-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KR2k8gznu8vqfpgsJfDdkNAIFZvtM0wwO5D0UW/p5JxuyJBPsaAkEzzk8tDeA90T w65f/HZeSd8khy8PHh+7LQ== 0001193125-07-046118.txt : 20070305 0001193125-07-046118.hdr.sgml : 20070305 20070305121011 ACCESSION NUMBER: 0001193125-07-046118 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070305 DATE AS OF CHANGE: 20070305 EFFECTIVENESS DATE: 20070305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ASSET CLAYMORE US TREASURY INFLATION PRO SEC FUND 2 CENTRAL INDEX KEY: 0001267902 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-21477 FILM NUMBER: 07670186 BUSINESS ADDRESS: STREET 1: 385 EAST COLORADO BLVD. CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: (626) 844-9400 MAIL ADDRESS: STREET 1: 385 EAST COLORADO BLVD. CITY: PASADENA STATE: CA ZIP: 91101 N-CSR 1 dncsr.htm WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2 Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-21477

Name of Fund: Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

Address of Principal Executive Offices:

   385 East Colorado Boulevard
   Pasadena, CA 91101

Name and address of agent for service:

   Gregory B. McShea
   385 East Colorado Boulevard
   Pasadena, CA 91101

Registrant’s telephone number, including area code: (626) 844-9400

Date of fiscal year end: December 31, 2006

Date of reporting period: December 31, 2006

 



Item 1. Report to Shareholders


 


 

Western Asset/Claymore U.S. Treasury

Inflation Protected Securities Fund 2

 

Annual Report to Shareholders

 

December 31, 2006

 



Annual Report to Shareholders

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

 

The Market

Calendar year 2006 was a very difficult year for U.S. Treasury Inflation Protected Securities (“U.S. TIPS”), as real rates moved higher and Consumer Price Index for All Urban Consumers (“CPI-U”) accretion fell dramatically. The Barclays U.S. Government Inflation-Linked All Maturities IndexA generated a total return of 0.49%, while the U.S. Government Breakeven Index (composed of nominal U.S. Treasuries corresponding to the maturity of each U.S. TIPS issue) returned 2.45%. The Federal Reserve (“Fed”) raised short-term interest rates from 4.25% to 5.25%, which caused 10-year U.S TIPS real yields to rise from approximately 2.06% at the end of 2005 to approximately 2.41% at the end of 2006. At the same time, inflation in the U.S., as measured by the CPI-U, fell from 3.4% at the end of December 2005 to just 2.5% as of December 2006, mainly as result of the decline in energy prices during the second half of the year. This combination of higher real yields and declining inflation accretion resulted in the worst performance for U.S. TIPS since 1999.

 

Performance

In calendar year 2006, the Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 also underperformed U.S. Treasuries. For the year ended December 31, 2006, the Fund distributed $0.055 per share monthly, of which $0.0183 per share monthly was return of capital, and generated a total return of 1.76% on a net asset value (“NAV”) basis including reinvestment of dividends. On a share price basis, the Fund performed better, returning 3.15% during the same period including reinvestment of dividends. Although U.S. TIPS performed poorly, the emerging market bond component of the Fund contributed strongly to performance. Robust global growth and a large risk appetite, in combination with positive fundamental reform, was very supportive of valuations. Further, the growth of local institutional buyers, such as pension and insurance funds, have contributed to the deepening of local capital markets. Not only has this resulted in greater macroeconomic stability, but also a shift towards local currency bond issuance, and a fall in dollar-denominated financing. This provided a technical bid to the asset class, as new supply of sovereign external debt slowed appreciably.

 

In the fourth quarter, the Fund completed the redemption of its Auction Market Preferred Shares (“AMPS”), thus removing this form of leverage from the Fund’s portfolio. The Fund made this proactive change to the leverage structure because it currently anticipates that this change in strategy will lead to better long-term shareholder value. Given Western Asset Management Company’s current outlook for inflation, as measured by the CPI-U, as well as the current yield-curve environment, the Fund currently anticipates that it will be able to deliver better long-term performance with a more flexible approach to leverage utilization. The flexible approach enables the Fund to utilize leverage when market conditions warrant, but also allows the Fund to remove leverage when shareholder value-enhancing opportunities via the use of leverage do not exist.

 

Western Asset Management Company

 

January 23, 2007

 


A

 

This index is the U.S. component of the all maturities Barclays Global Inflation-Linked Bond Index, which measures the performance of the major government inflation-linked bond markets.

 

1


Annual Report to Shareholders

FUND HIGHLIGHTS

(Amounts in Thousands, except per share amounts)

 

       December 31,
        2006      2005

Net Asset Value

     $797,316      $823,471

Per Share

     $13.03      $13.46

Market Value Per Share

     $11.57      $11.87

Net Investment Income

     $43,219      $70,662

Per Common Share

     $0.71      $1.15

Dividends Paid to Common ShareholdersA

     $40,382      $57,513

Per Common Share From Net Income

     $0.44      $0.94

Per Common Share From Return of Capital

     $0.22     

Dividends Paid to Preferred Shareholders

     $17,892      $13,473

Per Common Share

     $0.29      $0.22

 

The Fund

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 (“WIW” or the “Fund”) is a diversified, closed-end management investment company which seeks to provide current income for its shareholders. Capital appreciation, when consistent with current income, is a secondary investment objective. Substantially all of the Fund’s net investment income (after payment of dividends to holders of preferred shares and interest in connection with other forms of leverage (if applicable)) is distributed to the Fund’s common shareholders. A Dividend Reinvestment Plan is available to those common shareholders of record desiring it. The Fund’s common shares are listed on the New York Stock Exchange (“NYSE”) where they are traded under the symbol WIW.

 

Performance Information

Total return on market value measures investment performance in terms of appreciation or depreciation in market value per share, plus dividends and any capital gain distributions. Total return on net asset value measures investment performance in terms of appreciation or depreciation in net asset value per share, plus dividends and any capital gain distributions. Total return on market value assumes that dividends and distributions were reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total return on net asset value assumes that dividends and distributions were reinvested at net asset value. Average annual returns tend to smooth out variations in a fund’s return, so that they differ from actual year-to-year results. No adjustment has been made for any income taxes payable by shareholders.

 

        Fourth
Quarter
2006
    

Year Ended
December 31, 2006

     Average
Annual Return
Since
Inception
B

Total Return Based on:

              

Market Value

     0.90%      3.15%      (2.19)%

Net Asset Value

     (0.50)%      1.76%      3.05%

Barclays U.S. Government Inflation-Linked
1-10 Year Index
C,D

     (0.88)%      1.65%      2.65%

Barclays U.S. Government Inflation-Linked
All Maturities Index
D,E

     (1.34)%      0.49%      2.82%

 

The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit http://www.westernclaymore.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when sold, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions.

 


A

 

Total dividend distribution of $40,382 of which $26,904 was from net investment income and $13,478 was from return of capital.

B

 

The Fund’s inception date is February 27, 2004.

C

 

This index is the U.S. component of the 1 to 10 year Barclays Global Inflation-Linked Bond Index, which measures the performance of the major government inflation-linked bond markets.

D

 

This return does not include reinvestment of dividends or capital gain distributions.

E

 

This index is the U.S. component of the all maturities Barclays Global Inflation-Linked Bond Index, which measures the performance of the major government inflation-linked bond markets.

 

2


Annual Report to Shareholders

 

Investment Policies

The Fund’s investment policies include, among others, that its portfolio be invested as follows:

 

 

 

At least 80% of total managed assetsF in U.S. Treasury Inflation Protected Securities.

 

   

Up to 20% of total managed assets in corporate bonds or other securities and instruments, including securities and instruments of issuers located in developing or “emerging market” countries.

 

Reverse repurchase agreements and other forms of leverage will not exceed 38% of the Fund’s total managed assets. The Fund completed the redemption of its outstanding preferred shares on November 22, 2006.

 

Dividend Reinvestment Plan

The Fund and Computershare Trust Company, N.A. (“Agent”), as the Transfer Agent and Registrar of WIW, offer a convenient way to add shares of WIW to your account. WIW offers to all common shareholders a Dividend Reinvestment Plan (“Plan”). Under the Plan, cash distributions (e.g., dividends and capital gains) on the common shares are automatically invested in shares of WIW unless the shareholder elects otherwise by contacting the Agent at the address set forth below.

 

As a participant in the Dividend Reinvestment Plan, you will automatically receive your dividend or net capital gains distribution in newly issued shares of WIW, if the market price of the shares on the date of the distribution is at or above the net asset value (“NAV”) of the shares, minus estimated brokerage commissions that would be incurred upon the purchase of common shares on the open market. The number of shares to be issued to you will be determined by dividing the amount of the cash distribution to which you are entitled (net of any applicable withholding taxes) by the greater of the NAV per share on such date or 95% of the market price of a share on such date. If the market price of a share on such distribution date is below the NAV, less estimated brokerage commissions that would be incurred upon the purchase of common shares on the open market, the Agent will, as agent for the participants, buy shares of WIW through a broker on the open market. All common shares acquired on your behalf through the Plan will be automatically credited to an account maintained on the books of the Agent.

 

Additional Information Regarding the Plan

WIW will pay all costs applicable to the Plan, except for brokerage commissions for open market purchases by the Agent under the Plan which will be charged to participants. All shares acquired through the Plan receive voting rights and are eligible for any stock split, stock dividend, or other rights accruing to shareholders that the Board of Trustees may declare.

 

You may terminate participation in the Plan at any time by giving notice to the Agent. Such termination shall be effective prior to the record date next succeeding the receipt of such instructions or by a later date of termination specified in such instructions. Upon termination, a participant will receive a certificate for the full shares credited to his or her account or may request the sale of all or part of such shares. Fractional shares credited to a terminating account will be paid for in cash at the current market price at the time of termination.

 

Dividends and other distributions invested in additional shares under the Plan are subject to income tax just as if they had been received in cash. After year end, dividends paid on the accumulated shares will be included in the Form 1099-DIV information return to the Internal Revenue Service and only one Form 1099-DIV will be sent to participants each year.

 

Inquiries regarding the Plan, as well as notices of termination, should be directed to Computershare Trust Company, N.A., P.O. Box 43010, Providence, Rhode Island 02940-3010—Investor Relations telephone number (800) 426-5523.

 

Annual Certifications

On June 7, 2006, the Fund submitted its annual CEO certification to the NYSE in which the Fund’s principal executive officer certified that he was not aware, as of the date of the certification, of any violation by the Fund of the NYSE’s Corporate

 


F

 

“Total managed assets” means the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage).

 

3


Annual Report to Shareholders

 

Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related Securities and Exchange Commission (“SEC”) rules, the Fund’s principal executive and principal financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Fund’s disclosure controls and procedures and internal control over financial reporting.

 

Schedule of Portfolio Holdings

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. You may obtain a free copy of the Fund’s Form N-Q by calling 1-800-345-7999, visiting the Fund’s website (http://www.westernclaymore.com), or by writing to the Fund, or you may obtain a copy of this report (and other information relating to the Fund) from the SEC’s website (http://www.sec.gov). Additionally, the Fund’s Form N-Q can be viewed or copied at the SEC’s Public Reference Room in Washington D.C. Information about the operation of the Public Reference Room can be obtained by calling 1-800-732-0330.

