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
(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:
(5) Total fee paid:
[ ] 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
------------------------
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
The Annual Meeting of Shareholders of Western Asset/Claymore U.S. Treasury
Inflation Protected Securities Fund (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
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 Ronald E. Toupin, Jr. and Randolph L. Kohn 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 29,152,820 common
shares of beneficial interest, no par value ("Common Shares"), and 8,200
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 Randolph L. Kohn. 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
A. Nyberg (whose term of office will expire at the 2008 annual meeting) and
Ronald E. Toupin, Jr., 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. Toupin. Pursuant to the 1940 Act, the Common Shareholders do not
have the right to vote with respect to the election of Mr. Toupin. 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 Amended and Restated Agreement and Declaration of Trust (the
"Declaration of Trust") and Bylaws and applicable law). The
1
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 Randolph L. Kohn X X
Election of Ronald E. Toupin, Jr. 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. Kohn. 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. Toupin. 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. Kohn 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. Kohn and present in person or represented by proxy at the Annual Meeting.
Election of Mr. Toupin 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. Toupin 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 as
shares present for purposes of determining whether a quorum is present, but will
not be counted as
2
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.
3
PROPOSAL
ELECTION OF CLASS III 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
2007 annual meeting of shareholders; Class II, whose term will expire at the
Fund's 2008 annual meeting of shareholders; and Class III, whose initial term
will expire at the Fund's Annual Meeting. 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*
------- --------- ------------------------------
Randolph L. Kohn............................... Class III 2009 Annual Meeting
Ronald E. Toupin, Jr. ......................... Class III 2009 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. Kohn and Toupin. 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
4
Colorado Boulevard, Pasadena, California 91101). Of the individuals listed
below, only Messrs. Kohn and Toupin are nominees for election at the Annual
Meeting.
NUMBER OF
PORTFOLIOS SHARES OF
IN FUND THE FUND
COMPLEX* OTHER BENEFICIALLY
TERM OF OFFICE PRINCIPAL OCCUPATIONS OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) AND LENGTH OF 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 Trustee and Term expires Vice President, 2 None 250
1956 Chairman in 2008; General Counsel and
of the served since Secretary of the J.
Trustees(1)(2) August 2003 Paul Getty Trust
(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(1)(2) Term expires Chief Investment 2 Pan American 4,000**
1959 in 2007; Officer for William Silver Corp.
served since H. Gates III (1994- (silver mining,
May 2004 present). development and
exploration
company) (1999-
present).
5
NUMBER OF
PORTFOLIOS SHARES OF
IN FUND THE FUND
COMPLEX* OTHER BENEFICIALLY
TERM OF OFFICE PRINCIPAL OCCUPATIONS OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) AND LENGTH OF 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
------------------ -------------- -------------- --------------------- ---------- ------------------ ------------
Ronald A. Nyberg Trustee(1)(2) Term expires Principal of Ronald 2 Dreman/Claymore 555***
1953 in 2008; A. Nyberg, Ltd., a Dividend & Income
served since law firm specializing Fund (2003-
August 2003 in corporate law, present);
estate planning and TS&W/Claymore
business transactions Tax-Advantaged
(2000-present); Balanced Fund
Executive Vice (2004-present);
President, General Madison/Claymore
Counsel and Corporate Covered Call Fund
Secretary of Van (2004-present);
Kampen Investments, Fiduciary/Claymore
an investment MLP Opportunity
advisory firm Fund
(1982-1999). (2004-present);
Fiduciary/Claymore
Dynamic Equity
Fund (2005-
present); Old
Mutual/Claymore
Long-Short Fund
(2005-present);
Claymore Trust
(2005-present);
Advent/Claymore
Enhanced Growth &
Income Fund (2005-
present); MBIA
Capital/Claymore
Managed Duration
Investment Grade
Municipal Fund
(2003-present);
and Advent
Claymore
Convertible
Securities and
Income Fund
(2003-present).
6
NUMBER OF
PORTFOLIOS SHARES OF
IN FUND THE FUND
COMPLEX* OTHER BENEFICIALLY
TERM OF OFFICE PRINCIPAL OCCUPATIONS OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) AND LENGTH OF 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
------------------ -------------- -------------- --------------------- ---------- ------------------ ------------
Ronald E. Toupin, Jr. Nominee and Term expires Formerly: Vice 2 Dreman/Claymore None
1958 Trustee (1)(2) at the Annual President, Manager Dividend & Income
Meeting; and Portfolio Manager Fund (2003-
served since of Nuveen Asset present);
August 2003 Management, an TS&W/Claymore
investment advisory Tax-Advantaged
firm (1998-1999); Balanced Fund
Vice President and (2004-present);
Portfolio Manager of Madison/Claymore
Nuveen Investment Covered Call Fund
Advisory Corporation, (2004-present);
an investment Fiduciary/Claymore
advisory firm MLP Opportunity
(1992-1999); Vice Fund (2004-
President and Manager present);
of Nuveen Unit Fiduciary/Claymore
Investment Trusts Dynamic Equity
(1991-1998); Fund (2005-
Assistant Vice present); Old
President and Mutual/Claymore
Portfolio Manager of Long-Short Fund
Nuveen Unit Trusts (2005-present);
(1988-1990) and John Claymore Trust
Nuveen & Company, (2005-present);
Inc. (1982-1999). and MBIA
Capital/Claymore
Managed Duration
Investment Grade
Municipal Fund
(2003-present).
