estate planning and Duration
business transactions (2000- Investment
present). Formerly: Executive Grade Municipal
Vice President, General Fund
Counsel and Corporate (2003-present);
Secretary of Van Kampen Trustee of
Investments, an investment Advent Claymore
advisory firm (1982-1999). Convertible
Securities &
Income Fund
(2003-present).
Ronald E. Toupin, Jr. Trustee(1)(2) Term expires Formerly: Vice President, 7 Trustee of MBIA 0
Born in 1958 in 2007; Manager and Portfolio Manager Capital/Claymore
served since of Nuveen Asset Management, Managed
January 2004 an investment advisory firm Duration
(1998-1999); Vice President Investment
and Portfolio Manager of Grade Municipal
Nuveen Investment Advisory Fund
Corporation, an investment (2003-present);
advisory firm (1992-1999); Trustee of
Vice President and Manager of Advent Claymore
Nuveen Unit Investment Trusts Convertible
(1991-1998); Assistant Vice Securities &
President and Portfolio Income Fund
Manager of Nuveen Unit Trusts (2003-present).
(1988-1990) and John Nuveen &
Company, Inc. (1982-1999).
5
NUMBER OF
PORTFOLIOS SHARES OF
IN FUND THE FUND
COMPLEX* OTHER BENEFICIALLY
TERM OF OFFICE OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) AND LENGTH OF PRINCIPAL OCCUPATIONS DURING BY TRUSTEE HELD BY TRUSTEE MARCH 1,
NAME AND AGE HELD WITH FUND TIME SERVED THE PAST 5 YEARS OR NOMINEE OR NOMINEE 2005
------------ -------------- -------------- ----------------------------- ---------- --------------- ------------
Interested Trustees
Nicholas Dalmaso Born Trustee and Term expires Senior Managing Director and 7 Trustee of MBIA 0
in 1965(3) Nominee at the Annual General Counsel of Claymore Capital/
Meeting; Securities, Inc. Claymore
served since (2001-present) and Claymore Managed
January 2004 Advisors, LLC (2003-present); Duration
Manager of Claymore Fund Investment
Management Company LLC Grade Municipal
(2002-present); Chief Fund
Executive Officer, Chief (2003-present);
Legal Officer and Chief Director of
Compliance Officer to funds Flaherty &
in the Claymore Advisors, LLC Claymore
fund complex. Formerly: Preferred
Assistant General Counsel of Securities
John Nuveen and Company, Inc. Income Fund
(1999-2001); Vice President (2002-present);
and Associate General Counsel Trustee of
of Van Kampen Investments Advent Claymore
(1992-1999). Convertible
Securities &
Income Fund
(2003-present);
Trustee of
Flaherty &
Crumrine/
Claymore Total
Return Fund,
Inc. (2003-
present).
6
NUMBER OF
PORTFOLIOS SHARES OF
IN FUND THE FUND
COMPLEX* OTHER BENEFICIALLY
TERM OF OFFICE OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) AND LENGTH OF PRINCIPAL OCCUPATIONS DURING BY TRUSTEE HELD BY TRUSTEE MARCH 1,
NAME AND AGE HELD WITH FUND TIME SERVED THE PAST 5 YEARS OR NOMINEE OR NOMINEE 2005
------------ -------------- -------------- ----------------------------- ---------- --------------- ------------
Randolph L. Kohn Born Trustee and Term expires President of Western Asset/ 2 1,000
in 1947(4) President in 2007; Claymore U.S. Treasury
served since Inflation Protected
January 2004 Securities Fund (2003-
present), a closed-end fund.
Formerly: Director, Global
Client Services and Marketing
of Western Asset Management
Company (1984-2002); Director
(1996-2001) and Chairman
(2000-2001) of Arroyo Seco,
Inc.; Director of Marketing
of American Express Asset
Management (1982-1984);
Director of Marketing of
First Asset Management
(1979-1982); Marketing
Executive of Kemper Financial
Services (1975-1979).
---------------
(1) Member of the Audit Committee of the Board of Trustees.
(2) Member of the Governance and Nominating Committee of the Board of Trustees.
(3) Mr. Dalmaso is an "interested person" (as defined in section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund
because of his position as an officer of Claymore Advisors, LLC (the
"Investment Adviser"), the Fund's investment adviser, and his ownership
interest in Claymore Group, LLC, the parent company of that entity.
(4) Mr. Kohn is an "interested person" (as defined above) of the Fund because of
his position as President of the Fund and his ownership of shares of common
stock of Legg Mason, Inc., the parent company of the Fund's subadviser,
Western Asset Management Company (the "Investment Manager").
* Each Trustee also serves as a Trustee of Western Asset/Claymore U.S.
Treasury Inflation Protected Securities Fund, a closed-end investment
company, which is considered part of the same Fund Complex as the Fund. The
Investment Manager serves as investment adviser to Western Asset/Claymore
U.S. Treasury Inflation Protected Securities Fund. Messrs. Nyberg, Toupin
and Dalmaso also serve as Trustees of Dreman/Claymore Dividend & Income
Fund, TS&W/Claymore Tax-Advantaged Balanced Fund, Madison/Claymore Covered
Call Fund, Fiduciary/Claymore MLP Opportunity Fund and Advent/Claymore
Enhanced Growth & Income Fund, each of which is a closed-end investment
7
company that is considered part of the same Fund Complex as the Fund because
the Investment Adviser serves as investment adviser to those funds.
The following table states the dollar range of equity securities
beneficially owned as of March 1, 2005 by each Trustee and nominee in the Fund
and, on an aggregate basis, in any registered investment companies overseen or
to be overseen by the Trustee or nominee in the same "family of investment
companies."