 

Proxy Voting

You may request a free description of the policies and procedures that the Fund uses to determine how proxies relating to the Fund’s portfolio securities are voted by calling 1-800-345-7999 or by writing to the Fund, or you may obtain a copy of these policies and procedures (and other information relating to the Fund) from the SEC’s website (http://www.sec.gov). You may request a free report regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, by calling 1-800-345-7999 or by writing to the Fund, or you may obtain a copy of this report (and other information relating to the Fund) from the SEC’s website (http://www.sec.gov).

 

IMPORTANT TAX INFORMATION 2006

 

The portion of dividends attributable to interest earned on direct obligations of the U.S. Government is exempt from state income tax in many states. The percentage of such interest earned by the Fund for each quarter and for the year ended December 31, 2006, is as follows:

 

First Quarter
2006
  Second Quarter
2006
  Third Quarter
2006
  Fourth Quarter
2006
  Year Ended
December 31, 2006
14.17%   84.57%   79.21%     68.29%

 

4


Annual Report to Shareholders

PORTFOLIO DIVERSIFICATION

December 31, 2006

 

LOGO

 

The pie chart and bar chart above represent the Fund’s portfolio as of December 31, 2006. The Fund’s portfolio is actively managed, and its portfolio composition, credit quality breakdown, and other portfolio characteristics will vary from time to time. U.S. Treasury Inflation-Protected Securities are unrated, but are backed by the full faith and credit of the government of the United States of America and are therefore considered by the Fund’s investment manager to be comparable to bonds rated AAA/Aaa.

 

Quarterly Comparison of Market Price and Net Asset Value (“NAV”), Discount or Premium to NAV and Average Daily Volume of Shares Traded

 

        Market
Price
     Net Asset
Value
     Premium/
(Discount)
    Average
Daily Volume (Shares)

March 31, 2006

     $ 11.50      $ 13.08      (12.08 )%   166,418

June 30, 2006

     $ 11.23      $ 12.96      (13.35 )%   163,157

September 30, 2006

     $ 11.63      $ 13.26      (12.29 )%   142,497

December 31, 2006

     $ 11.57      $ 13.03      (11.20 )%   199,356

 


A

 

Ratings shown are expressed as a percentage of the portfolio. Standard & Poor’s Ratings Services provide capital markets with credit ratings for the evaluation and assessment of credit risk.

B

 

Expressed as a percentage of the portfolio.

 

5


Annual Report to Shareholders

PORTFOLIO OF INVESTMENTS

December 31, 2006

(Amounts in Thousands)

 

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

 


 

     % OF
NET ASSETS
   RATE    MATURITY
DATE
   PAR/
SHARES
   VALUE  

Long-Term Securities

   98.5%            

U.S. Government and Agency Obligations

   80.2%            

United States Treasury
Inflation-Protected Security

      0.875%    4/15/10    $ 13,211    $ 12,525 A

United States Treasury
Inflation-Protected Security

      2.375%    4/15/11      171,648      170,964 A,B

United States Treasury
Inflation-Protected Security

      3.000%    7/15/12      130,919      134,729 A,C

United States Treasury
Inflation-Protected Security

      1.875%    7/15/13      94,234      91,039 A

United States Treasury
Inflation-Protected Security

      1.625%    1/15/15      52,852      49,746 A

United States Treasury
Inflation-Protected Security

      1.875%    7/15/15      23,866      22,871 A

United States Treasury
Inflation-Protected Security

      2.000%    1/15/16      150,758      145,564 A

United States Treasury
Inflation-Protected Security

      2.000%    1/15/26      12,712      11,955 A
                    

Total U.S. Government and Agency Obligations (Cost—$642,992)

                           639,393  

Corporate Bonds and Notes

   5.3%            

Automobiles

   1.7%            

Ford Motor Co.

      7.450%    7/16/31      10,000      7,850 B

General Motors Corp.

      8.375%    7/15/33      6,000      5,550 B
                    
                 13,400  
                    

Health Care Providers and Services

   0.6%            

Tenet Healthcare Corp.

      7.375%    2/1/13      5,000      4,594  
                    

Independent Power Producers and Energy Traders

   1.0%            

Dynegy Holdings Inc.

      8.750%    2/15/12      2,430      2,576  

The AES Corp.

      8.875%    2/15/11      5,000      5,362  
                    
                 7,938  
                    

Oil, Gas and Consumable Fuels

   2.0%            

El Paso Corp.

      7.750%    1/15/32      5,000      5,475  

Pemex Project Funding Master Trust

      8.625%    12/1/23      4,410      5,430  

The Williams Cos. Inc.

      7.500%    1/15/31      5,000      5,187  
                    
                 16,092  
                    

Total Corporate Bonds and Notes
(Cost—$38,629)

                           42,024  

 

6


Annual Report to Shareholders

 

 


 

     % OF
NET ASSETS
   RATE    MATURITY
DATE
   PAR/
SHARES
   VALUE  

Asset-Backed Securities

   0.1%            

Fixed Rate Securities

   0.1%            

Mutual Fund Fee Trust XIII Series 2000-3

      9.070%    7/1/08    $ 4,813    $ 511 D,E,F
                    

Total Asset-Backed Securities
(Cost—$545)

                           511  

Yankee BondsG

   12.9%            

Commercial Banks

   0.9%            

Glitnir Banki Hf

      6.693%    6/15/16      2,540      2,622 H,I

Kaupthing Bank Hf

      7.125%    5/19/16      4,410      4,678 H
                    
                 7,300  
                    

Diversified Telecommunication Services

   N.M.            

Axtel SA

      11.000%    12/15/13      325      362  
                    

Foreign Government Obligations

   10.3%            

Federative Republic of Brazil

      11.000%    8/17/40      12,922      17,122  

Republic of Argentina

      5.590%    8/3/12      5,400      5,061 D

Republic of Colombia

      11.750%    2/25/20      2,055      2,985  

Republic of Colombia

      7.375%    9/18/37      4,440      4,766  

Republic of Ecuador

      10.000%    8/15/30      2,350      1,739 H

Republic of El Salvador

      8.250%    4/10/32      2,280      2,742 H

Republic of Panama

      9.375%    4/1/29      1,535      2,049  

Republic of Panama

      6.700%    1/26/36      2,973      3,092 B

Republic of Peru

      8.750%    11/21/33      3,882      5,105 B

Republic of Venezuela

      5.750%    2/26/16      2,278      2,158  

Republic of Venezuela

      9.375%    1/13/34      2,317      3,058 B

Russian Federation

      5.000%    3/31/30      20,690      23,357 H,I

United Mexican States

      8.300%    8/15/31      1,900      2,429  

United Mexican States

      7.500%    4/8/33      5,470      6,455  
                    
                 82,118  
                    

Metals and Mining

   0.4%            

Vale Overseas Ltd.

      6.875%    11/21/36      2,900      2,974  
                    

Oil, Gas and Consumable Fuels

   0.9%            

Gazprom Capital

      6.212%    11/22/16      2,410      2,427 H

Petrozuata Finance Inc.

      8.220%    4/1/17      5,025      5,012 H
                    
                 7,439  
                    

Road and Rail

   0.1%            

Grupo Transportacion Ferroviaria
Mexicana SA de CV

      9.375%    5/1/12      1,010      1,078  
                    

 

7


Annual Report to Shareholders

PORTFOLIO OF INVESTMENTS—Continued

 

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2—Continued

 


 

     % OF
NET ASSETS
   RATE    MATURITY
DATE
   PAR/
SHARES
    VALUE  

Yankee BondsContinued

             

Wireless Telecommunication Services

   0.3%           

True Move Co. Ltd.

      10.750%    12/16/13    $ 2,040     $ 1,994 H
                   

Total Yankee Bonds (Cost—$95,438)

                103,265  
                   

Total Long-Term Securities (Cost—$777,604)

                            785,193  

Investment of Collateral from Securities Lending

   4.3%           

State Street Navigator Securities Lending Prime Portfolio

              34,615 shs     34,615  
                   

Total Investment of Collateral from Securities Lending (Cost—$34,615)

                            34,615  

 

8


Annual Report to Shareholders

 

 


 

     % OF
NET ASSETS
   PAR/
SHARES
   VALUE  

Short-Term Securities

   0.3%      

Repurchase Agreement

   0.3%      

Lehman Brothers Inc.
5.2%, dated 12/29/06, to be repurchased at $2,086 on 1/2/07 (Collateral: $8,685 Federal Home Loan Bank notes,
due 9/29/28, value $2,127)

      $ 2,085    $ 2,085  
              

Total Short-Term Securities (Cost—$2,085)

                 2,085  

Total Investments (Cost—$814,304)

   103.1%       $ 821,893  

Obligation to Return Collateral For Securities Loaned

   (4.3)%         (34,615 )

Other Assets Less Liabilities

   1.2%         10,038  
              

Net Assets

   100.0%       $ 797,316  
              
     EXPIRATION    ACTUAL
CONTRACTS
   APPRECIATION/
(DEPRECIATION)
 

Futures Contracts PurchasedJ

        

Eurodollar Futures

   June 2007      283    $ (61 )
              

Options WrittenJ

        

U.S. Treasury Note Futures Put, Strike Price $105.50

   January 2007      209    $ (63 )
              
                      

A

 

Treasury Inflation-Protected Security – Treasury security whose principal value is adjusted daily in accordance with changes to the Consumer Price Index for All Urban Consumers. Interest is calculated on the basis of the current adjusted principal value.

B

 

All or a portion of this security is on loan. See Note 6 to the financial statements.

C

 

All or a portion of this security is collateral to cover futures and options contracts written.

D

 

Indexed Security – The rates of interest earned on these securities are tied to the London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offered Rate (“EURIBOR”) Index, the Consumer Price Index (“CPI”), the one-year Treasury Bill Rate or ten-year Japanese Government Bond Rate. The coupon rates are the rates as of December 31, 2006.

E

 

Private Placement.

F

 

Illiquid Security.

G

 

Yankee Bond – A dollar-denominated bond issued in the U.S. by a foreign entity.

H

 

Rule 144a Security – A security purchased pursuant to Rule 144a under the Securities Act of 1933 which may not be resold subject to that rule except to qualified institutional buyers. These securities, which the Fund’s investment adviser has determined to be liquid, represent 5.59% of net assets.

I

 

Stepped Coupon Security – A security with a predetermined schedule of interest or dividend rate changes, at which time it begins to accrue interest or pay dividends according to the predetermined schedule.

J

 

Options and futures are described in more detail in the notes to financial statements.

N.M. – Not Meaningful.

 

See notes to financial statements.

