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

811-21403

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

(Exact name of registrant as specified in charter)

 

385 East Colorado Boulevard, Pasadena, CA

 

91101

(Address of principal executive offices)

 

(Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(888)777-0102

 

 

Date of fiscal year end:

December 31

 

 

Date of reporting period:

December 31, 2011

 

 


 


 

ITEM 1.                                                     REPORT TO STOCKHOLDERS.

 

The Annual Report to Stockholders is filed herewith.

 


 


 

December 31, 2011

 

 

 

Annual Report

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund
(WIA)

 

 

 

   INVESTMENT PRODUCTS: NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE

 

 


 

II

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

 

 

Investment objectives

 

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

 

What’s inside

 

Letter to shareholders

II

 

 

Investment commentary

V

 

 

Fund overview

1

 

 

Fund at a glance

5

 

 

Spread duration

6

 

 

Effective duration

7

 

 

Schedule of investments

8

 

 

Statement of assets and liabilities

12

 

 

Statement of operations

13

 

 

Statements of changes in net assets

14

 

 

Financial highlights

15

 

 

Notes to financial statements

16

 

 

Report of independent registered public accounting firm

32

 

 

Board approval of management agreements

33

 

 

Additional information

36

 

 

Annual principal executive officer and principal financial officer certifications

41

 

 

Other shareholder communications regarding accounting matters

42

 

 

Dividend reinvestment plan

43

 

 

Important tax information

45

 

Letter to shareholders

 

Dear Shareholder,

 

We thank you for your investment in Western Asset/Claymore Inflation-Linked Securities & Income Fund. As investment adviser for the Fund, we are pleased to submit the Fund’s annual shareholder report for the twelve-month reporting period ended December 31, 2011.

 

For the twelve-month period ended December 31, 2011, the Fund returned 11.53% based on its net asset value (“NAV”)i and 2.54% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmarks, the Barclays U.S. Government Inflation-Linked 1-10 Year Indexii and the Barclays U.S. Government Inflation-Linked All Maturities Indexiii, returned 9.00% and 13.98%, respectively, for the same period. The Barclays World Government Inflation-Linked All Maturities Indexiv and the Fund’s Custom Benchmarkv returned 10.65% and 13.42%, respectively, over the same time frame. All Fund returns cited — whether based on NAV or market price — assume the reinvestment of all distributions. Past performance does not guarantee future results. The market price of the Fund’s shares fluctuates from time to time, and it may be higher or lower than the Fund’s NAV.

 

The largest contributor to the Fund’s absolute performance during the reporting period was its exposure to U.S. Treasury Inflation-Protected Securities (“TIPS”)vi. They generated strong results given declining Treasury yields and rising inflation expectations in the U.S. late in the reporting period.

 

Our allocations to Australian and Canadian inflation-linked securities (“linkers”) were also rewarded. They generated strong results given the countries’ relative strength versus other developed countries, as well as periods of rising inflation expectations.

 

A number of the Fund’s investment grade bonds also benefited the Fund’s performance. In particular, our holdings in Kraft Foods, Anheuser-Busch, Berkshire Hathaway and Citigroup Inc. were among our top performing positions.

 

The largest detractor from the Fund’s absolute performance for the period was its allocation to French linkers. They performed poorly given the fallout from the European sovereign debt crisis and declining inflation expectations.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

III

 

 

A number of our “fallen angels” (corporate bonds that were previously investment grade quality but were subsequently downgraded to below investment grade status) were drags on the Fund’s performance. Detracting the most was our position in General Motors.

 

The Fund employed U.S. Treasury futures and options, Eurodollar futures and options, and Euriborvii options during the reporting period to manage its yield curveviii positioning and durationix. The use of these instruments detracted from performance. Credit default swaps were used to manage our credit exposure. The use of these instruments detracted slightly from performance. Currency forwards and currency options, which were used to manage our currency exposures, contributed to results.

 

As of December 31, 2011, the Fund’s market price of $12.64 per share represented a discount of 10.61% to its NAV of $14.14 per share. In January and February of 2011, the Fund provided its investors with monthly distributions of $0.035 per share. In each month from March through December of 2011, the Fund paid monthly distributions of $0.032 per share. In addition, in December 2011, the Fund paid a supplemental distribution of $0.0825 per share. Also in December, the Fund made its January 2012 distribution of $0.032 per share, which will be paid on January 31, 2012 to shareholders of record as of December 30, 2011. The supplemental distribution and the January 2012 distribution consisted solely of net investment income and were made to allow the Fund to meet its distribution requirement for 2011. Total distributions of $0.5045 during 2011 represented an annual distribution rate of 3.99% based on the Fund’s last closing market price of $12.64 as of December 31, 2011.