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL FUNDS OVERSEEN OR TO
BE OVERSEEN BY TRUSTEE
OR NOMINEE IN FAMILY
DOLLAR RANGE OF EQUITY OF INVESTMENT
NAME OF NOMINEE SECURITIES IN THE FUND COMPANIES
--------------- ---------------------- ------------------------
Peter C. Erichsen.................................. $1 - $10,000 $1 - $10,000
Michael Larson..................................... None None
Ronald A. Nyberg................................... $1 - $10,000 $10,001 - $50,000
Ronald E. Toupin................................... None None
Interested Trustees
Nicholas Dalmaso................................... None None
Randolph L. Kohn................................... $10,001 - $50,000 $10,001 - $50,000
As of March 1, 2005, all Trustees, nominees for Trustees and officers of
the Fund as a group beneficially owned less than 1% of the outstanding Common
Shares or Preferred Shares of the Fund on such date.
Audit Committee. The Board of Trustees has established an Audit Committee
composed solely of Trustees who are not "interested persons" (as defined in the
1940 Act) of the Fund, the Investment Adviser or the Investment Manager,
consisting of Messrs. Erichsen, Larson, Nyberg and Toupin. Each member of the
Audit Committee is "independent," as independence for audit committee members is
defined in the currently applicable listing standards of the New York Stock
Exchange, on which the Common Shares of the Fund are listed and traded. The
Audit Committee provides oversight with respect to the accounting and financial
reporting policies and procedures of the Fund and, among other things, considers
the selection of independent public accountants for the Fund and the scope of
the audit and approves services proposed to be performed by those accountants on
behalf of the Fund and, under certain circumstances, the Investment Adviser, the
Investment Manager and certain of their affiliates. The Trustees have adopted a
written charter for the Audit Committee, a copy of which is attached as Appendix
A hereto.
8
The Audit Committee of the Fund has submitted the following report:
The Audit Committee has reviewed and discussed with management of the Fund
the audited financial statements for the last fiscal year. The Audit Committee
has discussed with the Fund's independent accountants the matters required to be
discussed by Statements on Auditing Standards No. 61 ("SAS 61"). SAS 61 requires
independent accountants to communicate to the Audit Committee matters including,
if applicable: (1) methods used to account for significant unusual transactions;
(2) the effect of significant accounting policies in controversial or emerging
areas for which there is a lack of authoritative guidance or consensus; (3) the
process used by management in formulating particularly sensitive accounting
estimates and the basis for the accountant's conclusions regarding the
reasonableness of those estimates; and (4) disagreements with management over
the application of accounting principles and certain other matters. The Audit
Committee has received the written disclosures and the letter from the Fund's
independent accountants required by Independence Standards Board Standard No. 1
(requiring accountants to make written disclosures to and discuss with the Audit
Committee various matters relating to the accountants' independence), and has
discussed with such accountants the independence of such accountants. Based on
the foregoing review and discussions, the Audit Committee recommended to the
Trustees the inclusion of the audited financial statements for the last fiscal
year in the Fund's annual report to shareholders.
Ronald E. Toupin (Chairman)
Peter C. Erichsen
Michael Larson
Ronald A. Nyberg
Governance and Nominating Committee. The Board of Trustees has established
a Governance and Nominating Committee composed solely of Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Fund, the Investment
Adviser or the Investment Manager, consisting of Messrs. Erichsen, Larson,
Nyberg (Chairman) and Toupin. The Governance and Nominating Committee meets to
select nominees for election as Trustees of the Fund and consider other matters
of Board policy. The Trustees have adopted a written charter for the Governance
and Nominating Committee, a copy of which is included as Appendix B to this
Proxy Statement. The Fund does not currently maintain a website on which the
charter is made available.
The Governance and Nominating Committee requires that Trustee candidates
have a college degree or equivalent business experience, but has not otherwise
established specific, minimum qualifications that must be met by an individual
to be considered by the Committee for nomination as a Trustee. The Governance
and Nominating Committee may take into account a wide variety of factors in
considering
9
Trustee candidates, including, but not limited to: (i) availability and
commitment of a candidate to attend meetings and perform his or her
responsibilities to the Board of Trustees, (ii) relevant industry and related
experience, (iii) educational background, (iv) financial expertise, (v) an
assessment of the candidate's ability, judgment and expertise and (vi) overall
diversity of the Board's composition. The Governance and Nominating Committee
may consider candidates for Trustee recommended by the Fund's current Trustees,
officers, Investment Adviser, Investment Manager, shareholders or any other
source deemed to be appropriate by the Governance and Nominating Committee.
Candidates properly submitted by shareholders (as described below) will be
considered and evaluated on the same basis as candidates recommended by other
sources.
The policy of the Governance and Nominating Committee is to consider
nominees recommended by shareholders to serve as Trustee, provided that any such
recommendation is submitted in writing to the Fund, to the attention of the
Secretary, at the address of the principal executive offices of the Fund, not
less than one hundred and twenty calendar days nor more than one hundred and
thirty-five calendar days prior to the date of the meeting at which the nominee
would be elected and that such shareholder recommendation contains the
information about such nominee required by the Fund's procedures for
shareholders to submit nominee candidates, which are a part of the Governance
and Nominating Committee's Charter (see Appendix B to this Proxy Statement). The
Governance and Nominating Committee has full discretion to reject nominees
recommended by shareholders, and there is no assurance that any such person so
recommended and considered by the Governance and Nominating Committee will be
nominated for election to the Fund's Board of Trustees.
Meetings. During 2004, the Board of Trustees held five meetings, the Audit
Committee held four meetings and the Governance and Nominating Committee held
two meetings. Each Trustee attended each of the meetings of the Board of
Trustees and the Committees of the Board of Trustees on which he served. The
Fund's policies require the Trustees to attend the Fund's annual shareholder
meetings.
Shareholder Communications. The Board of Trustees provides a process for
shareholders to send communications to the Board of Trustees. Shareholders may
mail written communications to the attention of the Board of Trustees, care of
the Fund's Secretary, at the Investment Adviser, 2455 Corporate West Drive,
Lisle, Illinois 60532. The written communication must include the shareholder's
name, be signed by the shareholder, refer to the Fund, and include the class and
number of shares held by the shareholder as of a recent date.