 

9


Annual Report to Shareholders

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2006

(Amounts in Thousands)

 

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

 


 

Assets:

     

Investments, at value (Identified Cost—$812,219)A

      $ 819,808  

Short-term securities at value (Identified Cost—$2,085)

        2,085  

Swap contracts at value

        2,567  

Interest receivable

        8,976  
           

Total assets

        833,436  

Liabilities:

     

Written options at market value (Proceeds—$61)

   $ 124   

Obligation to return collateral for securities loaned

     34,615   

Income distribution payable to common shareholders

     548   

Futures variation margin payable

     7   

Accrued advisory fee

     411   

Accrued administration fee

     11   

Accrued expenses

     404   
         

Total liabilities

        36,120  
           

Net Assets Applicable to Common Shareholders

      $ 797,316  
           

Summary of Shareholders’ Equity

     

Common shares, no par value, unlimited number of shares authorized,
61,184 shares issued and outstanding (Note 4)

      $ 856,453  

Accumulated net realized gain/(loss) on investments, futures and options

        (69,169 )

Net unrealized appreciation/(depreciation) on investments, futures and options

        10,032  
           

Net Assets

      $ 797,316  
           

Net asset value per share of common share
($797,316 divided by 61,184 common shares issued and outstanding)

        $13.03  
                 

A

 

Market value of securities on loan is $33,932.

 

See notes to financial statements.

 

10


Annual Report to Shareholders

STATEMENTS OF OPERATIONS

(Amounts in Thousands)

 

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

 

      FOR THE
YEAR ENDED
DECEMBER 31, 2006
 
Investment Income:        

Interest income

   $ 54,651  
        

Expenses:

  

Advisory and administration fees

     7,401  

Audit and legal fees

     282  

Custodian fees

     222  

Preferred share rating agency fees

     24  

Proxy expense

     58  

Registration fees

     60  

Reports to shareholders

     90  

Preferred shares auction agent fee expense

     883  

Transfer agent and shareholder servicing expense

     34  

Trustees’ fees and expenses

     109  

Other

     96  
        

Total operating expenses

     9,259  

Less: Compensating balance credits

     (38 )

Interest expense

     2,211  
        

Total expenses

     11,432  
        

Net Investment Income

     43,219  
        

Net Realized and Unrealized Gain/(Loss) on Investments:

  

Net realized gain/(loss) on:

  

Investments

     (20,670 )

Options

     4,073  

Futures

     766  

Swaps

     1,118  
        
     (14,713 )
        

Change in unrealized appreciation/(depreciation) of investments, options, futures, and swaps

     3,613  
        

Net Realized and Unrealized Gain/(Loss) on Investments

     (11,100)  
        

Increase in Net Assets Resulting from Operations

     32,119  
        

Dividends to Preferred Shareholders from Net Investment Income

     (17,892 )
        

Increase in Net Assets Applicable to Common Shareholders Resulting From Operations

   $ 14,227  
        
          

 

See notes to financial statements.

 

11


Annual Report to Shareholders

STATEMENTS OF CHANGES IN NET ASSETS

(Amounts in Thousands)

 

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

 

     FOR THE YEARS ENDED
DECEMBER 31,
 
      2006     2005  
Increase in Net Assets Applicable to Common Shareholders:               

Net investment income

   $ 43,219     $ 70,662  

Net realized gain/(loss) on investments, options and futures and swaps

     (14,713 )     (26,575 )

Unrealized appreciation/(depreciation) on investments, options, futures and swaps

     3,613       (6,190 )
                

Increase in net assets resulting from operations

     32,119       37,897  
                

Dividends to preferred shareholders from net investment income

     (17,892 )     (13,473 )
                

Change in Net Assets Applicable to Common Shareholders Resulting from Operations

     14,227       24,424  
                

Distributions to Common Shareholders:

    

From net investment income

     (26,904 )     (57,513 )

From tax return of capital

     (13,478 )      
                

Net increase/(decrease) in net assets applicable to common shareholders

     (26,155 )     (33,089 )

Net Assets:

    

Beginning of year

     823,471       856,560  
                

End of year

   $ 797,316     $ 823,471  
                

Undistributed net investment income

   $     $ 575  
                
                  

 

See notes to financial statements.

 

12


Annual Report to Shareholders

FINANCIAL HIGHLIGHTS

 

Contained below is per share operating performance data for a share of common stock outstanding throughout each period shown, total investment return, ratios to average net assets and other supplemental data. This information has been derived from information in the financial statements.

 

    

FOR THE YEARS ENDED
DECEMBER 31,

 
      2006     2005     2004A  
Per Share Operating Performance:                      

Net asset value, beginning of year

   $ 13.46     $ 14.00     $ 14.33 B
                        

Net investment income

     .71 C     1.15       .97  

Net realized and unrealized gain/(loss) on investments

     (.19 )     (.53 )     (.32 )
                        

Total from investment operations

     .52       .62       .65  

Dividends paid to preferred shareholders

     (.29 )     (.22 )     (.08 )
                        

Total from investment operations applicable to common shareholders

     .23       .40       .57  
                        

Dividends paid to common shareholders from net investment income

     (.44 )     (.94 )     (.87 )

Dividends paid to common shareholders from tax return of capital

     (.22 )            
                        

Total distributions

     (.66 )     (.94 )     (.87 )
                        

Offering costs charged to paid-in capital

                 (.03 )
                        

Net asset value, end of year

   $ 13.03     $ 13.46     $ 14.00  
                        

Market value, end of year

   $ 11.57     $ 11.87     $ 12.82  
                        

Average market value per share, end of year

   $ 11.59     $ 12.58     $ 13.33  
                        

Total Investment Return Based On:D

      

Market value

     3.15 %     (0.26 )%     (8.73 )%E

Net asset value

     1.76 %     2.94 %     3.99 %E,F

Ratios and Supplemental Data:

      

Ratio of total expenses to average weekly net assets (including interest expense) attributable to:

      

Common sharesG

     1.43 %     1.47 %     1.30 %H

Total managed assetsG,I,J

     .95 %     .93 %     .83 %H
      

Ratio of net expenses to average weekly net assets (including interest expense) attributable to:

      

Common sharesK

     1.43 %     1.47 %     1.30 %H

Total managed assetsI,J,K

     .94 %     .93 %     .83 %H
      

Ratio of net expenses to average weekly net assets (excluding interest expense) attributable to:

      

Common sharesK

     1.15 %     1.20 %     1.09 %H

Total managed assetsI,J,K

     .76 %     .76 %     .70 %H
      

Ratio of net investment income to average weekly net assets attributable to:

      

Common shares

     5.39 %     8.46 %     8.42 %H

Total managed assetsI,J

     3.56 %     5.37 %     5.42 %H
      

Asset coverage on preferred shares, end of yearL

     N/A J     301 %     308 %

Portfolio turnover rate

     112 %     113 %     54 %E

Net assets at end of year (in thousands)

   $ 797,316     $ 823,471     $ 856,560  
                          

A

 

For the period February 27, 2004 (commencement of operations) to December 31, 2004.

B

 

Net of sales load of $0.675 on initial shares issued.

C

 

Computed using average daily shares outstanding.

D

 

Total return based on market value reflects changes in market value. Total return based on net asset value reflects changes in the Fund's net asset value during the period. Each figure includes reinvestments of distributions. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund's shares trade during the period. Total investment return is not annualized for periods of less than one year. Brokerage commissions are not reflected in the calculations.

E

 

Not annualized.

F

 

Total return on NAV includes offering costs. If offering costs were excluded, the total return would be 4.20%.

G

 

This ratio reflects total expenses before compensating balance credits.

H

 

Annualized.

I

 

Includes liquidation value of preferred shares.

J

 

The last series of preferred shares was redeemed on November 22, 2006.

K

 

This ratio reflects expenses net of compensating balance credits.

L

 

Asset coverage on preferred shares equals net assets of common shares plus the redemption value of the preferred shares divided by the value of outstanding preferred stock.

N/A – Not applicable.

See notes to financial statements.

 

13


Annual Report to Shareholders

NOTES TO FINANCIAL STATEMENTS

(Amounts in Thousands)

 

1. Significant Accounting Policies:

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 (“Fund”) is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified, closed-end management investment company. The Fund commenced operations on February 27, 2004.

 

The Fund’s primary investment objective is to provide current income for its shareholders. Capital appreciation, when consistent with current income, is a secondary investment objective.

 

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

 

Security Valuation

The Fund’s securities are valued on the basis of readily available market quotations or, lacking such quotations, at fair value as determined under policies approved by and under the general oversight of the Board of Trustees. In determining fair value, all relevant qualitative and quantitative factors available are considered. These factors are subject to change over time and are reviewed periodically. The Fund may use fair value pricing instead of market quotations to value one or more securities if the Fund believes that, because of special circumstances, doing so would more accurately reflect the prices the Fund expects to realize on the current sale of those securities. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from quoted or published values or from the values that would have been used had a ready market for the investments existed, and the differences could be material.

 

With respect to the Fund, where a security is traded on more than one market, which may include foreign markets, the securities are generally valued on the market considered by the Fund’s adviser to be the primary market. The Fund will value its foreign securities in U.S. dollars on the basis of the then-prevailing exchange rates.

 

Security Transactions

Security transactions are accounted for as of the trade date. Realized gains and losses from security transactions are reported on an identified cost basis for both financial reporting and federal income tax purposes.

 

Purchases and sales of investment securities (excluding short-term investments, U.S. government and U.S. government agency securities) aggregated $138,791 and $190,570, respectively, for the year ended December 31, 2006. Purchases and sales of U.S. government and government agency obligations were $1,135,939 and $1,526,667, respectively, for the year ended December 31, 2006.

 

Repurchase Agreements

The Fund may engage in repurchase agreement transactions. Under the terms of a typical repurchase agreement, a fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and a fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during a fund’s holding period. This arrangement results in a fixed rate of return that is not subject to market fluctuations during the fund’s holding period. The value of the collateral is at all times at least equal to the total amount of the repurchase obligation, including interest. In the event of counterparty default, a fund has the right to use the collateral to satisfy the terms of the repurchase agreement. However, there could be potential loss to the fund in the event the fund is delayed or prevented from exercising its right to dispose of the collateral securities, including the risk of a possible decline in the value of the collateral securities during the period in which the fund seeks to assert its rights. The Fund’s investment adviser reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Fund enters into repurchase agreements to evaluate potential risks.

 

Reverse Repurchase Agreements

The Fund may enter into reverse repurchase agreements. Under the terms of a typical reverse repurchase agreement, a fund sells a security subject to an obligation to repurchase the security from the buyer at an agreed-upon time and price, thereby determining the yield to the buyer during the buyer’s holding period. A reverse repurchase agreement involves the risk, among others, that the market value of the collateral retained by the fund may decline below the price of the securities the fund has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the fund’s use of the proceeds of the agreement may be restricted pending a

 

14


Annual Report to Shareholders

 

determination by the party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. In entering into reverse repurchase agreements, the Fund will maintain cash, U.S. government securities or other liquid high grade debt obligations at least equal in value to its obligations with respect to reverse repurchase agreements or will take other actions permitted by law to cover its obligations.