 

The Fund’s investment objective is to provide current income. Capital appreciation, when consistent with current income, is a secondary objective. Under normal market conditions and at the time of purchase, the Fund will invest:

 

·             At least 80% of its total managed assetsx in inflation-linked securities

 

·             At least 60% of its total managed assets in U.S. TIPS

 

·             No more than 40% of its total managed assets in non-U.S. dollar investments, which gives the Fund the flexibility to invest up to 40% of its total managed assets in non-U.S. dollar inflation-linked securities (no more than 20% of its non-U.S. dollar exposure may be unhedged)

 

Each of the foregoing policies is a non-fundamental policy that may be changed without shareholder approval. The Fund has also adopted the following non-fundamental policy, which, to the extent required by applicable law, may only be changed after notice to shareholders: under normal market conditions, the Fund will invest at least 80% of its total managed assets in inflation-protected securities and non-inflation-protected securities and instruments with the potential to enhance the Fund’s income. The Fund will not invest in bonds that are below investment grade quality at the time of purchase. Up to 20% of the Fund’s portfolio securities may represent corporate debt securities of investment grade quality at the time of their purchase that are not inflation-linked securities. To the extent permitted by the foregoing policies, the Fund may invest in emerging market debt securities.

 


 

IV

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

 

 

Letter to shareholders (cont’d)

 

Reverse repurchase agreements and other forms of leverage will not exceed 38% of the Fund’s total managed assets. The Fund currently expects that the average effective durationxi of its portfolio will range between zero and fifteen years, although this target duration may change from time to time.

 

Shareholders have the opportunity to reinvest their dividends from the Fund through the Dividend Reinvestment Plan (“DRIP”), which is described in detail on page 42 of this report. In general, if shares are trading at a discount to NAV, the DRIP takes advantage of the discount by reinvesting the monthly dividend distribution in common shares of the Fund purchased in the market at a price less than NAV. Conversely, when the market price of the Fund’s common shares is at a premium above NAV, the DRIP reinvests participants’ dividends in newly-issued common shares at NAV, subject to an IRS limitation that the purchase price cannot be more than 5% below the market price per share. The DRIP provides a cost-effective means to accumulate additional shares.

 

We appreciate your investment and look forward to serving your investment needs in the future. For the most up-to-date information on your investment, please visit the Fund’s website at www.guggenheimfunds.com/wia.

 

Sincerely,

 

Western Asset Management Company

 

January 31, 2012

 

i                Net asset value (“NAV”) is calculated by subtracting total liabilities, including liabilities associated with financial leverage (if any) from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares.

ii             The Barclays U.S. Government Inflation-Linked 1-10 Year Index measures the performance of the intermediate U.S. TIPS market.

iii          The Barclays U.S. Government Inflation-Linked All Maturities Index measures the performance of the U.S. TIPS market. The Index includes TIPS with one or more years remaining maturity with total outstanding issue size of $500 million or more.

iv           The Barclays World Government Inflation-Linked All Maturities Index measures the performance of the major government inflation-linked bond markets.

v              The Custom Benchmark is comprised of 90% Barclays U.S. Government Inflation-Linked All Maturities Index and 10% Barclays Capital U.S. Credit Index. The Barclays Capital U.S. Credit Index is an index composed of corporate and non-corporate debt issues that are investment grade (rated Baa3/BBB- or higher).

vi           U.S. Treasury Inflation-Protected Securities (“TIPS”) are inflation-indexed securities issued by the U.S. Treasury in five-year, ten-year and twenty-year maturities. The principal is adjusted to the Consumer Price Index, the commonly used measure of inflation. The coupon rate is constant, but generates a different amount of interest when multiplied by the inflation-adjusted principal.

vii        The Euro Interbank Offered Rate (“Euribor”) is the benchmark rate at which euro interbank term deposits within the Eurozone are offered by one prime bank to another prime bank.

viii     The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

ix            Duration is the measure of the price sensitivity of a fixed-income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows.