Trustee Compensation. Trustees of the Fund who are affiliated persons of
the Fund, the Investment Adviser, or the Investment Manager receive no salary or
fees from the Fund. Effective February 2005, each other Trustee of the Fund
receives a fee of $15,000 annually for serving as a Trustee of the Fund, and a
fee of $1,000 and related expenses for each meeting of the Board of Trustees
attended. The Chairman of the
10
Board of Trustees receives an additional $2,000 per year for serving in that
capacity. The Audit Committee Chairman and the Governance and Nominating
Committee Chairman each receive an additional $1,500 annually for serving in
their respective capacities. Members of the Audit Committee and the Governance
and Nominating Committee receive $500 for each committee meeting attended.
It is estimated that the current Trustees will receive the amounts set
forth in the following table for their services as Trustees during the fiscal
year ending December 31, 2005. For the calendar year ended December 31, 2004,
the Trustees received the compensation set forth in the following table for
serving as Trustees of the Fund and as Trustees of other funds in the same "Fund
Complex."
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM THE FUND AND
COMPENSATION FROM ACCRUED AS PART OF BENEFITS UPON ITS FUND COMPLEX
NAME OF PERSON THE FUND(1) FUND'S EXPENSES RETIREMENT PAID TO TRUSTEES(2)
-------------- ----------------- ------------------- ---------------- -------------------
Peter C. Erichsen........ $18,000 $0 $0 $37,500
Michael Larson........... $ 7,000 $0 $0 $23,000
Ronald A. Nyberg......... $16,500 $0 $0 $82,250
Ronald E. Toupin......... $18,000 $0 $0 $85,250
Interested Trustees
Nicholas Dalmaso......... $0 $0 $0 $0
Randolph Kohn............ $0 $0 $0 $0
---------------
(1) Since the Fund has not completed a full fiscal year, compensation is
estimated based upon future payments expected to be made by the Fund during
the fiscal year ending December 31, 2005.
(2) Includes amounts actually received in 2004 from the Fund. As described
above, Messrs. Nyberg and Toupin serve as trustees to seven funds in the
Fund Complex.
During 2004, the Fund paid no remuneration to its officers, all of whom
were also officers or employees of the Investment Adviser, the Investment
Manager or their respective affiliates.
Required Vote. Election of each of Mr. Dalmaso and Mr. Larson to the Board
of Trustees of the Fund requires the affirmative vote of a plurality of the
Shares entitled to vote on the election of Trustees and present in person or
represented by proxy at the Annual Meeting. The Trustees unanimously recommend
that shareholders vote to elect Messrs. Dalmaso and Larson to the Board of
Trustees.
11
INFORMATION CONCERNING THE INVESTMENT ADVISER,
THE INVESTMENT MANAGER AND THE FUND'S OFFICERS
The Investment Adviser is a subsidiary of Claymore Group, LLC, a
privately-held financial services company. The address of Claymore Group, LLC
and the Investment Adviser is 2455 Corporate West Drive, Lisle, Illinois 60532.
The Investment Manager is a subsidiary of Legg Mason, Inc., a holding company
which, through its subsidiaries, is engaged in providing securities brokerage,
investment advisory, corporate and public finance, and mortgage banking services
to individuals, institutions, corporations and municipalities, and the provision
of other financial services. The address of Legg Mason, Inc. is 100 Light
Street, Baltimore, Maryland 21202. The Investment Manager's address is 385 East
Colorado Boulevard, Pasadena, California 91101. An affiliate of the Investment
Manager, Legg Mason Fund Adviser, Inc., 100 Light Street, Baltimore, Maryland
21202, serves as the Fund's administrator.
Information regarding the executive officers of the Fund and their
ownership of Shares of the Fund is set forth below. Unless otherwise noted, the
address of each officer is c/o the Fund at the address listed above.
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) OWNED ON
NAME AND AGE WITH FUND OF TIME SERVED(1) DURING THE PAST 5 YEARS MARCH 1, 2005
------------ ----------------- ------------------- ----------------------- --------------
Randolph L. Kohn Trustee and Served since See "Election of 1,000
Born in 1947 President January 2004 Trustees" on page 6
above.
Gregory B. McShea Vice President Served since General Counsel of 0
Born in 1965 January 2004 Western Asset
Management Company
(2003-present); Vice
President of Western
Asset/Claymore U.S.
Treasury Inflation
Protected Securities
Fund (2003-present).
Formerly: Associate
General Counsel and
Compliance
12
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) OWNED ON
NAME AND AGE WITH FUND OF TIME SERVED(1) DURING THE PAST 5 YEARS MARCH 1, 2005
------------ ----------------- ------------------- ----------------------- --------------
Director, Private
Client Group of Legg
Mason Wood Walker,
Incorporated, a
brokerage firm ("LMWW")
(1997-2003).
Marie K. Karpinski Treasurer and Served since Vice President of LMWW 0
Born in 1949 Principal January 2004 (1992- present); Vice
Financial and President and Treasurer
100 Light Street Accounting of all Legg Mason
Baltimore, MD 21202 Officer retail funds, open-end
investment companies
(1986-present); Vice
President and Treasurer
of Legg Mason Charles
Street Trust, Inc., an
open-end investment
company (1998-
present); Treasurer and
Principal Financial and
Accounting Officer of
Pacific American Income
Shares, Inc.
(closed-end investment
company) (2001-
present), Western Asset
Funds, Inc.
13
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) OWNED ON
NAME AND AGE WITH FUND OF TIME SERVED(1) DURING THE PAST 5 YEARS MARCH 1, 2005
------------ ----------------- ------------------- ----------------------- --------------
(1990-present), Western
Asset Premier Bond Fund
(2001-present), and
Western Asset/Claymore
U.S. Treasury Inflation
Protected Securities
Fund (2003-present).