7
NUMBER OF
PORTFOLIOS SHARES OF
IN FUND THE FUND
COMPLEX* OTHER BENEFICIALLY
TERM OF OFFICE PRINCIPAL OCCUPATIONS OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) AND LENGTH OF 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 2 Dreman/Claymore None
1965(3) in 2007; Director and General Dividend & Income
served since Counsel of Claymore Fund (2003-
August 2003 Securities, Inc. present);
(2000-present) and TS&W/Claymore
Claymore Advisors, Tax-Advantaged
LLC (2003-present); Balanced Fund
Director of Claymore (2004-present);
Investments, Inc. Madison/Claymore
(2004-present); Chief Covered Call Fund
Executive Officer, (2004-present);
Chief Legal Officer Fiduciary/Claymore
and Chief Compliance MLP Opportunity
Officer to funds in Fund (2004-
Claymore Advisors, present);
LLC fund complex Fiduciary/Claymore
(2004-present). Dynamic Equity
Formerly: Assistant Fund (2005-
General Counsel of present); Old
John Nuveen & Mutual/Claymore
Company, Inc. (1999- Long-Short Fund
2001). (2005-present);
Claymore Trust
(2005-present);
Advent/Claymore
Enhanced Growth &
Income Fund (2005-
present); MBIA
Capital/Claymore
Managed Duration
Investment Grade
Municipal Fund
(2003-present);
and Advent
Claymore
Convertible
Securities and
Income Fund
(2003-present).
8
NUMBER OF
PORTFOLIOS SHARES OF
IN FUND THE FUND
COMPLEX* OTHER BENEFICIALLY
TERM OF OFFICE PRINCIPAL OCCUPATIONS OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) AND LENGTH OF 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
------------------ -------------- -------------- --------------------- ---------- ------------------ ------------
Randolph L. Kohn Nominee, Term expires President of Western 2 None 1,000
1947(4) Trustee and at the Annual Asset/Claymore U.S.
President Meeting Treasury Inflation
Protected Securities
Fund 2
(2004-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 may be deemed to be 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
Securities, Inc., the Fund's shareholder servicing agent, 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
investment adviser, Western Asset Management Company (the "Investment
Adviser"), and his ownership of shares of common stock of Legg Mason, Inc.,
the parent company of the Investment Adviser.
* Each Trustee also serves as a Trustee of Western Asset/Claymore U.S.
Treasury Inflation Protected Securities Fund 2, a closed-end investment
company, which is considered part of the same Fund Complex as the Fund. The
Investment Adviser serves as subadviser to Western Asset/ Claymore U.S.
Treasury Inflation Protected Securities Fund 2.
** 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.
9
*** 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................................... $10,001 - $50,000 $50,001 - $100,000
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 or the Investment Adviser, 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 and certain of its 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, 2004.
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
10
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 independence 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 or the Investment
Adviser, 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, 2004. 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
11
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, 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. 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 Fund's shareholder servicing agent, Claymore
Securities, Inc., 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 Claymore Securities, Inc. 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
12
in their respective capacities. Members of the Audit Committee and the
Governance and Nominating Committee receive $500 for each committee meeting
attended.
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 fund 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 $51,000
Ronald E. Toupin......... $25,500 $0 $0 $51,000
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 Western
Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2, which is
considered part of the same Fund Complex as the Fund.
During 2005, the Fund paid no remuneration to its officers, all of whom
were also officers or employees of the Investment Adviser, Claymore Securities,
Inc. or their respective affiliates.
Required Vote. Election of Mr. Kohn 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. Kohn and present in person or represented by proxy at the
Annual Meeting. Election of Mr. Toupin 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. Toupin and present in
person or represented by proxy at the Annual Meeting. The Trustees unanimously
recommend that shareholders vote to elect Messrs. Kohn and Toupin to the Board
of Trustees.