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

xi            Effective duration measures the expected sensitivity of market price to changes in interest rates, taking into account the effects of structural complexities. (For example, some bonds can be prepaid by the issuer.)

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

V

 

 

Investment commentary

 

Economic review

 

Economic growth in the U.S. accelerated over the twelve months ended December 31, 2011. However, the pace of the expansion was less robust than during most other periods exiting a severe recession. U.S. gross domestic product (“GDP”)i growth, as reported by the U.S. Department of Commerce, was 0.4% and 1.3% in the first and second quarters of 2011, respectively. Third quarter GDP growth then rose to 1.8%. The economy then gathered further momentum late in the year, as the Commerce Department’s initial estimate for fourth quarter GDP growth was 2.8% — the fastest pace since the second quarter of 2010. This was attributed, in part, to higher consumer spending, which rose 2.0% in the fourth quarter, versus 1.7% and 0.7% gains in the third and second quarters, respectively.

 

Two factors holding back the economy were the weak job market and continued strains in the housing market. While there was some improvement in early 2011 and late in the reporting period, unemployment remained elevated. When 2011 began, unemployment, as reported by the U.S. Department of Labor, was 9.4%. After dipping below 9.0% in March 2011 (to 8.9%), unemployment moved back to 9.0% in April. Unemployment stayed above 9.0% over the next five months before declining to 8.9% in October. Unemployment then fell to 8.6% in November and 8.5% in December, the latter being the lowest rate since February 2009. The housing market showed some encouraging signs, although home prices still appear to be searching for a bottom. Looking back, existing-home sales moved somewhat higher in January 2011, according to the National Association of Realtors (“NAR”). Existing-home sales then fluctuated over the next eight months before rising during each of the last three months of the year. In addition, the year ended with the lowest inventory of unsold homes since April 2006. However, existing-home prices remained weak versus a year ago, with the NAR reporting that the median existing-home price for all housing types was $164,500 in December 2011, down 2.5% from December 2010.

 

While the manufacturing sector continued to expand, it experienced a soft patch during a portion of the reporting period. Based on the Institute for Supply Management’s PMI (“PMI”)ii, in February 2011, the manufacturing sector expanded at its fastest pace since May 2004, with a reading of 61.4 (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). The PMI then generally moderated over the next several months and was 50.6 in August 2011, its lowest reading in two years. However, the manufacturing sector gained some momentum late in the period and ended December at 53.9, its highest reading in the last six months.

 

The Federal Reserve Board (“Fed”)iii took a number of actions as it sought to meet its dual mandate of fostering maximum employment and price stability. As has been the case since December 2008, the Fed kept the federal funds rateiv at a historically low range between zero and 0.25%. In addition, in August 2011, the Fed declared its intention to keep the federal funds rate steady until mid-2013. Then, in September 2011, the Fed announced its intention to purchase $400 billion of longer-term Treasury securities and to sell an equal amount of shorter-term Treasury securities by June 2012 (often referred to as “Operation Twist”). At its meeting in December, the Fed potentially opened the door to another round of

 


 

VI

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

 

 

Investment commentary (cont’d)

 

quantitative easing in 2012, saying it is “prepared to employ its tools to promote a stronger economic recovery in a context of price stability.” Finally, in January 2012 (after the reporting period ended), the Fed extended the period it expects to keep rates on hold, saying “economic conditions — including low rates of resource utilization and a subdued outlook for inflation over the medium run — are likely to warrant exceptionally low levels for the federal funds rate at least through late 2014.”

 

As always, thank you for your confidence in our stewardship of your assets.

 

Sincerely,

 

Western Asset Management Company

 

January 27, 2012

 

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results.

 

i                Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

ii             The Institute for Supply Management’s PMI is based on a survey of purchasing executives who buy the raw materials for manufacturing at more than 350 companies. It offers an early reading on the health of the manufacturing sector.

iii          The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments.

iv           The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

1

 

 

Fund overview

 

Q. What is the Fund’s investment strategy?

 

A. The Fund’s investment objective is to provide current income. Capital appreciation, when consistent with current income, is a secondary investment objective. Under normal market conditions and at the time of purchase, the Fund will invest at least 80% of its total managed assetsi in inflation-linked securities and at least 60% of its total managed assets in U.S. Treasury Inflation-Protected Securities (“TIPS”)ii. The Fund may also invest up to 40% of its total managed assets in non-U.S. dollar investments, which gives the Fund flexibility to invest up to 40% of its total managed assets in non-U.S. dollar inflation-linked securities (no more than 20% of its non-U.S. dollar exposure may be unhedged). The Fund will not invest in bonds that are below investment grade quality at the time of purchase. The Fund currently expects that the average effective durationiii of its portfolio will range between zero and fifteen years, although this target duration may change from time to time. There can be no assurance that the Fund will achieve its investment objectives.