Formerly: Assistant
Treasurer of Pacific
American Income Shares,
Inc. (1988-2001).
Steven M. Hill Assistant Served since May Managing Director of 0
Born in 1964 Treasurer 2004 Claymore Advisors, LLC
and Claymore
2455 Corporate Securities, Inc.
West Drive (2003-present); Chief
Lisle, IL 60532 Financial Officer and
Treasurer or Assistant
Treasurer of all
closed-end investment
companies in the
Claymore Advisors, LLC
fund complex
(2004-present).
Formerly, Treasurer of
Henderson Global Funds
and Operations Manager
for
14
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) OWNED ON
NAME AND AGE WITH FUND OF TIME SERVED(1) DURING THE PAST 5 YEARS MARCH 1, 2005
------------ ----------------- ------------------- ----------------------- --------------
Henderson Global
Investors (North
America) Inc.
(2002-2003); Managing
Director of FrontPoint
Partners LLC
(2001-2002); Vice
President of Nuveen
Investments (1999-
2001); Chief Financial
Officer of Skyline
Asset Management LP
(1999); Vice President
of Van Kampen
Investments and
Assistant Treasurer of
Van Kampen mutual funds
(1989-1999).
Erin K. Morris Assistant Served since Assistant Vice 0
Born in 1966 Treasurer January 2004 President of LMWW
(2002- present);
100 Light Street Assistant Treasurer of
Baltimore, MD 21202 Legg Mason Income
Trust, Inc., Legg Mason
Cash Reserve Trust,
Legg Mason Tax Exempt
Trust, Inc. (open-end
investment
15
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) OWNED ON
NAME AND AGE WITH FUND OF TIME SERVED(1) DURING THE PAST 5 YEARS MARCH 1, 2005
------------ ----------------- ------------------- ----------------------- --------------
companies), Legg Mason
Tax-Free Income Fund,
Pacific American Income
Shares, Inc., Western
Asset Funds, Inc.,
Western Asset Premier
Bond Fund
(2001-present), and
Western Asset/Claymore
U.S. Treasury Inflation
Protected Securities
Fund (2003-present);
Manager, Fund
Accounting, LMWW (2000-
present). Formerly:
Assistant Manager, Fund
Accounting of LMWW
(1993-2000).
Amy M. Olmert Chief Compliance Served since Senior Vice President 0
Born in 1963 Officer September 2004 of Legg Mason, Inc.
(2004- present); Vice
100 Light Street President and Chief
Baltimore, MD 21202 Compliance Officer of
all Legg Mason retail
open-end investment
companies (2004-
present); Vice
President and Chief
16
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) OWNED ON
NAME AND AGE WITH FUND OF TIME SERVED(1) DURING THE PAST 5 YEARS MARCH 1, 2005
------------ ----------------- ------------------- ----------------------- --------------
Compliance Officer of
Legg Mason Charles
Street Trust, Inc., an
open-end investment
company (2004-
present); Chief
Compliance Officer of
Western Asset Funds,
Inc., Western Asset
Premier Bond Fund,
Pacific American Income
Shares, Inc. and
Western Asset/Claymore
U.S. Treasury Inflation
Protected Securities
Fund (2004-present).
Formerly, Director
(2000-2003) and
Managing Director
(2003-2004) of Deutsche
Asset Management.
Heidemarie Gregoriev Secretary Served since May Vice President and 0
Born in 1971 2004 Assistant General
Counsel of Claymore
2455 Corporate Advisors, LLC and
West Drive Claymore Securities,
Lisle, IL 60532 Inc. (2004-present);
Secretary of all
17
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) OWNED ON
NAME AND AGE WITH FUND OF TIME SERVED(1) DURING THE PAST 5 YEARS MARCH 1, 2005
------------ ----------------- ------------------- ----------------------- --------------
closed-end investment
companies in the
Claymore Advisors, LLC
fund complex
(2004-present).
Previously, Legal
Counsel of Henderson
Global Investors (North
America) Inc. and
Assistant Secretary
(2001-2004) and Chief
Legal Officer
(2003-2004) of
Henderson Global Funds;
Attorney at Gardner,
Carton & Douglas (1997-
2001).
Richard C. Sarhaddi Assistant Served since May Assistant Vice 0
Born in 1974 Secretary 2004 President and Attorney
of Claymore Advisors,
2455 Corporate LLC and Claymore
West Drive Securities, Inc., and
Lisle, IL 60532 Assistant Secretary of
all closed-end
investment companies in
the Claymore Advisors,
LLC fund complex
(2004-present).
Formerly, Editor at CCH
Incorporated
(2003-2004).
18
---------------
(1) Each officer holds office until his or her respective successor is chosen
and qualified, or in each case until he or she sooner dies, resigns, is
removed with or without cause or becomes disqualified.
SHAREHOLDER PROPOSALS FOR 2006 ANNUAL MEETING
Proposals that shareholders wish to present to the 2006 Annual Meeting and
to have included in the Fund's proxy materials relating to such meeting must be
delivered to the Secretary of the Fund not less than 120 days prior to April 4,
2006.
Shareholders who wish to make a proposal at the 2006 Annual
Meeting -- other than one that will be included in the Fund's proxy
materials -- should notify the Fund not less than 45 days prior to April 4,
2006.
Shareholders who wish to propose one or more nominees for election as
Trustees, or to make another proposal, at the 2006 annual meeting must provide
written notice to the Fund (including all required information) so that such
notice is received in good order by the Fund no earlier than 60 days prior to
April 4, 2006 and no later than 45 days prior to April 4, 2006.
The proper submission of a shareholder proposal does not guarantee that it
will be included in the Fund's proxy materials or presented at a shareholder
meeting. Shareholder proposals are subject to the requirements of applicable law
and the Fund's Declaration of Trust and Bylaws.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), require the Fund's officers and
Trustees, the Investment Adviser, the Investment Manager, certain affiliates of
the Investment Adviser and Investment Manager, and persons who beneficially own
more than ten percent of a registered class of the Fund's equity securities,
among others, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange.