 

Options, Futures and Swap Agreements

The current market value of an exchange traded option is the last sale price or, in the absence of a sale, the price obtained by reference to broker-dealer quotations. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Futures contracts are marked-to-market on a daily basis. As the contract’s value fluctuates, payments known as variation margin are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. The daily changes in contract value are recorded as unrealized gains or losses, and the Fund recognizes a gain or loss when the contract is closed. Swap agreements are priced daily based upon valuations furnished by an independent pricing service or quotations provided by brokers and the change, if any, is recorded as unrealized appreciation or depreciation.

 

Short Sales

The Fund may sell a security it does not own in anticipation of a decline in the market price of that security. The Fund must then borrow the security sold short and deliver it to the dealer that brokered the short sale. A gain, limited to the price at which the security was sold short, or a loss, potentially unlimited in size, will be recognized upon the termination of the short sale. With respect to each short sale, the Fund must maintain collateral in a segregated account consisting of liquid assets with a value at least equal to the current market value of the shorted securities, marked-to-market daily, or take other actions permitted by law to cover its obligations. Dividend expenses and fees paid to brokers to borrow securities in connection with short sales are considered part of the short sale transactions. The Fund had no open short sales at December 31, 2006.

 

Distributions to Common Shareholders

Distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income are declared and paid monthly. Net capital gain distributions are declared and paid after the end of the tax year in which the gain is realized. An additional distribution may be made in December to the extent necessary in order to comply with federal excise tax requirements. Distributions are determined in accordance with federal income tax regulations, which may differ from those determined in accordance with accounting principles generally accepted in the United States of America; accordingly, periodic reclassifications are made within the Fund’s capital accounts to reflect income and gains available for distribution under federal income tax regulations. Interest income and expenses are recorded on the accrual basis. Bond discounts and premiums are amortized and included in interest income for financial reporting and federal income tax purposes.

 

Compensating Balance Credits

The Fund has an arrangement with its custodian bank, whereby a portion of the custodian’s fee is paid indirectly by credits earned on the Fund’s cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments.

 

Use of Estimates

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

 

Other

In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent upon claims that may be made against the Fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote.

 

2. Federal Income Taxes:

No provision for federal income or excise taxes is required since the Fund intends to continue to qualify as a regulated investment company and distribute substantially all of its taxable income and capital gain to its shareholders. Because federal income tax regulations differ from accounting principles generally accepted in the United States of America, income and capital

 

15


Annual Report to Shareholders

NOTES TO FINANCIAL STATEMENTS—Continued

 

gain distributions determined in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

 

Distributions to common shareholders of $26,904 and $13,478 during the year ended December 31, 2006, were characterized as ordinary income and return on capital, respectively. Distributions to preferred shareholders of $17,892 during the year ended December 31, 2006, were characterized as ordinary income.

 

Pursuant to federal income tax regulations applicable to investment companies, the Fund has elected to treat net capital losses realized between November 1 and December 31 of each year (“post-October loss”) as occurring on the first day of the following tax year. For the period ended December 31, 2006, realized capital and currency losses reflected in the accompanying financial statements, which will not be recognized for federal income tax purposes until 2007, are shown in the table below.

 

The tax basis components of net assets at December 31, 2006, were:

 

Unrealized appreciation

     $ 14,480  

Unrealized depreciation

       (5,172 )
          

Net unrealized appreciation/(depreciation)

       9,308  

Capital loss carryforwards

       (67,256 )

Post-October loss deferrals

       (1,189 )

Paid-in capital

       856,453  
          

Net assets

     $ 797,316  
          

 

The difference between book and tax basis unrealized depreciation is primarily due to the tax deferral of wash sale losses.

 

At December 31, 2006, the cost of investments for federal income tax purposes was $815,152.

 

The Fund intends to retain realized capital gains that may be offset against available capital loss carryforwards for federal income tax purposes. The Fund had unused capital loss carryforwards for federal income tax purposes at December 31, 2006, of $27,145, expiring in 2012, $10,088, expiring in 2013 and $30,023, expiring in 2014.

 

For financial reporting purposes, capital accounts and distributions to shareholders are adjusted to reflect the tax character of permanent book/tax differences. For the year ended December 31, 2006, the Fund recorded the following permanent reclassifications, which relate primarily to the reclassification of return of capital, income from swaps, and paydown transactions. Results of operations and net assets were not affected by these reclassifications.

 

Undistributed net investment income

     14,480  

Accumulated net realized gain/(loss)

     (1,002 )

Paid-in capital

     (13,478 )

 

3. Financial Instruments:

 

Options Transactions

As part of its investment program, the Fund may utilize options and futures. Options may be written (sold) or purchased by the Fund. When the Fund purchases a put or call option, the premium paid is recorded as an investment and its value is marked-to-market daily. When the Fund writes a put or call option, an amount equal to the premium received by the Fund is recorded as a liability and its value is marked-to-market daily.

 

16


Annual Report to Shareholders

 

When options, whether written or purchased, expire, are exercised or are closed (by entering into a closing purchase or sale transaction), the Fund realizes a gain or loss as described in the chart below:

 

Purchased option:    Impact on the Fund:
The option expires    Realize a loss in the amount of the cost of the option.
The option is closed through a closing sale transaction    Realize a gain or loss depending on whether the proceeds from the closing sale transaction are greater or less than the cost of the option.

The Fund exercises a call option

   The cost of the security purchased through the exercise of the option
will be increased by the premium originally paid to purchase the option.

The Fund exercises a put option

   Realize a gain or loss from the sale of the underlying security. The proceeds of that sale will be reduced by the premium originally paid to purchase the put option.
Written option:    Impact on the Fund:
The option expires    Realize a gain equal to the amount of the premium received.

The option is closed through a closing purchase transaction

   Realize a gain or loss without regard to any unrealized gain or loss on the underlying security and eliminate the option liability. The Fund will realize a loss in this transaction if the cost of the closing purchase exceeds the premium received when the option was written.
A written call option is exercised by the option purchaser    Realize a gain or loss from the sale of the underlying security. The proceeds of that sale will be increased by the premium originally received when the option was written.
A written put option is exercised by the option purchaser    The amount of the premium originally received will reduce the cost of the security that the Fund purchased when the option was exercised.

 

The risk associated with purchasing options is limited to the premium originally paid. Options written by the Fund involve, to varying degrees, risk of loss in excess of the option value reflected in the portfolio of investments. The risk in writing a covered call option is that the Fund may forgo the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market or, for over-the-counter options, because of the counterparty’s inability or unwillingness to perform.

 

Activity in written call and put options during the year ended December 31, 2006, was as follows:

 

       Calls        Puts  
       Actual
Contracts
       Premiums        Actual
Contracts
       Premiums  

Options outstanding at December 31, 2005

     3,027        $ 1,862               $  

Options written

     9,670          4,978        1,507          82  

Options closed

     (8,557 )        (4,772 )                

Options expired

     (3,250 )        (1,655 )      (1,298 )        (21 )

Options exercised

     (890 )        (413 )                
                                       

Options outstanding at December 31, 2006

            $        209        $ 61  
                                       

 

Swap Agreements

The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with ordinary portfolio transactions.

 

17


Annual Report to Shareholders

NOTES TO FINANCIAL STATEMENTS—Continued

 

Total return swaps are agreements to exchange the return generated by one instrument for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, the Fund will receive a payment from the counterparty. To the extent it is less, the Fund will make a payment to the counterparty. Periodic payments received or made by the Fund are recorded in the accompanying statements of operations as realized gains or losses, respectively.

 

The credit default swaps listed in the table below involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a “guarantor,” receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return, the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The Fund may enter into credit default swaps in which the Fund or its counterparty act as guarantors. By acting as the guarantor of a swap, the Fund assumes the market and credit risk of the underlying instrument, including liquidity and loss of value.

 

Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation/(depreciation). Gains or losses are realized upon termination of the swap agreement. Periodic payments and premiums received or made by the Fund are recorded in the accompanying statements of operations as realized gains or losses, respectively. Collateral, in the form of restricted cash or securities, may be required to be held in segregated accounts with the Fund’s custodian in compliance with swap contracts. Risks may exceed amounts recognized on the statement of assets and liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.

 

The following is a summary of all open credit default swap contracts outstanding as of December 31, 2006:

 

Agreement With:

 

Termination Date

 

The Fund
Agrees to Pay

 

The Fund
will Receive

  Contract
Notional Amount
  Unrealized
Appreciation/
(Depreciation)

JPMorgan Chase & Co.
(Eastman Kodak Corporation,
7.25%, due 11/15/13)

  March 20, 2011   Specified amount upon credit event noticeA   2.6% Quarterly   $ 10,000   $ 456

JPMorgan Chase & Co.
(Ford Motor Credit Corporation,
7%, due 10/1/13)

  March 20, 2011   Specified amount upon credit event noticeA   5.1% Quarterly     10,000     902

JPMorgan Chase & Co.
(General Motors Acceptance Corporation,
6.875%, due 8/28/12)

  March 20, 2011   Specified amount upon credit event noticeA   4.17% Quarterly     10,000     1,209
                 
        $ 30,000   $ 2,567
                 

A

 

Upon bankruptcy or failure to make a scheduled interest payment, the Fund will pay $1,000; upon default, the Fund will pay $10,000.

 

Futures

Upon entering into a futures contract, the Fund is required to deposit with the broker an amount of cash or cash equivalents equal to a percentage of the contract amount. This is known as the “initial margin.” Subsequent payments (“variation margin”) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. The daily changes in contract value are recorded as unrealized gains or losses and the Fund recognizes a realized gain or loss when the contract is closed. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded.

 

The Fund may enter into futures contracts for various reasons, including in connection with its interest rate management strategy. Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements.

 

18


Annual Report to Shareholders

 

The change in value of the futures contracts primarily corresponds with the value of the underlying instruments, which may not correlate with changes in interest rates, if applicable. In addition, there is a risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. The open futures positions and related appreciation or depreciation at December 31, 2006, are listed at the end of the Fund’s portfolio of investments.

 

Reverse Repurchase Agreements

For the year ended December 31, 2006, the average amount of reverse repurchase agreements outstanding was $43,972 and the daily weighted average interest rate was 4.97%.

 

As of December 31, 2006, the Fund did not hold any reverse repurchase agreements.

 

4. Common Shares:

Of the 61,184 shares of common stock outstanding at December 31, 2006, the Investment Manager owned 7 shares, and 102 shares had been issued pursuant to the Dividend Reinvestment Plan.

 

5. Preferred Shares (amounts are not in thousands):

Between November 9, 2006 and November 22, 2006, the 16,400 Auction Market Preferred Shares (“Preferred Shares”) outstanding consisting of five series: 3,280 shares each of Series M, Series T, Series W, Series TH, and Series F were redeemed. The Preferred Shares had a liquidation value of $25,000 per share, plus any accumulated but unpaid dividends whether or not earned or declared.

 

Prior to the liquidation date, dividends on all series of Preferred Shares were cumulative and were paid at a rate typically reset every seven days based on the results of an auction. Dividend rates ranged from 4.11% to 5.40% from January 1, 2006 to November 21, 2006, and the average rate was 4.90%. Under the 1940 Act, the Fund could not declare dividends or make other distributions on common shares or purchase any such shares if, at the time of declaration, distribution or purchase, asset coverage with respect to the outstanding Preferred Shares would be less than 200%.