 

At Western Asset Management Company (“Western Asset”), the Fund’s investment adviser, we utilize a fixed-income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio managers, research analysts and an in-house economist. Under this team approach, management of client fixed-income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization.

 

Q. What were the overall market conditions during the Fund’s reporting period?

 

A. Given changing perceptions for the economy and a number of macro issues, the performance of the spread sectors (non-Treasuries) fluctuated during the reporting period. Most spread sectors rallied during the first four months of the period as expectations for the economy were generally positive. While the spread sectors generally posted positive results in May, they underperformed equal-durationiv Treasuries. Risk aversion then increased from June through September given a host of disappointing economic data, a further escalation of the European sovereign debt crisis and the Standard & Poor’s rating downgrade of U.S. sovereign debt. However, most spread sectors rallied in October given hopes of progress in Europe and some better-than-expected economic data. While risk aversion returned in November given an escalation of the European sovereign debt crisis, risk appetite returned in December as the economy appeared to gather some momentum heading into 2012.

 

Both short- and long-term Treasury yields fluctuated but, overall, moved lower during the reporting period. When the period began, two- and ten-year Treasury yields were 0.61% and 3.30%, respectively. Yields initially moved higher given expectations for stronger growth in 2011 and the potential for rising inflation. Two- and ten-year Treasury yields peaked at 0.87% and 3.75%, respectively, in February 2011. Yields then declined during much of the next seven months due to disappointing economic data and several flights to quality. Two-year

 


 

2

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Fund overview (cont’d)

 

Treasuries hit their low for the reporting period of 0.16% on September 19, 2011. Ten-year Treasuries reached their reporting period trough of 1.72% on September 22, 2011. Yields then moved higher in October as investor risk appetite increased. Two-year Treasury yields were then relatively stable during the last two months of the year, whereas ten-year Treasury yields declined in November and December. When the reporting period ended on December 31, 2011, two-year Treasury yields were 0.25% and ten-year Treasury yields were 1.89%. All told, the Barclays Capital U.S. Aggregate Indexv returned 7.84% for the twelve months ended December 31, 2011.

 

Inflation was fairly contained during the reporting period. For the twelve months ended December 31, 2011, the seasonally unadjusted rate of inflation, as measured by the Consumer Price Index for All Urban Consumers (“CPI-U”)vi, was 3.0%. The CPI-U less food and energy was 2.2% over the same time frame. Inflation-protected securities generated strong results during the twelve months ended December 31, 2011, with the Barclays Capital U.S. TIPS Indexvii gaining 13.56%.

 

Q. How did we respond to these changing market conditions?

 

A. A number of adjustments were made to the Fund during the reporting period. We increased our allocation to cash and reduced our exposures to U.S. TIPS, non-agency mortgage-backed securities (“MBS”) and “fallen angels” (corporate bonds that were previously investment grade quality but were subsequently downgraded to below investment grade status). We also pared the Fund’s exposure to investment grade corporate bonds, largely by reducing its allocation to the Financials sector.

 

The Fund employed U.S. Treasury futures and options, Eurodollar futures and options, and Euriborviii options during the reporting period to manage its yield curveix positioning and duration. The use of these instruments detracted from performance. Credit default swaps were used to manage our credit exposure. The use of these instruments detracted slightly from performance. Currency forwards and currency options, which were used to manage our currency exposures, contributed to results.

 

Performance review

 

For the twelve months ended December 31, 2011, Western Asset/Claymore Inflation-Linked Securities & Income Fund returned 11.53% based on its net asset value (“NAV”)x and 2.54% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmarks, the Barclays U.S. Government Inflation-Linked 1-10 Year Indexxi and the Barclays U.S. Government Inflation-Linked All Maturities Indexxii, returned 9.00% and 13.98%, respectively, for the same period. The Barclays World Government Inflation-Linked All Maturities Indexxiii and the Fund’s Custom Benchmarkxiv returned 10.65% and 13.42%, respectively, over the same time frame.