These persons are required by SEC regulation to furnish the Fund with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Fund believes that,
during 2004, all such filing requirements were met, with the exception that, due
to an administrative oversight, Mr. Erichsen and James Hirschmann, an officer of
the Investment Adviser, each made one late filing on Form 4 with respect to
previously unreported purchases of Common Shares.
19
ANNUAL REPORT TO SHAREHOLDERS
The Fund's Annual Report to Shareholders for the fiscal year ended December
31, 2004 contains financial and other information pertaining to the Fund. The
Fund will furnish without charge to each person whose proxy is being solicited,
upon request of such person, a copy of the Annual Report to Shareholders.
Requests for copies of the Annual Report to Shareholders should be directed to
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2, c/o
Claymore Advisors, LLC, 2455 Corporate West Drive, Lisle, Illinois 60532 or you
may call 866-233-4001.
INDEPENDENT ACCOUNTANTS
The Audit Committee of the Board of Trustees has selected
PricewaterhouseCoopers LLP as the independent public accountants of the Fund for
the fiscal year ending December 31, 2005, and the Board of Trustees, including a
majority of the Trustees who are not "interested persons" (as defined in the
1940 Act) of the Fund, has unanimously ratified such selection.
PricewaterhouseCoopers LLP's service is subject to termination by a majority of
the outstanding Shares of the Fund. Representatives of PricewaterhouseCoopers
LLP are not currently expected to attend the Annual Meeting.
The following table presents fees billed in the Fund's initial fiscal year
(February 27, 2004 to December 31, 2004) for services rendered to the Fund by
PricewaterhouseCoopers LLP:
FISCAL YEAR ENDED AUDIT FEES AUDIT-RELATED FEES TAX FEES ALL OTHER FEES
----------------- ---------- ------------------ -------- --------------
December 31, $72,300 $16,400 $900 $0
2004............
"Audit Fees" represents fees billed for the Fund's initial fiscal year for
professional services rendered for the audit of the Fund's seed financial
statements and annual financial statements for that fiscal year and services
that are normally provided by the accountant in connection with statutory or
regulatory filings or engagements for that fiscal year.
"Audit Related Fees" represents fees billed for the Fund's initial fiscal
year for assurance and related services reasonably related to the performance of
the audit of the Fund's annual financial statements for that year, including a
review of rating agency compliance testing for the Fund's Preferred Shares.
"Tax Fees" represents fees billed for the Fund's initial fiscal year for
professional services related to tax compliance, tax advice and tax planning,
including preparation of federal and state income tax returns and preparation of
excise tax returns.
"All Other Fees" represents fees, if any, billed for other products and
services rendered by PricewaterhouseCoopers LLP to the Fund for the Fund's
initial fiscal year.
20
For the Fund's initial fiscal year ended December 31, 2004,
PricewaterhouseCoopers LLP did not bill any non-audit fees to the Fund, the
Investment Adviser or any entity controlling, controlled by or under common
control with the Investment Adviser that provides ongoing services to the Fund.
Pre-Approval Policies of the Audit Committee. The Audit Committee has
determined that all work performed for the Fund by PricewaterhouseCoopers LLP
will be pre-approved by the full Audit Committee and, therefore, has not adopted
pre-approval procedures. Since the Fund's inception in October 2003, all audit
and non-audit services performed by PricewaterhouseCoopers LLP for the Fund, and
all non-audit services performed by PricewaterhouseCoopers LLP for the
Investment Adviser, the Investment Manager and any entity controlling,
controlled by or under common control with the Investment Adviser or the
Investment Manager that provides ongoing services to the Fund (a "Service
Affiliate"), to the extent that such services related directly to the operations
and financial reporting of the Fund, have been pre-approved by the Audit
Committee. No "Audit-Related Fees," "Tax-Fees" and "Other Fees" set forth in the
table above were waived pursuant to 17 CFR 210.2-01(c)(7)(i)(c).
PricewaterhouseCoopers LLP did not bill any fees for non-audit services
that required pre-approval by the Audit Committee pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X during the Fund's initial fiscal year.
The Audit Committee has considered whether the provision of the non-audit
services rendered by PricewaterhouseCoopers LLP since the Fund's inception to
the Investment Adviser and any Service Affiliate that were not required to be
pre-approved by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the independence of
PricewaterhouseCoopers LLP.
ADJOURNMENT
In the absence of a quorum at the Annual Meeting, or (even if a quorum is
present) if sufficient votes in favor of a proposal set forth in the Notice of
Annual Meeting are not received by the time scheduled for the Annual Meeting,
the persons named as proxies may propose one or more adjournments of the Annual
Meeting after the date set for the original Annual Meeting, with no other notice
than announcement at the Annual Meeting, to permit further solicitation of
proxies with respect to such proposal. In addition, if, in the judgment of the
persons named as proxies, it is advisable to defer action on a proposal, the
persons named as proxies may propose one or more adjournments of the Annual
Meeting with respect to such proposal for a reasonable time. Any adjournments
with respect to a proposal will require the affirmative vote of a plurality of
the Shares of the Fund entitled to vote thereon present in person or represented
by proxy at the session of the Annual Meeting to be adjourned. The persons named
as proxies will vote in favor
21
of such adjournment those proxies which they are entitled to vote in favor of
the proposal in question. They will vote against any such adjournment those
proxies required to be voted against such proposal. The costs of any additional
solicitation and of any adjourned session will be borne by the Fund. Any
proposals for which sufficient favorable votes have been received by the time of
the Annual Meeting may be acted upon and, if so, such action will be final
regardless of whether the Annual Meeting is adjourned to permit additional
solicitation with respect to any other proposal.
OTHER BUSINESS
The Fund is not aware of any other matters to be presented for action at
the Annual Meeting. However, if any such other matters are properly presented,
it is the intention of the persons designated in the enclosed proxy to vote in
accordance with their best judgment.
