SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] 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
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
WESTERN ASSET/CLAYMORE U.S. TREASURY
INFLATION PROTECTED SECURITIES FUND 2
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 2006
------------------------
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 15, 2006 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 17, 2006 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
Melissa J. Nguyen, Secretary
Pasadena, California
March 31, 2006
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 annual meeting of shareholders of the Fund, to be held on May 15,
2006 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 Peter C. Erichsen and Ronald A. Nyberg 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 3, 2006.
The Board of Trustees has fixed the close of business on March 17, 2006 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.
Shareholders of the Fund as of the close of business on March 17, 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 at the Annual Meeting on the election
of Peter C. Erichsen. Pursuant to the Investment Company Act of 1940, as amended
(the "1940 Act"), Preferred Shareholders, voting as a single class, will have
the right to elect two Trustees of the Fund. These Trustees are currently Ronald
E. Toupin, Jr. (whose term of office will expire at the 2007 annual meeting) and
Ronald A. Nyberg, who will stand for re-election at the Annual Meeting. The
Preferred Shareholders, voting as a single class, have the right to vote on the
election of Mr. Nyberg. Pursuant to the 1940 Act, the Common Shareholders do not
have the right to vote with respect to the election of Mr. Nyberg. 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 Declaration of Trust (the
1
"Declaration of Trust") and Bylaws and applicable law). The table below
summarizes the right of the Common Shareholders and Preferred Shareholders to
vote with respect to the matters to come before the Annual Meeting.
PROPOSAL COMMON SHAREHOLDERS PREFERRED SHAREHOLDERS
-------- ------------------- ----------------------
Election of Peter C. Erichsen X X
Election of Ronald A. Nyberg X
Thirty percent (30%) of the total Shares of the Fund entitled to vote at
the Annual Meeting must be represented in person or by proxy to constitute a
quorum with respect to the election of Mr. Erichsen. Thirty percent (30%) of the
Preferred Shares of the Fund entitled to vote at the Annual Meeting must be
represented in person or by proxy to constitute a quorum with respect to the
election of Mr. Nyberg. 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.
Election of Mr. Erichsen 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 Mr. Erichsen and present in person or represented by proxy at the Annual
Meeting. Election of Mr. Nyberg to the Board of Trustees of the Fund requires
the affirmative vote of a plurality of the Preferred Shares (voting as a
separate class) entitled to vote on the election of Mr. Nyberg and present in
person or represented by proxy at the Annual Meeting.
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, 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. However, the exact cost will depend on the amount and types of services
rendered. 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
2
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, Nicholas Dalmaso and Melissa J.
Nguyen, 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 and McShea and Ms. Nguyen are each officers of the Fund, and
Messrs. Kohn and Dalmaso are Trustees 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 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
ELECTION OF CLASS II 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 term will expire at the Fund's
2008 annual meeting of shareholders; Class II, whose initial term will expire at
the Annual Meeting; and Class III, whose initial term will expire at the Fund's
2007 annual meeting of shareholders. At each 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*
------- ----------- ------------------------------
Peter C. Erichsen............................... Class II 2009 Annual Meeting
Ronald A. Nyberg................................ Class II 2009 Annual Meeting
3
---------------
* 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. Erichsen and Nyberg. 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.
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. Erichsen and
Nyberg 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 YEAR BORN HELD WITH FUND TIME SERVED THE PAST 5 YEARS OR NOMINEE OR NOMINEE* 2006
------------------ -------------- -------------- ---------------------------- ---------- --------------- ------------
Peter Erichsen Nominee, Term expires Vice President, General 2 None 250
1956 Trustee and at the Annual Counsel and Secretary of the
Chairman of Meeting; J. Paul Getty Trust
the Trustees served since (2001-present); Governor of
(1)(2) January 2004 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).