 

6. Securities Lending:

The Fund may lend its securities to approved brokers to earn additional income and will receive cash and U.S. government securities as collateral against the loans. Cash collateral received is invested in a money market pooled account by the Fund’s lending agent. Collateral is maintained over the life of the loan in an amount not less than 100% of the value of the loaned securities. On December 31, 2006, the market value of securities on loan was $33,932.

 

7. Transactions With Affiliates and Certain Other Parties:

The Fund has entered into an Investment Advisory Agreement with Claymore Advisors, LLC (“Investment Adviser”), which provides for payment of a monthly fee computed at the annual rate of 0.60% of the Fund’s average weekly assets. The Investment Adviser has, in turn, entered into an Investment Management Agreement with Western Asset Management Company (“Investment Manager”), pursuant to which the Investment Manager provides investment management services to the Fund. In exchange for the services provided by the Investment Manager, the Investment Adviser pays a portion of the fees it receives from the Fund to the Investment Manager, at the annual rate of 0.27% of the Fund’s average weekly assets. “Average weekly assets” means the average weekly value of the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage). For purposes of calculating “average weekly assets,” neither the liquidation preference of any preferred shares outstanding nor any liabilities associated with any instrument or transactions used by the Investment Manager to leverage the Fund’s portfolio (whether or not such instruments or transactions are “covered” as described in the prospectus) is considered a liability.

 

Under an administrative agreement with the Fund, Legg Mason Fund Adviser, Inc. (“Administrator”), an affiliate of the Investment Manager, provides certain administrative and accounting functions for the Fund. In consideration for these services, the Fund pays the Administrator a monthly fee at an annual rate of $125.

 

8. Trustee Compensation (amounts are not in thousands):

Each Independent Trustee receives a fee of $15,000 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 receives an additional $2,000 for serving

 

19


Annual Report to Shareholders

NOTES TO FINANCIAL STATEMENTS—Continued

 

in that capacity. The Audit Committee Chairman and the Governance and Nominating Committee Chairman each receive an additional $1,500 for serving in their respective capacities. Members of the Audit Committee and the Governance and Nominating Committee receive $500 for each committee meeting attended.

 

9. Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 (“FIN 48” or the “Interpretation”), Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109. FIN 48 supplements FASB Statement 109, Accounting for Income Taxes and establishes financial reporting rules regarding recognition, measurement, presentation, and disclosure in its financial statements of tax positions that a fund has taken or expects to take on a tax return. Management has evaluated the impact of FIN 48 on the Fund and has determined that the adoption of FIN 48 will not have a material impact on the Fund’s financial statements. FIN 48 is effective for fiscal periods beginning after June 1, 2007.

 

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

 

20


Annual Report to Shareholders

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and Trustees of Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2:

 

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 (the “Fund”) at December 31, 2006, and the results of its operations, the changes in its net assets, and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

Baltimore, Maryland

February 23, 2007

 

21


Annual Report to Shareholders

TRUSTEES AND OFFICERS

 

The Trustees and officers of the Fund, their year of birth, and a description of their principal occupations during the past five years are listed below. Except as noted, each Trustee’s and officer’s principal occupation and business experience for the last five years has been with the employer(s) indicated, although in some cases the Trustee or officer may have held different positions with such employer(s). Unless otherwise indicated, the business address of the persons listed below is c/o Western Asset Management Company, 385 East Colorado Boulevard, Pasadena, CA 91101.

 

Name and Year Born   Position(s)
With the Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios in
Fund
Complex
Overseen
by Trustee(1)
  Other Directorships
Held by Trustee
Independent Trustees

Peter Erichsen

1956

  Trustee and Chairman of the Board of Trustees(2)(3)   Term expires in 2009; served since January 2004   Vice President, General Counsel and Secretary of the J. Paul Getty Trust (2001-present); Formerly: Vice President and General Counsel of the University of Pennsylvania (1997-2001).   2  

Philadelphia Stock Exchange and Philadelphia Stock Exchange’s Audit Committee (1999-present).

Michael Larson

1959

  Trustee(2)(3)   Term expires in 2008; served since September 2004   Chief Investment Officer for William H. Gates III (1994-present).   2   Pan American Silver Corp. (silver mining, development and exploration company) (1999-present).

Ronald A. Nyberg

1953

  Trustee(2)(3)   Term expires in 2009; served since January 2004   Principal of Ronald A. Nyberg, Ltd., a law firm specializing in corporate law, estate planning and business transactions (2000-present).   25  

None

Ronald E. Toupin, Jr.

1958

  Trustee(2)(3)   Term expires in 2007; served since January 2004   Formerly: Vice President, Manager and Portfolio Manager of Nuveen Asset Management, an investment advisory firm (1998-1999); Vice President and Portfolio Manager of Nuveen Investment Advisory Corporation, an investment advisory firm (1992-1999); Vice President and Manager of Nuveen Unit Investment Trusts (1991-1998); and Assistant Vice President and Portfolio Manager of Nuveen Unit Trusts (1988-1990), and John Nuveen & Company, Inc. (1982-1999).   23  

None

 

22


Annual Report to Shareholders

 

Name and Year Born   Position(s)
With the Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios in
Fund
Complex
Overseen
by Trustee(1)
  Other Directorships
Held by Trustee
Interested Trustees                    

Nicholas Dalmaso

1965

2455 Corporate West Drive, Lisle, IL 60532

  Trustee(4)   Term expires in 2008; served since January 2004   Senior Managing Director and General Counsel of Claymore Securities, Inc. (2000-present) and Claymore Advisors, LLC (2003-present); Director of Claymore Investments, Inc. (2004-present); Chief Executive Officer, Chief Legal Officer and Chief Compliance Officer to funds in Claymore Advisors fund complex (2004-present). Formerly: Assistant General Counsel of John Nuveen & Company, Inc. (1999-2001).   25  

None

Randolph L. Kohn

1947

  Trustee and President(5)   Term expires in 2007; served since January 2004(6)   President, Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund (2003-present); Director, Global Client Services and Marketing, Western Asset Management Company (1984-present). Formerly: Director (1996-2001) and Chairman (2000-2001), Arroyo Seco, Inc.   2   None
Officers(6)(7)                    

Gregory B. McShea

1965

  Vice President   Served since January 2004   General Counsel and Secretary of 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 (“LMWW”) (1997-2003).   N/A   N/A

 

23


Annual Report to Shareholders

TRUSTEES AND OFFICERS—Continued

 

Name and Year Born   Position(s)
With the Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios in
Fund
Complex
Overseen
by Trustee(1)
  Other Directorships
Held by Trustee

Marie K. Karpinski

1949

100 Light Street

Baltimore, MD 21202

  Treasurer and Principal Financial and Accounting Officer   Served since January 2004   Vice President, Legg Mason & Co., LLC (2005-present); Vice President, LMWW (1992-2005); Vice President (1986-present), Treasurer (1986-2006) and Chief Financial Officer (2006-present) of all Legg Mason open-end investment companies; Treasurer and Principal Financial and Accounting Officer of Western Asset Income Fund (2001-2006 and 2001-present, respectively), Western Asset Premier Bond Fund (2001-2006 and 2001-present, respectively), Western Asset Funds, Inc. (1999-2006 and 1990-present, respectively) and Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund (2003-present).   N/A   N/A

Amy M. Olmert

1963

100 Light Street

Baltimore, MD 21202

  Chief Compliance Officer  

Served since

September 2004

  Senior Vice President of Legg Mason, Inc. (2004-present); Vice President and Chief Compliance Officer of all Legg Mason open-end investment companies (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.   N/A   N/A

 

24


Annual Report to Shareholders

 

Name and Year Born   Position(s)
With the Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios in
Fund
Complex
Overseen
by Trustee(1)
  Other Directorships
Held by Trustee

Erin K. Morris

1966

100 Light Street

Baltimore, MD 21202

  Assistant Treasurer   Served since January 2004   Assistant Vice President and Manager, Funds Accounting, Legg Mason & Co., LLC (2005-present); Assistant Vice President (2002-2005) and Manager, Funds Accounting (2000-2005), of LMWW; Treasurer (2006-present) of Legg Mason Income Trust, Inc., Legg Mason Tax-Free Income Fund, Western Asset Income Fund, Western Asset Funds, Inc. and Western Asset Premier Bond Fund; Assistant Treasurer of the Western Asset Funds, Inc. (2001-2006), Western Asset Income Fund (2001-2006), Western Asset Premier Bond Fund (2001-2006), 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).   N/A   N/A

Melissa J. Nguyen

1978

2455 Corporate West

Drive, Lisle, IL 60532

  Secretary   Served since February 2006   Vice President of Claymore Securities, Inc. (2005-present); Secretary, Claymore Trust (2005-present), Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund (2006-present), MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund (2006-present), Claymore Exchange-Traded Fund Trust (2006-present) and Claymore/Raymond James SB-1 Equity Fund (2006-present). Formerly, Associate, Vedder, Price, Kaufman & Kammholz, P.C. (2003-2005).   N/A   N/A

 

25


Annual Report to Shareholders

TRUSTEES AND OFFICERS—Continued

 

Name and Year Born   Position(s)
With the Fund
  Term of
Office and
Length of
Time Served
  Principal Occupation(s)
During the Past Five Years
  Number of
Portfolios in
Fund
Complex
Overseen
by Trustee(1)
  Other Directorships
Held by Trustee

Steven M. Hill

1964

2455 Corporate West Drive, Lisle, IL 60532

  Assistant Treasurer   Served since May 2004   Senior Managing Director and Chief Financial Officer of Claymore Advisors, LLC and Claymore Securities, Inc. (2005-present). Managing Director of Claymore 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).   N/A   N/A

(1)

 

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. Western Asset Management Company 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, MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund, TS&W/Claymore Tax-Advantaged Balanced Fund, Madison/Claymore Covered Call Fund, Fiduciary/Claymore MLP Opportunity Fund, Fiduciary/Claymore Dynamic Equity Fund, Old Mutual/Claymore Long-Short Fund and Claymore/Raymond James SB-1 Equity Fund, each of which is a closed-end management investment company, and Claymore Trust, (consisting of five separate portfolios) and Claymore Exchange-Traded Fund Trust (consisting of nine separate portfolios) each an open-end management investment company. Additionally, Messrs. Nyberg and Dalmaso serve as Trustees for Advent Claymore Convertible Securities & Income Fund and Advent/Claymore Enhanced Growth & Income Fund, each a closed-end investment company. Each of these Funds is considered part of the same Fund Complex as the Fund.

(2)

 

Member of the Audit Committee of the Board of Trustees.

(3)

 

Member of the Governance and Nominating Committee of the Board of Trustees.

(4)

 

Mr. Dalmaso is an “interested person” (as defined in section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Fund because of his position as an officer of Claymore Advisors, LLC (“Investment Adviser”), the Fund’s investment adviser, and his ownership interest in Claymore Group, LLC, the parent company of that entity.