By Order of the Board of Trustees
Heidemarie Gregoriev, Secretary
March 31, 2005
22
APPENDIX A
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
AUDIT COMMITTEE CHARTER
AS OF JANUARY 20, 2004
The Board of Trustees (the "Board") of Western Asset/Claymore U.S. Treasury
Inflation Protected Securities Fund and Western Asset/Claymore U.S. Treasury
Inflation Protected Securities Fund 2 (each a "Fund" and, collectively, the
"Funds") has adopted this Charter to govern the activities of the Audit
Committee of the Board with respect to its oversight of each Fund. This Charter
applies separately to each Fund and its Board and Audit Committee, and shall be
interpreted accordingly.
The Audit Committee of the Board shall be comprised entirely of
"independent" Trustees, as such term is interpreted for purposes of Section
10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the listing
standards of the New York Stock Exchange (the "Exchange"). The Audit Committee
shall have at least three members, who shall collectively satisfy the
independence and expertise requirements of the Exchange.
The purposes of the Audit Committee shall be:
(a) to assist with the Board's oversight of the integrity of the
Fund's financial statements, the Fund's compliance with legal and
regulatory requirements, the qualifications and independence of the Fund's
independent auditors, and the performance of the Fund's internal control
systems and independent auditors;
(b) to oversee generally the Fund's accounting and financial reporting
policies and practices, the Fund's internal controls and, as appropriate,
the internal controls of certain service providers;
(c) to oversee generally the quality and objectivity of the Fund's
financial statements and the independent audit thereof;
(d) to act as a liaison between the Fund's independent auditors and
the full Board; and
(e) to prepare the report required by applicable rules of the
Securities and Exchange Commission to be included in the annual proxy
statement of the Fund.
A-1
To carry out its purposes and responsibilities, the Audit Committee shall
have the duty and power to:
(a) be directly responsible for the appointment, termination,
compensation, and oversight of the work of the independent auditors engaged
by the Fund for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Fund, including
resolution of disagreements between management and the independent auditors
regarding financial reporting. The independent auditors shall report
directly to the Audit Committee, and the Audit Committee shall have
ultimate authority for all audit engagement fees and terms. The Board and
the Fund's shareholders shall have such rights to approve, ratify and
replace the Fund's independent auditors as are provided by applicable law.
(b) consider the independence of the Fund's independent auditors, and
in connection therewith to obtain at least annually formal written reports
from the auditors regarding the auditors' independence, including a
delineation of all relationships between the auditors and the Fund, discuss
with the auditors any disclosed relationships or services that may impact
the objectivity and independence of the auditors, and if so determined by
the Audit Committee, recommend that the Board take appropriate action to
satisfy itself of the independence of the auditors.
(c) meet with the Fund's independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of the
annual audit and any special audits; (ii) to discuss any matters of concern
relating to the Fund's financial statements, including any adjustments to
such statements recommended by the independent auditors, or other results
of said audit; (iii) to consider the independent auditors' comments with
respect to the Fund's financial policies, procedures and internal
accounting controls and the responses of Claymore Advisors, LLC and Western
Asset Management Company (each a "Manager"), as applicable, thereto; and
(iv) to review the form of opinion the auditors propose to render to the
Board and the Fund's shareholders.
(d) discuss with management and the independent auditors the Fund's
annual financial statements, including any narrative discussion by
management concerning the Fund's financial condition and investment
performance.
(e) discuss with management the Fund's semi-annual financial
statements, including, any narrative discussion by management concerning
the Fund's financial condition and investment performance.
(f) review major issues regarding accounting principles and financial
statement presentations, including, to the extent applicable: (A) any
significant changes in management's selection or application of accounting
principles for the Fund, and major issues as to the adequacy of the Fund's
internal controls and any special audit steps adopted in light of material
control deficiencies;
A-2
(B) analyses prepared by management and/or the independent auditors setting
forth significant reporting issues and judgments made in connection with
the preparation of the Fund's financial statements, including analyses of
the effects of alternative GAAP methods on the financial statements; and
(C) the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the Fund's financial statements.
(g) consider the effect upon the Fund of any changes in accounting
principles or practices proposed by the Managers or the auditors.
(h) pre-approve, to the extent contemplated by applicable regulations,
audit and non-audit services rendered to the Fund by the auditors and
non-audit services rendered to the Managers and certain of their affiliates
by the auditors, and review the fees charged by the auditors for such
services; provided, however, that the Audit Committee may implement
policies and procedures pursuant to which services are pre-approved other
than by the full Audit Committee, subject to the requirement that the full
Audit Committee be notified in a timely manner of each such service.
(i) establish procedures for (A) the receipt, retention, and treatment
of complaints received by the Fund regarding accounting, internal
accounting controls, or auditing matters, and (B) the confidential,
anonymous submission by employees of the Fund, the Fund's investment
adviser(s), administrator, principal underwriter (if any) or any other
provider of accounting-related services for the Fund of concerns regarding
questionable accounting or auditing matters.
(j) if and to the extent that the Fund intends to have employees, set
clear policies for the hiring by the Fund of employees or former employees
of the Fund's independent auditors.
(k) obtain and review at least annually a report from the independent
auditors describing (i) the independent auditors' internal quality-control
procedures and (ii) any material issues raised by the independent auditors'
most recent internal quality-control review or peer review or by any
governmental or other professional inquiry or investigation performed
within the preceding five years respecting one or more independent audits
carried out by the independent auditors, and any steps taken to address any
such issues.
(l) review with the independent auditors any audit problems or
difficulties encountered in the course of their audit work and management's
responses thereto.
(m) discuss with management any press releases discussing the Fund's
investment performance and other financial information about the Fund, as
well as any financial information and earnings guidance provided by
management to analysts or rating agencies. The Audit Committee may
discharge this responsibility by discussing the general types of
information to be disclosed by the Fund
A-3
and the form of presentation (i.e., a case-by-case review is not required)
and need not discuss in advance each such release of information.