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 YEAR BORN HELD WITH FUND TIME SERVED THE PAST 5 YEARS OR NOMINEE OR NOMINEE* 2006
------------------ -------------- -------------- ---------------------------- ---------- --------------- ------------
Michael Larson Trustee(1)(2) Term expires Chief Investment Officer for 2 Pan American 4,000**
1959 in 2008; William H. Gates III (1994- Silver Corp.
served since present). (silver mining,
September 2004 development and
exploration
company)
(1999-present)
Ronald A. Nyberg 1953 Nominee and Term expires Principal of Ronald A. 10 MBIA 565***
Trustee(1)(2) at the Annual Nyberg, Ltd., a law firm Capital/Claymore
Meeting; specializing in corporate Managed
served since law, estate planning and Duration
January 2004 business transactions (2000- Investment
present); Executive Vice Grade Municipal
President, General Counsel Fund
and Corporate Secretary of (2003-present)
Van Kampen Investments, an and Advent
investment advisory firm Claymore
(1982-1999). Convertible
Securities and
Income Fund
(2003-present).
Ronald E. Toupin, Jr. Trustee(1)(2) Term expires Formerly: Vice President, 9 MBIA None
1958 in 2007; Manager and Portfolio Capital/Claymore
served since Manager of Nuveen Asset Managed
January 2004 Management, an investment Duration
advisory firm (1998-1999); Investment
Vice President and Portfolio Grade Municipal
Manager of Nuveen Investment Fund
Advisory Corporation, an (2003-present).
investment advisory firm
(1992-1999); Vice President
and Manager of Nuveen Unit
Investment Trusts
(1991-1998); Assistant Vice
President and Portfolio
Manager of Nuveen Unit
Trusts (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 YEAR BORN HELD WITH FUND TIME SERVED THE PAST 5 YEARS OR NOMINEE OR NOMINEE* 2006
------------------ -------------- -------------- ---------------------------- ---------- --------------- ------------
Interested Trustees
Nicholas Dalmaso Trustee Term expires Senior Managing Director and 10 MBIA None
1965(3) in 2008; General Counsel of Claymore Capital/Claymore
served since Securities, Inc. Managed
January 2004 (2000-present) and Claymore Duration
Advisors, LLC Investment
(2003-present); Director of Grade Municipal
Claymore Investments, Inc. Fund
(2004-present) Chief (2003-present)
Executive Officer, Chief and Advent
Legal Officer and Chief Claymore
Compliance Officer to funds Convertible
in Claymore Advisors, LLC Securities and
fund complex (2004- Income Fund
present). Formerly: (2003-present).
Assistant General Counsel of
John Nuveen & Company, Inc.
(1999-2001).
Randolph L. Kohn Trustee and Term expires President of Western 2 None 6,000
1947(4) President in 2007; Asset/Claymore U.S. Treasury
served since Inflation Protected
January 2004 Securities Fund
(2003-present); Director,
Global Client Services and
Marketing of Western Asset
Management Company (1984-
present); Director
(1996-2001) and Chairman
(2000-2001) of Arroyo Seco,
Inc.
---------------
(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, his position with the Fund's
subadviser, Western Asset Management Company (the "Investment Manager"), and
his ownership of shares of common stock of Legg Mason, Inc., the parent
company of the Investment Manager.
6
* 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, Fiduciary/Claymore
Dynamic Equity Fund, and Old Mutual/Claymore Long-Short Fund, each of which
is a closed-end management investment company, and Claymore Trust, an
open-end management investment company. Additionally, Messrs. Nyberg and
Dalmaso serve as Trustees for Advent/ Claymore Enhanced Growth & Income
Fund, a closed-end investment company. Each of these funds is considered
part of the same Fund Complex as the Fund because the Investment Adviser
serves as investment adviser to those funds.
** As discussed below under "Share Ownership", Mr. Larson disclaims beneficial
ownership of the Common Shares of the Fund beneficially owned by Cascade
Investment, L.L.C. and William H. Gates III.