13
INFORMATION CONCERNING THE INVESTMENT
ADVISER AND THE FUND'S OFFICERS
The Investment Adviser 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 Adviser's
address is 385 East Colorado Boulevard, Pasadena, California 91101. An affiliate
of the Investment Adviser, 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 August See "Election of Trustees" on page 1,000
1947 2003 9 above.
Gregory B. McShea Vice President Served since August General Counsel and Secretary of None
1965 2003 Western Asset Management Company
(2003-present); Vice President of
Western Asset/ Claymore U.S.
Treasury Inflation Protected
Securities Fund 2 (2004-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 August Vice President, Legg Mason & Co., None
1949 Financial and Accounting 2003 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
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
------------------ ---------------------------- ------------------- ---------------------------------- --------------
Financial and Accounting Officer
of Western Asset Funds, Inc.
(1990-present), Western Asset
Income Fund (2001-present),
Western Asset Premier Bond Fund
(2001-present) and Western
Asset/Claymore U.S. Treasury
Inflation Protected Securities
Fund 2 (2004-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 Securities, Inc. (2005-present).
West Drive Managing Director of Claymore
Lisle, IL 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 August Assistant Vice President and None
1966 2003 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
15
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
------------------ ---------------------------- ------------------- ---------------------------------- --------------
Mason Tax-Free Income Fund
(2006-present); Assistant
Treasurer of Western Asset Income
Fund (2001-present), Western Asset
Funds, Inc.(2001-present), Western
Asset Premier Bond Fund
(2001-present), Western
Asset/Claymore U.S. Treasury
Inflation Protected Securities
Fund 2 (2004-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 2 (2004-present).
Formerly, Director (2000-2003) and
Managing Director (2003-2004) of
Deutsche Asset Management.
16
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
------------------ ---------------------------- ------------------- ---------------------------------- --------------
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-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.
17
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 Cascade Investment, L.L.C.
and William H. Gates III (as the sole member of Cascade Investment, L.L.C.)
owned beneficially 2,030,400 Common Shares (representing approximately 6.9% of
the outstanding Common Shares) and Cede & Co., as nominee for participants in
The Depository Trust Company, held of record 29,131,454 Common Shares
(representing approximately 99.9% of the outstanding Common Shares) and all
8,200 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, certain affiliates of the Investment Adviser,
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.
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 Asset/Claymore U.S. Treasury Inflation Protected Securities Fund, c/o
Claymore Securities, Inc., 2455 Corporate West Drive, Lisle, Illinois 60532 or
you may call 866-233-4001.
18
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 for services rendered to the Fund by PricewaterhouseCoopers LLP:
FISCAL YEAR ENDED AUDIT FEES AUDIT-RELATED FEES TAX FEES ALL OTHER FEES
----------------- ---------- ------------------ -------- --------------
December 31,
2004............ $25,100 $6,400 $ 900 $0
December 31,
2005............ $27,200 $6,500 $1,050 $0
"Audit Fees" represents fees billed for each of the last two fiscal years
for professional services rendered for the audit of the Fund's 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
$372,631 and $202,047, respectively, to 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
19
and, therefore, has not adopted pre-approval procedures. Since the Fund's
inception in July 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 and any entity
controlling, controlled by or under common control with the Investment Adviser
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 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 year ended December 31,
2004. PricewaterhouseCoopers LLP billed "Audit-Related Fees" in the amount of
$127,460 for non-audit services (a SAS 70 audit to review and test operating
effectiveness of controls placed in operation for the Investment Adviser) 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 year ended December 31,
2005. PricewaterhouseCoopers LLP did not bill any "Tax Fees" or "All Other Fees"
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 year ended
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
20
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
21
(GRAPHIC)
WESTERN ASSET/CLAYMORE U.S. TREASURY
INFLATION PROTECTED SECURITIES FUND 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 III TRUSTEE
FOR WITHHOLD
01 - RANDOLPH L. KOHN [ ] [ ]
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 III TRUSTEE OF THE NOMINEE OF THE BOARD
OF TRUSTEES.
Please mark here if a comment is noted on the 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
/ /
------------------------- ------------------------- ------------------------
0083931 1UPX COY
PROXY - WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND
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
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND
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
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, 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.
(GRAPHIC)
WESTERN ASSET/CLAYMORE U.S. TREASURY
INFLATION PROTECTED SECURITIES FUND 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 III TRUSTEES
FOR WITHHOLD
01 - RANDOLPH L. KOHN [ ] [ ]
FOR WITHHOLD
02 - RONALD E. TOUPIN, JR. [ ] [ ]
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 III TRUSTEES OF THE NOMINEES OF THE
BOARD OF TRUSTEES.
Please mark here if a comment is noted on the 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
/ /
------------------------- ------------------------- ------------------------
0083932 1UPX COY
PROXY - WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND
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
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND
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
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, 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.