(5)

 

Mr. Kohn is an “interested person” (as defined above) of the Fund on the basis of his employment with Western Asset and certain of its affiliated entities (as disclosed above), as well as his ownership of certain shares of common stock of Legg Mason, Inc., Western Asset’s parent company. Mr. Kohn has previously informed the Board that he will be resigning as Trustee and President of the Fund effective as of February 28, 2007. On February 12, 2007, the Board of Trustees elected R. Jay Gerken as an interested Director and President of the Fund, effective as of March 1, 2007. Mr. Gerken is currently Managing Director of Legg Mason, Inc., President of Legg Mason Partners Fund Administration and serves as Director or Trustee and/or President and Chief Executive Officer of certain mutual funds associated with Legg Mason, Inc. or its affiliates.

(6)

 

Each officer shall hold 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.

(7)

 

Officers of the Fund are “interested persons” (as defined above).

 

26


Annual Report to Shareholders

TRUSTEES CONSIDERATION OF THE MANAGEMENT AND ADVISORY AGREEMENTS

 

The Independent Trustees considered the Investment Advisory Agreement (the “Advisory Agreement”) between Claymore Advisors, LLC (“Claymore”) and the Fund and the Investment Management Agreement (the “Management Agreement” and together with the Advisory Agreement, the “Agreements”) between Claymore and Western Asset Management Company (“Western Asset”) with respect to the Fund at meetings held on September 13, 2006 and October 31, 2006. At a meeting held on November 13, 2006, the Independent Trustees reported to the full Board of Trustees their considerations with respect to the Agreements, and the Board of Trustees, including a majority of the Independent Trustees, considered and approved renewal of the Agreements.

 

In arriving at their decision to renew the Agreements, the Trustees met with representatives of Claymore and Western Asset (together, the “Advisers”), including, in the case of Western Asset, relevant investment advisory personnel; reviewed a variety of information prepared by the Advisers and materials provided by Lipper Inc. (“Lipper”) and counsel to the Independent Trustees; reviewed performance and expense information for peer groups of comparable funds, selected and prepared by Lipper, and certain other products available from Western Asset for investments in U.S. TIPS; and requested and reviewed additional information as necessary. These reviews were in addition to information obtained by the Trustees at their regular quarterly meetings with respect to the Fund’s performance and other relevant matters, such as information on public trading in the Fund’s shares and differences between the Fund’s share price and net asset value per share, and related discussions with the Advisers’ personnel.

 

As part of their review, the Trustees examined Claymore’s ability to provide high quality oversight and administrative and shareholder support services to the Fund, and Western Asset’s ability to provide high quality investment management services to the Fund. The Trustees considered the experience of Claymore’s personnel in providing the types of services that Claymore is responsible for providing to the Fund, such as oversight of the Fund and Western Asset with respect to portfolio management, and written and oral communications with the closed-end fund analyst community, investment advisers and current and prospective shareholders; the ability of Claymore to attract and retain capable personnel; the capability and integrity of Claymore’s senior management and staff; and the level of skill required to provide such services to the Fund. The Trustees also considered the investment philosophy and research and decision-making processes of Western Asset; the experience of its key advisory personnel responsible for management of the Fund; the ability of Western Asset to attract and retain capable research and advisory personnel; the capability and integrity of Western Asset’s senior management and staff; and the level of skill required to manage the Fund, noting in particular the substantial complexities in purchasing fixed income securities of below investment grade quality and emerging markets debt instruments. In addition, the Trustees reviewed the quality of the Advisers’ services with respect to regulatory compliance and compliance with the investment policies of the Fund and conditions that might affect the Advisers’ ability to provide high quality services to the Fund in the future under the Agreements, including each Adviser’s business reputation, financial condition and operational stability. Based on the foregoing, the Trustees concluded that Western Asset’s investment process, research capabilities and philosophy were well suited to the Fund given its investment objectives and policies, that Claymore’s various services were valuable to the Fund and that the Advisers would be able to meet any reasonably foreseeable obligations under the Agreements.

 

In reviewing the quality of the services provided to the Fund, the Trustees also reviewed comparisons of the performance of the Fund to the performance of certain comparable peer groups selected by Lipper, including (i) a group consisting of the Fund and two other general U.S. government closed-end funds each of which invests at least 65% of its assets in U.S. government and agency issues (“Performance Group I”), (ii) a group consisting of the Fund and all leveraged closed-end general U.S. government funds regardless of asset size or primary channel of distribution (“Performance Universe I”), (iii) a group consisting of the Fund and seven open-end nonleveraged U.S. TIPS funds (“Performance Group II”), and (iv) a group consisting of the Fund and all open-end U.S. TIPS funds regardless of asset size or primary channel of distribution (“Performance Universe II”). The Trustees noted that the Fund had met its primary objective of producing current income, and though the performance of the Fund over most of the periods was below the average of Performance Group I and Performance Universe I, it was above the average of Performance Group II and Performance Universe II. The Trustees discussed the factors involved in the Fund’s relative performance, and noted the adverse impact on its 2006 performance of the difficult environment for U.S. TIPS during the year (as a result of increases in real interest rates in 2006 combined with substantial decreases in the Consumer Price Index for all Urban Consumers), which impact was magnified by the Fund’s current leverage strategy. As a result of ensuing discussions, management recommended and the Trustees approved redemption of the Fund’s outstanding auction market preferred shares, which was concluded by year-end. Under all the circumstances, the Trustees concluded that the Advisers’ management of the Fund would continue to be in the best interests of the shareholders.

 

27


Annual Report to Shareholders

TRUSTEES CONSIDERATION OF THE MANAGEMENT AND ADVISORY AGREEMENTS—Continued

 

The Trustees also gave substantial consideration to the advisory fee payable by the Fund to Claymore, the management fee payable by Claymore to Western Asset and the total expenses payable by the Fund. They reviewed information concerning fees paid to investment advisers of similarly-managed funds, the fees paid by Claymore’s other closed-end fund clients, as well as fees paid by Western Asset’s other clients, including separate accounts managed by Western Asset. The Trustees observed that, although the advisory fee paid by the Fund to Claymore was above the average of both of the two Lipper peer groups reviewed for expense comparison purposes, the Fund’s performance was also above the average of one of these peer groups and the Fund’s total expenses were below the average of the other. The Trustees considered that the advisory fee paid by the Fund to Claymore was below the average of the fees paid to Claymore by other closed-end fund clients; that Claymore was responsible for payment of the management fees to Western Asset; and that the net fee retained by Claymore was below its fees from other closed-end fund clients. The Trustees noted that the management fee paid by Claymore to Western Asset was generally higher than the fees paid by clients of Western Asset for accounts with similar investment strategies, but that the administrative and operational responsibilities for Western Asset with respect to the Fund were also relatively higher and that the Fund’s investment strategy included investments in asset classes other than U.S. TIPS, which was generally not the case for Western Asset’s other clients. In light of these differences, the Trustees concluded that the differences in management fees from those paid by Western Asset’s other clients were reasonable. The Trustees noted that the Fund’s total expenses were below the average of the Lipper peer group consisting of ten leveraged closed-end funds.

 

The Trustees further evaluated the benefits of the advisory relationship to the Advisers, including, among others, the profitability of the relationship to the Advisers; the direct and indirect benefits that the Advisers may receive from their relationship with the Fund, including the “fallout benefits,” such as reputational value derived from serving as investment manager or adviser; and the affiliation between Western Asset and Legg Mason Fund Adviser, Inc., the Fund’s administrator. In that connection, the Trustees concluded that the Advisers’ profitability was consistent with levels of profitability that had been determined by courts not to be excessive.

 

Finally, the Trustees considered, in light of the profitability information provided by the Advisers, the extent to which economies of scale would be realized by the Advisers as the assets of the Fund grow. The Trustees concluded that, because the Fund is a closed-end fund and does not make a continuous offer of its securities, the Fund’s size was relatively fixed and it would be unlikely that the Advisers would realize economies of scale from the Fund’s growth. The Trustees further noted that, as the Advisers’ profitability was consistent with levels of profitability that had been determined by courts not to be excessive, any economies of scale that may currently exist were being appropriately shared with shareholders.

 

In their deliberations with respect to these matters, the Independent Trustees were advised by their independent counsel, who are independent of the Advisers within the meaning of the SEC rules regarding the independence of counsel. The Independent Trustees weighed the foregoing matters in light of the advice given to them by their independent counsel as to the law applicable to the review of investment advisory contracts. In arriving at a decision, the Trustees, including the Independent Trustees, did not identify any single matter as all-important or controlling, and the foregoing summary does not detail all the matters considered. The Trustees judged the terms and conditions of the Agreements, including the investment advisory fees, in light of all of the surrounding circumstances.

 

Based upon their review, the Trustees, including all of the Independent Trustees, determined, in the exercise of their business judgment, that they were satisfied with the quality of investment advisory services being provided by Western Asset and the advisory, oversight, administrative and after-market support services being provided by Claymore; that the fees to be paid to the Advisers under the relevant Agreements were fair and reasonable, given the scope and quality of the services rendered by each Adviser; and that approval of the Agreements was in the best interest of the Fund and its shareholders.

 

28


Annual Report to Shareholders

PRIVACY POLICY

 

 

The Fund is committed to keeping nonpublic personal information secure and confidential. This notice is intended to help a shareholder understand how the Fund fulfills this commitment.

 

From time to time, the Fund, through its Service Provider, may collect a variety of personal information, including:

 

   

Information received on applications and forms, via the telephone, and through websites;

 

   

Information about transactions with the Fund, affiliates, or others (such as purchases, sales, or account balances); and

 

   

Information about shareholders received from consumer reporting agencies.

 

The Fund does not disclose shareholder nonpublic personal information, except as permitted by applicable law or regulation. For example, the Fund may share this information with others in order to process transactions. Any information provided to companies that perform services on behalf of the Fund, such as printing and mailing, or to other financial institutions with which the Fund has joint marketing agreements are required to protect the confidentiality of shareholders information and to use it only to perform the services for which the companies are hired.

 

The Fund, through its Service Provider, maintains physical, electronic, and procedural safeguards to protect shareholder non-public personal information Access to this information is restricted.

 

If a shareholder decides at some point either to close his/her account(s) or become an inactive customer, the Fund will continue to adhere to these privacy policies and practices with respect to shareholder nonpublic personal information.

 

This notice is being provided on behalf of:

 

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2


Western Asset/Claymore U.S. Treasury

Inflation Protected Securities Fund 2

 

The Board of Trustees

Peter C. Erichsen, Chairman

Randolph L. Kohn, President

Nicholas Dalmaso

Michael Larson

Ronald A. Nyberg

Ronald E. Toupin, Jr.

 

Officers

Gregory B. McShea, Vice President

Amy M. Olmert, Chief Compliance Officer

Marie K. Karpinski, Treasurer and Principal Financial and Accounting Officer

Steven M. Hill, Assistant Treasurer

Erin K. Morris, Assistant Treasurer

Melissa J. Nguyen, Secretary

 

Investment Adviser

Claymore Advisors, LLC

2455 Corporate West Drive

Lisle, IL 60532

 

Investment Manager

Western Asset Management Company

385 East Colorado Boulevard

Pasadena, CA 91101

 

Custodian

State Street Bank & Trust Company

P.O. Box 1031

Boston, MA 02103

 

Counsel

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

 

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

250 West Pratt Street

Baltimore, MD 21201

 

Transfer Agent

Computershare Trust Company, N.A.