*** Mr. Nyberg shares voting and investment power with respect to these shares.
The following table states the dollar range of equity securities
beneficially owned as of March 1, 2006 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 TRUSTEE OR NOMINEE SECURITIES IN THE FUND COMPANIES
-------------------------- ---------------------- ------------------------
Peter C. Erichsen.................................. $1 - $10,000 $1 - $10,000
Michael Larson..................................... $10,001 - $50,000 $50,001 - $100,000
Ronald A. Nyberg................................... $1 - $10,000 $10,001 - $50,000
Ronald E. Toupin................................... None None
Interested Trustees
Nicholas Dalmaso................................... None None
Randolph L. Kohn................................... $50,001 - $100,000 $50,001 - $100,000
7
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 the independent registered public accounting firm for the Fund
and the scope of the audit and approves services proposed to be performed by the
independent registered public accounting firm 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 was attached as Appendix A to the Fund's proxy
statement dated March 31, 2005.
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 registered public accounting firm the
matters required to be discussed by Statements on Auditing Standards No. 61
("SAS 61"). SAS 61 requires the independent registered public accounting firm 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 independent registered public accounting firm'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 registered public accounting firm required by
Independence Standards Board Standard No. 1 (requiring the independent
registered public accounting firm to make written disclosures to and discuss
with the Audit Committee various matters relating to the independent registered
public accounting firm's independence), and has discussed with such independent
registered public accounting firm the indepen-
8
dence of such independent registered public accounting firm. 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 was included as Appendix B to the
Fund's proxy statement dated March 31, 2005. 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 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 recommenda-
9
tion 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. 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 2005, the Board of Trustees held six meetings, the Audit
Committee held five meetings and the Governance and Nominating Committee held
two meetings. Each Trustee attended at least 75% of the aggregate of the total
number of 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. Each Trustee except Mr. Kohn attended
the Fund's annual shareholder meeting in May 2005.
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. 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
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.
10
For the fiscal year ended December 31, 2005, the Trustees received the
compensation set forth in the following table for serving as Trustees of the
Fund and as Trustees of the 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 TRUSTEE OR NOMINEE THE FUND FUND'S EXPENSES RETIREMENT PAID TO TRUSTEES(1)
-------------------------- ----------------- ------------------- ---------------- -------------------
Peter C. Erichsen........ $27,000 $0 $0 $54,000
Michael Larson........... $25,000 $0 $0 $50,000
Ronald A. Nyberg......... $25,500 $0 $0 $180,500
Ronald E. Toupin......... $25,500 $0 $0 $186,250
Interested Trustees
Nicholas Dalmaso......... $0 $0 $0 $0
Randolph Kohn............ $0 $0 $0 $0
---------------
(1) Represents aggregate compensation paid to each Trustee during the fiscal
year ended December 31, 2005 for serving as Trustees to the Fund and other
funds in the Fund Complex. Messrs. Nyberg, Dalmaso and Toupin serve as
Trustees to ten, ten and nine funds in the Fund Complex, respectively, and
Messrs. Erichsen, Larson and Kohn each serve as Trustees to two funds in the
Fund Complex.
During 2005, 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 Mr. Erichsen 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 Mr. Erichsen and present in person or represented by proxy at
the Annual Meeting. Election of Mr. Nyberg to the Board of Trustees of the Fund
requires the affirmative vote of a plurality of the Preferred Shares (voting as
a separate class) entitled to vote on the election of Mr. Nyberg and present in
person or represented by proxy at the Annual Meeting. The Trustees unanimously
recommend that shareholders vote to elect Messrs. Erichsen and Nyberg to the
Board of Trustees.