(n) discuss with management its guidelines and policies with respect
to risk assessment and risk management.
(o) review such other matters or information that it believes may be
relevant to the auditors, the audit engagement or the Fund's financial
policies and procedures or internal accounting controls.
(p) report its activities to the full Board on a regular basis.
The Audit Committee shall also have the power to make such recommendations
with respect to the above and other matters as it may deem necessary or
appropriate.
The Audit Committee shall meet on a regular basis and be empowered to hold
special meetings, as circumstances require. Any action of the Audit Committee
may be taken without a meeting if at least a majority of the members of the
Audit Committee consent thereto in writing.
At least annually, the Audit Committee shall meet separately with the
independent auditors and separately with the representatives of Fund management
responsible for the financial and accounting operations of the Fund. The Audit
Committee shall regularly meet with the Treasurer of the Fund and may seek to
meet with internal auditors, if any, for the Manager as circumstances warrant.
The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants. The Fund shall provide the necessary
funding, as determined by the Audit Committee, to compensate the Fund's
independent auditors and any advisers employed by the Audit Committee, as well
as for the payment of ordinary administrative expenses of the Audit Committee
that are necessary or appropriate in carrying out its duties. The Audit
Committee may request any officer or employee of the Fund or of any of the
Fund's service providers or the Fund's outside counsel or independent auditors
to attend a meeting of the Audit Committee or to meet with any member of, or
consultants to, the Audit Committee.
Nothing in this Charter shall be construed to reduce the responsibilities
or liabilities of the Manager(s) or the Fund's independent auditors. The
function of the Audit Committee shall be oversight; it shall be the
responsibility of the Manager(s) to maintain appropriate systems for accounting
and internal control; the independent auditors' responsibility to plan and carry
out a proper audit and report thereon to the Board and shareholders, as required
by law; and management's and the independent auditors' responsibility to
determine that the Fund's financial statements are accurate and complete and in
accordance with generally accepted accounting principles. Members of the Audit
Committee are not employees of the Funds and, in serving on this Audit
Committee, are not, and do not hold themselves out to
A-4
be, acting as auditors. As such, it is not the duty or responsibility of the
Audit Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures. Each member of the Audit Committee
shall be entitled to rely on (i) the integrity of those persons and
organizations within management and outside the Fund from which the Audit
Committee receives information and (ii) the accuracy of financial and other
information provided to the Audit Committee by such persons or organizations
absent actual knowledge to the contrary.
The performance of the Audit Committee shall be reviewed at least annually
by the Board.
A-5
APPENDIX B
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
AS OF JANUARY 20, 2004
PURPOSES AND ORGANIZATION
The purpose of the Governance and Nominating Committee of the Board of
Trustees (the "Board") of Western Asset/Claymore U.S. Treasury Inflation
Protected Securities Fund and Western Asset/ Claymore U.S. Treasury Inflation
Protected Securities Fund 2 (each a "Fund") is to review matters pertaining to
the composition, committees, and operations of the Board. Members of the
Committee may not be "interested persons" of a Fund, as such term is defined in
the Investment Company Act of 1940, as amended ("Interested Persons").* The
Committee shall have the following duties and powers:
(1) To evaluate and recommend all candidates for election or
appointment as members of the Board and recommend the appointment of
members and chairs of each Board Committee.
(2) To review policy matters affecting the operation of the Board and
Board committees and make such recommendations to the Board as deemed
appropriate by the Committee.
(3) To evaluate periodically the effectiveness of the Board and Board
Committees and make such recommendations to the Board as deemed appropriate
by the Committee.
The Committee shall have the resources and authority appropriate to
discharge its responsibilities.
The Committee shall meet on a regular basis and be empowered to hold
special meetings, as circumstances require. Any action of the Committee shall be
taken by the affirmative vote of a majority of the members. Any action of the
Committee may be taken without a meeting if at least a majority of the members
of the Committee consent thereto in writing.
---------------
* As contemplated by certain rules under the Investment Company Act of 1940, as
amended, the selection and nomination of candidates for election as members of
the Board who are not Interested Persons shall be made by the incumbent
members of the Board who are not Interested Persons.
B-1
QUALIFICATIONS FOR TRUSTEE NOMINEES
The Committee requires that Trustee candidates have a college degree or
equivalent business experience. The Committee may take into account a wide
variety of factors in considering Trustee candidates, including (but not limited
to): (i) availability and commitment of a candidate to attend meetings and
perform his or her responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background, (iv) financial expertise, (v)
an assessment of the candidate's ability, judgment and expertise and (v) overall
diversity of the Board's composition.
IDENTIFICATION OF NOMINEES
In identifying potential nominees for the Board, the Committee may consider
candidates recommended by one or more of the following sources: (i) a Fund's
current Trustees, (ii) a Fund's officers, (iii) a Fund's investment adviser(s),
(iv) a Fund's shareholders (see below) and (v) any other source the Committee
deems to be appropriate. The Committee may, but is not required to, retain a
third party search firm at the expense of the Funds to identify potential
candidates.
CONSIDERATION OF CANDIDATES RECOMMENDED BY SHAREHOLDERS
The Committee will consider and evaluate nominee candidates properly
submitted by shareholders on the same basis as it considers and evaluates
candidates recommended by other sources. Appendix A to this Charter, as it may
be amended from time to time by the Committee, sets forth procedures that must
be followed by shareholders to properly submit a nominee candidate to the
Committee (recommendations not properly submitted in accordance with Appendix A
will not be considered by the Committee).
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
(AS OF JANUARY 20, 2004)
A Fund shareholder must follow the following procedures in order to
properly submit a nominee recommendation for the Committee's consideration.
1. The shareholder must submit any such recommendation (a "Shareholder
Recommendation") in writing to the Fund, to the attention of the Secretary,
at the address of the principal executive offices of the Fund.