P.O. Box 43010

Providence, RI 02940-3010

This report is sent to shareholders of Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.

 

In accordance with Section 23(c) of the Investment Company Act of 1940, the Fund hereby gives notice that it may, from time to time, repurchase its shares in the open market at the option of the Board of Trustees, and on such terms as the Board of Trustees shall determine.

 

WIW-AR-06


Item 2. Code of Ethics

(a) Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 (“Registrant”) has adopted a Code of Ethics, as defined in the instructions to Item 2 of Form N-CSR, that applies to the Registrant’s principal executive, financial and accounting officers, a copy of which is attached as an exhibit to this Form N-CSR.

(b) Omitted.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.


Item 3. Audit Committee Financial Expert

The Audit Committee of the Registrant’s Board of Trustees is comprised solely of Trustees who are “independent” (as such term has been defined by the Securities and Exchange Commission (“SEC”) in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002 (the “Regulations”)). In addition, the Board of Trustees of the Registrant has determined that Mr. Ronald E. Toupin, Jr. qualifies as an “audit committee financial expert” (as such term has been defined in the Regulations) based on its review of his pertinent experience, knowledge and education. The SEC has stated that the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liabilities imposed on such person as a member of the Audit Committee and the Board of Trustees in absence of such designation or identification.

Item 4. Principal Accounting Fees and Services

(a) Audit Fees

Fiscal Year Ended December 31, 2005—$27,200

Fiscal Year Ended December 31, 2006—$28,800

(b) Audit-Related Fees

Fiscal Year Ended December 31, 2005—$6,500

Fiscal Year Ended December 31, 2006—$0

During the year ended December 31, 2005, review of the rating agency compliance testing for the Registrant’s auction market preferred shares outstanding was reviewed.

PricewaterhouseCoopers LLP did not bill fees for non-audit services that required preapproval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the Registrant’s last two fiscal years.

(c) Tax Fees

Fiscal Year Ended December 31, 2005—$1,050

Fiscal Year Ended December 31, 2006—$1,100


Services include preparation of federal and state income tax returns and preparation of excise tax returns.

PricewaterhouseCoopers LLP did not bill fees for tax services that required preapproval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the Registrant’s last two fiscal years.

(d) All Other Fees

There were no fees billed to the Registrant during each of the last two fiscal years by PricewaterhouseCoopers LLP that were not disclosed in Items 4(a), (b) or (c).

PricewaterhouseCoopers LLP did not bill fees for services not included in Items 4(a), (b) or (c) above that required preapproval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the Registrant’s last two fiscal years.

(e) (1) The Audit Committee has determined that all work performed for the Registrant by PricewaterhouseCoopers LLP will be pre-approved by the full Audit Committee and, therefore, has not adopted preapproval policies and procedures.

      (2) None.

(f) Not applicable.

(g) Non-Audit Fees

Fiscal Year Ended December 31, 2005—$152,047

Fiscal Year Ended December 31, 2006—$12,500

(h) The Audit Committee of the Registrant has considered whether the non-audit services that were rendered by the Registrant’s principal accountant to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the investment adviser and that were not preapproved by the Audit Committee are compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants

The Registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit


Committee of the Registrant is comprised of Peter Erichsen, Michael Larson, Ronald A. Nyberg and Ronald E. Toupin, Jr.

Item 6. Schedule of Investments

The schedule of investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the annual report to shareholders contained in Item 1 hereof.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

The Registrant has delegated the voting of proxies relating to its portfolio securities to its adviser, Western Asset Management Company (the “Sub-Adviser”). The Proxy Voting Policies and Procedures of the Sub-Adviser are attached as an exhibit to this Form N-CSR.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

As of (date of filing), 2007, a team of investment professionals at the Sub-Adviser, led by Chief Investment Officer S. Kenneth Leech, Deputy Chief Investment Officer Stephen A. Walsh, and Portfolio Manager Peter H. Stutz, manages the Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 (the “Fund”).

Messrs. Leech and Walsh have each served as portfolio managers for the Sub-Adviser for over 10 years. Mr. Stutz has served as a portfolio manager for the Sub-Adviser since 1997.

The Fund is managed by a team of portfolio managers, sector specialists and other investment professionals. Mr. Leech and Mr. Walsh serve as co-team leaders responsible for day-to-day strategic oversight of the Fund’s investments and for supervising the day-to-day operations of the various sector specialist teams dedicated to the specific asset classes in which the Fund invests. Mr. Stutz is responsible for portfolio structure, including sector allocation, duration weighting and term structure decisions.

Other Accounts

As of December 31, 2006, in addition to the Fund, the portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:


S. Kenneth Leech:

 

Type of Account

   Number of
Accounts
Managed
   Total Assets Managed    Number of Accounts
Managed for which
Advisory Fee is
Performance-Based
   Assets Managed
for which
Advisory Fee is
Performance-Based

Registered Investment Companies

   135    $ 101,777,319,224    0      0

Other pooled investment vehicles

   119    $ 125,569,214,102    0      0

Other accounts

   953    $ 274,000,744,331    96    $ 31,138,791,430
Stephen A. Walsh:            

Registered Investment Companies

   135    $ 101,777,319,224    0      0

Other pooled investment vehicles

   119    $ 125,569,214,102    0      0

Other accounts

   953    $ 274,000,744,331    96    $ 31,138,791,430
Peter H. Stutz:            

Registered Investment Companies

   3    $ 1,685,899,328    0      0

Other pooled investment vehicles

   0      0    0      0

Other accounts

   15    $ 2,340,534,208    2    $ 214,115,738

Note: With respect to Mr. Leech and Mr. Walsh, the numbers above reflect the overall number of portfolios managed by the Sub-Adviser. Mr. Leech and Mr. Walsh are involved in the management of all the Sub-Adviser’s portfolios, but they are not solely responsible for particular portfolios. The Sub-Adviser’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. The individuals that have been identified are responsible for overseeing implementation of the Sub-Adviser’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

Potential Conflicts of Interest (as of December 31, 2006)

Potential conflicts of interest may arise in connection with the management of multiple accounts (including accounts managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of the Fund’s trades, investment opportunities and broker selection. Portfolio managers may be privy to the size, timing and possible market impact of the Fund’s trades.


It is possible that an investment opportunity may be suitable for both the Fund and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to the Fund because the account pays a performance-based fee or the portfolio manager, the Sub-Adviser or an affiliate has an interest in the account. The Sub-Adviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis in an attempt to mitigate any conflict of interest. Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions for the Fund, the Sub-Adviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Sub-Adviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for the Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or the other account(s) involved. Additionally, the management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of the Fund and/or other account.

It is theoretically possible that portfolio managers could use information to the advantage of other accounts they manage and to the possible detriment of the Fund. For example, a portfolio manager could short sell a security for an account immediately prior to the Fund’s sale of that security. To address this conflict, the Sub-Adviser has adopted procedures for reviewing and comparing selected trades of alternative investment accounts (which may make directional trades such as short sells) with long-only accounts (which includes the Fund) for timing and pattern-related issues. Trading decisions for alternative investment and long-only accounts may not be identical even though the same portfolio manager may manage both types of accounts. Whether the Sub-Adviser allocates a particular investment opportunity to only alternative investment accounts or to alternative investment and long-only accounts will depend on the investment strategy being implemented. If, under the circumstances, an investment opportunity is appropriate for both its alternative investment and long-only accounts, then it will be allocated to both on a pro-rata basis.

A portfolio manager may also face other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict of


interest that could be deemed to exist in managing both the Fund and the other accounts listed above.

Compensation of Portfolio Managers (as of December 31, 2006)

With respect to the compensation of the portfolio managers, the Sub-Adviser’s compensation system assigns each employee a total compensation “target” and a respective cap, which are derived from annual market surveys that benchmark each role with their job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results.

Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.

In addition, employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Sub-Adviser, and are determined by the professional’s job function and performance as measured by a formal review process. All bonuses are completely discretionary. One of the principal factors considered is a portfolio manager’s investment performance versus appropriate peer groups and benchmarks. Because portfolio managers are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are compensated on the performance of the aggregate group of similar accounts, rather than a specific account. A smaller portion of a bonus payment is derived from factors that include client service, business development, length of service to the Sub-Adviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Sub-Adviser’s business.

Finally, in order to attract and retain top talent, all professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason, Inc. stock options and long-term incentives that vest over a set period of time past the award date.

Portfolio Manager Ownership of Fund Securities

The following table provides the dollar range of securities beneficially owned by each portfolio manager as of December 31, 2006:

 

Portfolio Manager

   Dollar Range of Fund
Securities Beneficially Owned

S. Kenneth Leech

   None

Stephen A. Walsh

   $500,001-$1,000,000

Peter H. Stutz

   $1-$10,000


Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that have been implemented since the Registrant last provided disclosure in response to the requirements of this Item 10.

Item 11. Controls and Procedures

(a) The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods in the SEC’s rules and forms and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the Registrant’s internal control over financial reporting during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits

(a)(1) Code of Ethics subject to the disclosure required by Item 2—filed as an exhibit hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940—filed as an exhibit hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940—filed as an exhibit hereto.

(c) Proxy Voting Policies and Procedures pursuant to the disclosure required by Item 7—filed as an exhibit hereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

By: /s/ Randolph L. Kohn

Randolph L. Kohn

President, Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

Date: February 28, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By: /s/ Randolph L. Kohn

Randolph L. Kohn

President, Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

Date: February 28, 2007

By: /s/ Marie K. Karpinski

Marie K. Karpinski

Treasurer and Principal Financial and Accounting Officer

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

Date: February 27, 2007

EX-99.CODE 2 dex99code.htm CODE OF ETHICS Code of Ethics

Code of Conduct for Principal Executive and Financial Officers

 

I. Covered Officers/Purpose of the Code

This Code of Ethics (this “Code”) contemplated by Section 406 of the Sarbanes-Oxley Act of 2002 has been adopted by and applies to the Funds Principal Executive Officers, Principal Financial Officers and Principal Accounting Officers (the “Covered Officers,” each of whom is identified in Addendum A) for the purpose of promoting:

 

   

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

   

full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;

 

   

compliance with applicable laws and governmental rules and regulations;

 

   

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

   

accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to conflicts of interest.