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
11
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 investment advisory services to individuals and institutions. 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) DURING THE OWNED ON
NAME AND YEAR BORN WITH FUND OF TIME SERVED(1) PAST 5 YEARS MARCH 1, 2006
------------------ ---------------------------- ------------------- ---------------------------------- --------------
Randolph L. Kohn Trustee and President Served since See "Election of Trustees" on page 6,000
1947 January 2004 6 above.
Gregory B. McShea Vice President Served since General Counsel and Secretary of None
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 Director,
Private Client Group of Legg Mason
Wood Walker, Incorporated, a
brokerage firm (1997-2003).
Marie K. Karpinski Treasurer and Principal Served since Vice President, Legg Mason & Co., None
1949 Financial and Accounting January 2004 LLC (2005-present); Vice
Officer President, Legg Mason Wood Walker,
100 Light Street Incorporated (1992- 2005); Vice
Baltimore, MD 21202 President (1986-present),
Treasurer (1986-2006) and Chief
Financial Officer (2006-present)
of all Legg Mason retail funds,
open-end investment companies;
Treasurer and Principal Financial
and Accounting Officer of Western
Asset Funds, Inc. (1990-present),
Western Asset Income Fund
(2001-present), Western Asset
12
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) DURING THE OWNED ON
NAME AND YEAR BORN WITH FUND OF TIME SERVED(1) PAST 5 YEARS MARCH 1, 2006
------------------ ---------------------------- ------------------- ---------------------------------- --------------
Premier Bond Fund (2001-present)
and Western Asset/Claymore U.S.
Treasury Inflation Protected
Securities Fund (2003-present).
Steven M. Hill Assistant Treasurer Served since May Senior Managing Director and Chief None
1964 2004 Financial Officer of Claymore
Advisors, LLC and Claymore
2455 Corporate West Securities, Inc. (2005- present).
Drive Lisle, IL Managing Director of Claymore
60532 Advisors, LLC and Claymore
Securities, Inc. (2003-2005).
Chief Financial Officer and
Treasurer or Assistant Treasurer
of all closed-end investment
companies in the Claymore fund
complex. Previously, Treasurer of
Henderson Global Funds and
Operations Manager for Henderson
Global Investors (North America)
Inc. (2002-2003), Managing
Director, FrontPoint Partners LLC
(2001-2002); Vice President,
Nuveen Investments (1999-2001).
Erin K. Morris Assistant Treasurer Served since Assistant Vice President and None
1966 January 2004 Manager, Funds Accounting, Legg
Mason & Co., LLC (2005-present);
100 Light Street Assistant Vice President
Baltimore, MD 21202 (2002-2005) and Manager, Funds
Accounting (2000-2005), of Legg
Mason Wood Walker, Incorporated;
Treasurer of Legg Mason Income
Trust, Inc. and Legg Mason
Tax-Free Income Fund
(2006-present); Assistant
Treasurer of Western Asset Income
Fund (2001-present), Western Asset
Funds,
13
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) DURING THE OWNED ON
NAME AND YEAR BORN WITH FUND OF TIME SERVED(1) PAST 5 YEARS MARCH 1, 2006
------------------ ---------------------------- ------------------- ---------------------------------- --------------
Inc.(2001-present), Western Asset
Premier Bond Fund (2001-present),
Western Asset/Claymore U.S.
Treasury Inflation Protected
Securities Fund (2003-present),
Legg Mason Income Trust, Inc.
(2001-2006) and Legg Mason
Tax-Free Income Fund (2001-2006).
Amy M. Olmert Chief Compliance Officer Served since Senior Vice President of Legg None
1963 September 2004 Mason, Inc. (2004-present); Vice
President and Chief Compliance
100 Light Street Officer of all Legg Mason retail
Baltimore, MD 21202 open-end investment companies
(2004-present); Vice President and
Chief 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, Western Asset Income Fund
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.