2. The Shareholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Fund not less than one
hundred and twenty (120) calendar days nor
B-2
more than one hundred and thirty-five (135) calendar days prior to the date
of the Board or shareholder meeting at which the nominee would be elected.
3. The Shareholder Recommendation must include: (i) a statement in
writing setting forth (A) the name, age, date of birth, business address,
residence address and nationality of the person recommended by the
shareholder (the "candidate"); (B) the class or series and number of all
shares of the Fund owned of record or beneficially by the candidate, as
reported to such shareholder by the candidate; (C) any other information
regarding the candidate called for with respect to director nominees by
paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph
(b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation or
rule subsequently adopted by the Securities and Exchange Commission or any
successor agency applicable to the Fund); (D) any other information
regarding the candidate that would be required to be disclosed if the
candidate were a nominee in a proxy statement or other filing required to
be made in connection with solicitation of proxies for election of Trustees
or directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; and (E) whether the recommending
shareholder believes that the candidate is or will be an "interested
person" of the Fund (as defined in the Investment Company Act of 1940, as
amended) and, if not an "interested person," information regarding the
candidate that will be sufficient for the Fund to make such determination;
(ii) the written and signed consent of the candidate to be named as a
nominee and to serve as a Trustee if elected; (iii) the recommending
shareholder's name as it appears on the Fund's books; (iv) the class or
series and number of all shares of the Fund owned beneficially and of
record by the recommending shareholder; and (v) a description of all
arrangements or understandings between the recommending shareholder and the
candidate and any other person or persons (including their names) pursuant
to which the recommendation is being made by the recommending shareholder.
In addition, the Committee may require the candidate to furnish such other
information as it may reasonably require or deem necessary to determine the
eligibility of such candidate to serve on the Board.
B-3
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
Dear Shareholder,
Please take note of the important information enclosed with this Proxy Ballot.
There is an issue related to the management and operation of your Fund that
requires your immediate attention and approval. This is discussed in detail in
the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope. Your vote must be received prior to the Annual Meeting of
Shareholders, May 9, 2005.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2
DETACH HERE
--------------------------------------------------------------------------------
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
COMMON SHARES
ANNUAL MEETING OF SHAREHOLDERS - MAY 9, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED
SECURITIES FUND 2
The undersigned, revoking all prior proxies, hereby appoints Randolph L. Kohn,
Gregory B. McShea, Heidemarie Gregoriev and Richard C. Sarhaddi and each of
them, attorneys and proxies of the undersigned, each with full power of
substitution, to attend the Annual Meeting of the Shareholders of Western
Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2, a
Massachusetts business trust (the "Fund"), to be held at 2455 Corporate West
Drive, Lisle, Illinois, on May 9, 2005, at 11:30 a.m., Central time, and at any
adjournments thereof, and thereat to vote as indicated all common shares of
beneficial interest of the Fund which the undersigned would be entitled to vote
if personally present with respect to the matters listed on the reverse, which
are more fully described in the Notice of Meeting and Proxy Statement of the
Fund, receipt of which is acknowledged by the undersigned.
PLEASE VOTE, DATE, SIGN ON REVERSE AND RETURN PROMPTLY
USING THE ENCLOSED ENVELOPE.
Please sign this Proxy exactly as your name(s) appear(s) on the reverse side.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES
FUND 2
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE
[X] Please mark
vote as in
this example
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES
FUND 2
1. Election of Class I Trustees.
(01) NICHOLAS DALMASO
(02) MICHAEL LARSON
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] For both nominees except as noted above
With discretionary power upon such other matters as may properly come before the
meeting or any adjournment thereof.
Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS CLASS I TRUSTEES OF THE NOMINEES OF THE BOARD
OF TRUSTEES.
Please be sure to sign and date this Proxy.
Signature: Date:
--------------------------------- -----------
Signature: Date:
--------------------------------- -----------
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
Dear Shareholder,
Please take note of the important information enclosed with this Proxy Ballot.
There is an issue related to the management and operation of your Fund that
requires your immediate attention and approval. This is discussed in detail in
the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope. Your vote must be received prior to the Annual Meeting of
Shareholders, May 9, 2005.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2
DETACH HERE
WESTERN ASSET /CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
PREFERRED SHARES
ANNUAL MEETING OF SHAREHOLDERS - MAY 9, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED
SECURITIES FUND 2
The undersigned, revoking all prior proxies, hereby appoints Randolph L. Kohn,
Gregory B. McShea, Heidemarie Gregoriev and Richard C. Sarhaddi, and each of
them, attorneys and proxies of the undersigned, each with full power of
substitution, to attend the Annual Meeting of the Shareholders of Western
Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2, a
Massachusetts business trust (the "Fund"), to be held at 2455 Corporate West
Drive, Lisle, Illinois, on May 9, 2005, at 11:30 a.m., Central time, and at any
adjournments thereof, and thereat to vote as indicated all preferred shares of
beneficial interest of the Fund which the undersigned would be entitled to vote
if personally present with respect to the matters listed on the reverse, which
are more fully described in the Notice of Meeting and Proxy Statement of the
Fund, receipt of which is acknowledged by the undersigned.
PLEASE VOTE, DATE, SIGN ON REVERSE AND RETURN PROMPTLY
USING THE ENCLOSED ENVELOPE.
Please sign this Proxy exactly as your name(s) appear(s) on the reverse side.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES
FUND 2
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE
[X] Please mark
vote as in
this example
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES
FUND 2
1. Election of Class I Trustees.
(01) NICHOLAS DALMASO
(02) MICHAEL LARSON
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] For both nominees except as noted above
With discretionary power upon such other matters as may properly come before the
meeting or any adjournment thereof.
Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS CLASS I TRUSTEES OF THE NOMINEES OF THE BOARD
OF TRUSTEES.
Please be sure to sign and date this Proxy.
Signature: Date:
--------------------------------- -----------
Signature: Date:
--------------------------------- -----------