 

II. Covered Officers Should Handle Ethically Actual or Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of the Covered Officer’s family, receives improper personal benefits as a result of the Covered Officer’s position with a Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act of 1940 (including the regulations thereunder, the “Investment Advisers Act”). For example, Covered Officers may not engage in certain transactions (such as the purchase or sale of portfolio securities or other property) with a Fund because of their status as “affiliated persons” of a Fund. The compliance programs and procedures of a Fund and its investment adviser and investment manager (together, the “Advisers”) and other service providers are designed to prevent, or


identify and correct, violations of many of those provisions, although they are not designed to provide absolute assurance as to those matters. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. See also Section V of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between a Fund and the Advisers, or a Fund and any other service provider to a Fund of which the Covered Officers are also officers or employees (including, without limitation, Legg Mason Fund Adviser, Inc. and Claymore Securities, Inc.). As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether for a Fund, for the Advisers, for any such other service provider or any combination thereof), be involved in establishing policies and implementing decisions that will have different effects on the Advisers or such other service provider, on the one hand, and a Fund, on the other hand. The participation of the Covered Officers in such activities is inherent in the contractual relationships between a Fund and its service providers and is consistent with the performance by the Covered Officers of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the 1940 Act, the Investment Advisers Act, other applicable law and a Fund’s constitutional documents, such activities will be deemed to have been handled ethically for purposes of this Code. In addition, it is recognized by a Funds’ Boards of Trustees (“Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes and that such service, by itself, does not give rise to a conflict of interest.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not the subject of provisions of the 1940 Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund, unless the personal interest has been disclosed to and approved by other officers of a Fund or a Fund’s Board or a committee of a Fund’s Board that has no such personal interest.

****

Each Covered Officer must not:

 

   

use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of a Fund;


   

cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of a Fund; or

 

   

retaliate against any other Covered Officer or any employee of a Fund or its service providers for reports of potential violations that are made in good faith.

There are some conflict of interest situations that, if material, should always be approved by the Chief Legal Officer of a Fund. These conflict of interest situations are listed below:

 

   

service on the board of directors or governing board of a publicly traded entity;

 

   

the receipt of any non-nominal gifts from persons or entities who have or are seeking business relationships with the Fund;

 

   

the receipt of any entertainment from any company with which a Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

   

any ownership interest in, or any consulting or employment relationship with, any entities doing business with a Fund (other than the Advisers or their affiliates or, to the extent that such interest or relationship is disclosed to the Board before such officer is elected, any other Fund service provider or its affiliates). This restriction shall not apply to or otherwise limit the ownership of publicly traded securities so long as the Covered Person’s ownership does not exceed 2% of the outstanding securities of the relevant class.

 

   

a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment with the Advisers or their affiliates (or, to the extent that such employment is disclosed to the Board before such officer is elected, with any other Fund service provider or its affiliates). This restriction shall not apply to or otherwise limit the ownership of publicly traded securities so long as the Covered Person’s ownership does not exceed 2% of the outstanding securities of the relevant class.

 

III. Disclosure and Compliance

 

   

each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside a Fund, including to a Fund’s Board and auditors, and to governmental regulators and self-regulatory organizations;


   

each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of a Fund and the Advisers and, as applicable, other Fund service providers or with counsel to a Fund with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents a Fund files with, or submits to, the SEC and in other public communications made by a Fund (which, for sake of clarity, does not include any sales literature, omitting prospectuses, or “tombstone” advertising prepared by a Fund’s principal underwriter(s)); and

 

   

it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

IV. Reporting and Accountability

Each Covered Officer must:

 

   

upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to a Fund that he or she has received, read and understands the Code;

 

   

provide full and fair responses to all questions asked in a Fund’s periodic Trustee and Officer Questionnaire as well as with respect to any supplemental request for information; and

 

   

notify the Chief Legal Officer of a Fund promptly if he or she knows of any material violation of this Code.

The Chief Legal Officer of a Fund is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by the Chief Legal Officer, other than those expressly contemplated herein, will be considered by the audit committee (the “Committee”).

A Fund will follow these procedures in investigating and enforcing this Code:

 

   

the Chief Legal Officer will take all appropriate action to investigate any potential material violations reported to him, which actions may include the use of internal or external counsel, accountants or other personnel;

 

   

if, after such investigation, the Chief Legal Officer believes that no material violation has occurred, the Chief Legal Officer is not required to take any further action;


   

any matter that the Chief Legal Officer believes is a material violation will be reported to the Committee;

 

   

if the Committee concurs that a material violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Advisers or other applicable service provider or its board; or a recommendation to dismiss the Covered Officer;

 

   

the Committee will be authorized to grant waivers, as it deems appropriate;

 

   

any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

V. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by a Fund for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of a Fund or the Advisers or other Fund service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they conflict with the provisions of this Code. A Fund’s and its Advisers’ and service providers’ codes of ethics under Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act and the Advisers’ and other service providers’ more detailed compliance policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

VI. Amendments

 

  a. Any amendments to this Code, other than amendments to Addendum A, must be approved or ratified by a majority vote of the Board.

 

VII. Confidentiality

 

  a. All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than to the Board of Trustees of a Fund or the board or counsel for any other registered investment company for which a Covered Person serves in a similar capacity or as otherwise authorized by the Board.

 

VIII.   Internal Use

The Code is intended solely for the internal use by a Fund and does not constitute an admission, by or on behalf of a Fund, as to any fact, circumstance or legal conclusion.


Addendum A

Persons Covered by this Code of Ethics

 

Principal Executive Officer

  

Principal Financial Officer

  

Principal Accounting Officer

Randolph L. Kohn

and any successor

President or Chief Executive

Officer of the Fund

  

Marie K. Karpinski,

and any successor

Treasurer or Principal Financial

and Accounting Officer

  

Marie K. Karpinski,

and any successor

Treasurer or Principal Financial

and Accounting Officer

EX-99.CERT 3 dex99cert.htm CERTIFICATION PURSUANT TO SECTION 302 Certification Pursuant to Section 302

Certification Filed as Exhibit 12(a)(2) to Form N-CSR

CERTIFICATION

I, Randolph L. Kohn, certify that:

1. I have reviewed this report on Form N-CSR of Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2007

/s/ Randolph L. Kohn

Randolph L. Kohn

President

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

 


Certification Filed as Exhibit 12(a)(2) to Form N-CSR

CERTIFICATION

I, Marie K. Karpinski, certify that:

1. I have reviewed this report on Form N-CSR of Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2007

/s/ Marie K. Karpinski

Marie K. Karpinski

Treasurer and Principal Financial and Accounting Officer

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2

EX-99.906CERT 4 dex99906cert.htm CERTIFICATION PURSUANT TO SECTION 906 Certification Pursuant to Section 906

Certification Filed as Exhibit 12(b) to Form N-CSR

CERTIFICATION

I, Randolph L. Kohn, president of Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 (the “Fund”), certify that, to my knowledge:

1. The Fund’s periodic report on Form N-CSR for the period ended December 31, 2006, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Form N-CSR fairly presents, in all material aspects, the financial condition and results of operations of the Fund.

 

/s/ Randolph L. Kohn     February 28, 2007
Randolph L. Kohn     Date
President    


Certification Filed as Exhibit 12(b) to Form N-CSR

CERTIFICATION

I, Marie K. Karpinski, treasurer and principal financial and accounting officer of Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 (the “Fund”), certify that, to my knowledge:

1. The Fund’s periodic report on Form N-CSR for the period ended December 31, 2006, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Form N-CSR fairly presents, in all material aspects, the financial condition and results of operations of the Fund.

 

/s/ Marie K. Karpinski     February 28, 2007
Marie K. Karpinski     Date
Treasurer and Principal Financial and Accounting Officer    
EX-99.12(C) 5 dex9912c.htm PROXY VOTING GUIDELINES Proxy Voting Guidelines

Proxy Voting Guidelines

The Proxy Voting Policies and Procedures of the Funds are the proxy voting policies and procedures of Western Asset Management Company and Western Asset Management Company Limited, which are set forth below.

Background

Western Asset Management Company and Western Asset Management Company Limited (together “Western Asset”) have adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). Our authority to vote the proxies of our clients is established through investment management agreements or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, trustees or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset Management Company Limited) regarding the voting of any securities owned by its clients.

Policy

Western Asset’s proxy voting procedures are designed and implemented in a way that is reasonably expected to ensure that proxy matters are handled in the best interest of our clients. While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration Western Asset’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent Western Asset deems appropriate).

Procedures

Responsibility and Oversight

The Western Asset Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

At account start-up, or upon amendment of an IMA, the applicable client IMA will be reviewed to determine whether Western Asset has authority to vote client proxies. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Client Account Transition Team maintains a matrix of proxy voting authority.

Proxy Gathering

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.


Proxy Voting

Once proxy materials are received by Corporate Actions, they are forwarded to the Compliance Department for coordination and the following actions:

 

  a. Proxies are reviewed to determine accounts impacted.

 

  b. Impacted accounts are checked to confirm Western Asset voting authority.

 

  c. Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)

 

  d. If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

 

  e. Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Compliance Department.

 

  f. Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

Timing

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

  a. A copy of Western Asset’s policies and procedures.

 

  b. Copies of proxy statements received regarding client securities.

 

  c. A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

 

  d. Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

 

  e. A proxy log including:

 

  1. Issuer name;

 

  2. Exchange ticker symbol of the issuer’s shares to be voted;

 

  3. Council on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

  4. A brief identification of the matter voted on;

 

  5. Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

  6. Whether a vote was cast on the matter;

 

  7. A record of how the vote was cast; and


  8. Whether the vote was cast for or against the recommendation of the issuer’s management team.

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

Disclosure

Western Asset’s proxy policies are described in the firm’s Part II of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

Conflicts of Interest

All proxies are reviewed by the Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

  1. Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

  2. Whether Western or an officer or Trustee of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, Trustee or person who is a candidate for Trustee of the company or is a participant in a proxy contest; and

 

  3. Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of Trustees; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

 

  I. Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of Trustees. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of Trustees. More specific guidelines related to certain board-approved proposals are as follows:

Matters relating to the Board of Trustees

Western Asset votes proxies for the election of the company’s nominees for Trustees and for board-approved proposals on other matters relating to the board of Trustees the following exceptions:

 

  a. Votes are withheld for the entire board of Trustees if the board does not have a majority of independent Trustees or the board does not have nominating, audit and compensation committees composed solely of independent Trustees.

 

  b. Votes are withheld for any nominee for Trustee who is considered an independent Trustee by the company and who has received compensation from the company other than for service as a Trustee.


  c. Votes are withheld for any nominee for Trustee who attends less than 75% of board and committee meetings without valid reasons for absences.

 

  d. Votes are cast on a case-by-case basis in contested elections of Trustees.

Matters relating to Executive Compensation

Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

  a. Except where the firm is otherwise withholding votes for the entire board of Trustees, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

  b. Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

 

  c. Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

  d. Except where the firm is otherwise withholding votes for the entire board of Trustees, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

Matters relating to Capitalization

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of Trustees.

 

  a. Western Asset votes for proposals relating to the authorization of additional common stock.

 

  b. Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

 

  c. Western Asset votes for proposals authorizing share repurchase programs.

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

Matters relating to Anti-Takeover Measures

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

  a. Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

  b. Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

Other Business Matters

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

  a. Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

  b. Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.


II. Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of Trustees on all shareholder proposals, except as follows:

 

  1. Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

  2. Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

 

  3. Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of Trustees.

III. Voting Shares of Investment Companies

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II, above, are voted in accordance with those guidelines.

 

  1. Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

  2. Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

IV. Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in foreign issuers—i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

  1. Western Asset votes for shareholder proposals calling for a majority of the Trustees to be independent of management.

 

  2. Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 

  3. Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

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-----END PRIVACY-ENHANCED MESSAGE-----