Melissa J. Nguyen Secretary Served since Vice President of Claymore None
1978 February 2006 Securities, Inc. (2005-present);
Secretary, Claymore Trust
2455 Corporate (2005-present) and MBIA
West Drive Capital/Claymore Managed Duration
Lisle, IL 60532 Investment Grade Municipal Fund
(2006-
14
SHARES OF THE
FUND
TERM OF OFFICE BENEFICIALLY
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) DURING THE OWNED ON
NAME AND YEAR BORN WITH FUND OF TIME SERVED(1) PAST 5 YEARS MARCH 1, 2006
------------------ ---------------------------- ------------------- ---------------------------------- --------------
present). Formerly, Associate,
Vedder, Price, Kaufman & Kammholz,
P.C. (2003-2005).
Richard C. Sarhaddi Assistant Secretary Served since May Assistant Vice President and None
1974 2004 Attorney, Claymore Advisors, LLC
and Claymore Securities, Inc., and
2455 Corporate Assistant Secretary of certain
West Drive investment companies in the
Lisle, IL 60532 Claymore Advisors, LLC fund
complex (2004-present). Formerly,
Editor at CCH Incorporated
(2003-2004).
---------------
(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 2007 ANNUAL MEETING
Proposals that shareholders wish to present to the 2007 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 3,
2007.
Shareholders who wish to propose one or more nominees for election as
Trustees, or to make another proposal, at the 2007 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 3, 2007 and no later than 45 days prior to April 3, 2007.
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.
SHARE OWNERSHIP
As of the close of business on March 1, 2006, 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
15
Cascade Investment, L.L.C. and William H. Gates III (as the sole member of
Cascade Investment, L.L.C.) owned beneficially 3,437,700 Common Shares
(representing approximately 5.6% of the outstanding Common Shares) and Cede &
Co., as nominee for participants in The Depository Trust Company, held of record
61,158,781 Common Shares (representing approximately 99.9% of the outstanding
Common Shares) and all 16,400 outstanding Preferred Shares. Cascade Investment,
L.L.C.'s address is 2365 Carillon Point, Kirkland, Washington 98033. Mr. Gates's
address is One Microsoft Way, Redmond, Washington 98052. Cede & Co.'s address is
55 Water Street, 25th Floor, New York, New York 10041-0001. Mr. Larson is the
Business Manager of Cascade Investment, L.L.C. and has voting and investment
power with respect to the Common Shares held by Cascade Investment, L.L.C, but
disclaims any beneficial ownership of the Common Shares beneficially owned by
Cascade Investment, L.L.C. and Mr. Gates. As of March 1, 2006, all Trustees,
nominees for Trustee 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.
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 2005, all such filing requirements were met, with the exception that, due
to an administrative oversight, James Hirschmann, an officer of the Investment
Adviser, made two late filings on Form 4 with respect to previously unreported
purchases of Common Shares.
ANNUAL REPORT TO SHAREHOLDERS
The Fund's Annual Report to Shareholders for the fiscal year ended December
31, 2005 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
16
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 REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Trustees has selected
PricewaterhouseCoopers LLP as the independent registered public accounting firm
of the Fund for the fiscal year ending December 31, 2006, 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 each of the Fund's last two
fiscal years (initial fiscal year from 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, $23,300 $6,400 $ 900 $0
2004............
December 31, $27,200 $6,500 $1,050 $0
2005............
"Audit Fees" represents fees billed for each of the last two fiscal years
for professional services rendered for the audit of the Fund's seed financial
statements during the initial fiscal year and annual financial statements for
those fiscal years 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 each of the last two fiscal
years for assurance and related services reasonably related to the performance
of the audit of the Fund's annual financial statements for those years,
including a review of rating agency compliance testing for the Fund's Preferred
Shares.
"Tax Fees" represents fees billed for each of the last two fiscal years 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 last two
fiscal years.
For the Fund's fiscal years ended December 31, 2004 and December 31, 2005,
PricewaterhouseCoopers LLP billed aggregate non-audit fees in the amounts of $0
and $152,047, respectively, to
17
the Fund, the Investment Adviser and 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 paragraph (c)(7)(i)(c) of Rule 2-01 of
Regulation S-X.
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 fiscal years ended
December 31, 2004 and December 31, 2005.
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 of such adjournment those proxies which they are
entitled to vote in favor of the proposal in question. They
18
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
Melissa J. Nguyen, Secretary
March 31, 2006
19
(GRAPHIC)
WESTERN ASSET/CLAYMORE U.S. TREASURY
INFLATION PROTECTED SECURITIES FUND 2 000000000.000 ext
000000000.000 ext
000004 000000000.000 ext
000000000.000 ext
(GRAPHIC) MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 LEAST ADDRESS LINE 000000000.000 ext
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
(GRAPHIC) C 1234567890 J N T
(GRAPHIC)
[ ] Mark this box with an
X if you have made
changes to your name
or address details
above.
ANNUAL MEETING PROXY CARD
A ELECTION OF CLASS II TRUSTEES
FOR WITHHOLD
01 - PETER C. ERICHSEN [ ] [ ]
02 - RONALD A. NYBERG [ ] [ ]
With discretionary power upon such other matters as may properly come before the
meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS CLASS II TRUSTEES OF THE NOMINEES OF THE BOARD
OF TRUSTEES.
Mark box at right if a comment has been noted on reverse side. [ ]
B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
Please sign this Proxy exactly as your name(s) appear(s) above. 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.
Signature 1 - Please keep Signature 2 - Please keep Date (mm/dd/yyyy)
signature within the box signature within the box
/ /
------------------------- ------------------------- ------------------------
0083922 1UPX COY
PROXY - 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, and return
your proxy vote in the enclosed postage paid envelope. Your vote must be
received prior to the Annual Meeting of Shareholders, May 15, 2006.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
PREFERRED SHARES
ANNUAL MEETING OF SHAREHOLDERS - MAY 15, 2006
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, Melissa J. Nguyen and Nicholas Dalmaso, 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
15, 2006, 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.
Comments
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
PLEASE VOTE, DATE, SIGN ON REVERSE AND RETURN
PROMPTLY USING THE ENCLOSED ENVELOPE.
(GRAPHIC)
WESTERN ASSET/CLAYMORE U.S. TREASURY
INFLATION PROTECTED SECURITIES FUND 2 000000000.000 ext
000000000.000 ext
000004 000000000.000 ext
000000000.000 ext
(GRAPHIC) MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 LEAST ADDRESS LINE 000000000.000 ext
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
(GRAPHIC) C 1234567890 J N T
(GRAPHIC)
[ ] Mark this box with an
X if you have made
changes to your name
or address details
above.
ANNUAL MEETING PROXY CARD
A ELECTION OF CLASS II TRUSTEE
FOR WITHHOLD
01 - PETER C. ERICHSEN [ ] [ ]
With discretionary power upon such other matters as may properly come before the
meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS CLASS II TRUSTEE OF THE NOMINEE OF THE BOARD
OF TRUSTEES.
Mark box at right if a comment has been noted on reverse side. [ ]
B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
Please sign this Proxy exactly as your name(s) appear(s) above. 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.
Signature 1 - Please keep Signature 2 - Please keep Date (mm/dd/yyyy)
signature within the box signature within the box
/ /
------------------------- ------------------------- ------------------------
0083921 1UPX COY
PROXY - 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 and return
your proxy vote in the enclosed postage paid envelope. Your vote must be
received prior to the Annual Meeting of Shareholders, May 15, 2006.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
COMMON SHARES
ANNUAL MEETING OF SHAREHOLDERS - MAY 15, 2006
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, Melissa J. Nguyen and Nicholas Dalmaso 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
15, 2006, 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.
Comments
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
PLEASE VOTE, DATE, SIGN ON REVERSE AND RETURN
PROMPTLY USING THE ENCLOSED ENVELOPE.