 

During the twelve-month period, the Fund made distributions to shareholders totaling $0.5045 per share. The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of December 31, 2011. Past performance is no guarantee of future results.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

3

 

 

Performance Snapshot as of December 31, 2011

 

Price Per Share

12-Month
Total Return*

$14.14 (NAV)

11.53%†

$12.64 (Market Price)

2.54%‡

 

All figures represent past performance and are not a guarantee of future results.

 

*            Total returns are based on changes in NAV or market price, respectively.

              Total return assumes the reinvestment of all distributions at NAV.

            Total return assumes the reinvestment of all distributions in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

 

Q. What were the leading contributors to performance?

 

A. The largest contributor to the Fund’s absolute performance during the reporting period was its exposure to U.S. TIPS. They generated strong results given declining Treasury yields and rising inflation expectations in the U.S. late in the reporting period.

 

Our allocations to Australian and Canadian inflation-linked securities (“linkers”) were also rewarded. They generated strong results given the countries’ relative strength versus other developed countries, as well as periods of rising inflation expectations.

 

A number of the Fund’s investment grade bonds also benefited the Fund’s performance. In particular, our holdings in Kraft Foods, Anheuser-Busch, Berkshire Hathaway and Citigroup Inc. were among our top performing positions.

 

Q. What were the leading detractors from performance?

 

A. The largest detractor from the Fund’s absolute performance for the period was its allocation to French linkers. They performed poorly given the fallout from the European sovereign debt crisis and declining inflation expectations.

 

A number of our fallen angel bond holdings were drags on the Fund’s performance. Detracting the most was our position in General Motors.

 

Thank you for your investment in Western Asset/Claymore Inflation-Linked Securities & Income Fund. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

 

Sincerely,

 

Western Asset Management Company

 

January 17, 2012

 

RISKS: Bonds are subject to a variety of risks, including interest rate, credit and inflation risks. As interest rates rise, bond prices fall, reducing the value of a fixed-income investment’s price. The Fund is subject to the additional risks associated with inflation-protected securities, including liquidity risk, prepayment risk, extension risk and deflation risk. Investments in foreign companies, including emerging markets, involve risks beyond those inherent solely in domestic investments. Leverage may cause a fund to be more volatile than if the fund had not been leveraged, which may increase the risk of investment loss. To the extent that the Fund invests in asset-backed, mortgage-backed or mortgage-related securities, its exposure to prepayment and extension risks may be greater than investments in other fixed-income securities. International investments are

 


 

4

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Fund overview (cont’d)

 

subject to currency fluctuations, as well as social, economic and political risks. These risks are magnified in emerging markets.

 

Portfolio holdings and breakdowns are as of December 31, 2011 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 8 through 11 for a list and percentage breakdown of the Fund’s holdings.

 

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of December 31, 2011 were: U.S. Treasury Inflation-Protected Securities (89.9%), Non-U.S. Treasury Inflation-Protected Securities (4.7%), Corporate Bonds & Notes (1.5%), Collateralized Mortgage Obligations (0.9%) and Sovereign Bonds (0.4%). The Fund’s portfolio composition is subject to change at any time.

 

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

 

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

ii             U.S. Treasury Inflation-Protected Securities (“TIPS”) are inflation-indexed securities issued by the U.S. Treasury in five-year, ten-year and twenty-year maturities. The principal is adjusted to the Consumer Price Index, the commonly used measure of inflation. The coupon rate is constant, but generates a different amount of interest when multiplied by the inflation-adjusted principal.

iii          Effective duration measures the expected sensitivity of market price to changes in interest rates, taking into account the effects of structural complexities. (For example, some bonds can be prepaid by the issuer.)

iv           Duration is the measure of the price sensitivity of a fixed-income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows.

v              The Barclays Capital U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity.

vi           The Consumer Price Index for All Urban Consumers (“CPI-U”) is a measure of the average change in prices over time of goods and services purchased by households, which covers approximately 87% of the total population and includes, in addition to wage earners and clerical worker households, groups such as professional, managerial and technical workers, the self-employed, short-term workers, the unemployed and retirees and others not in the labor force.

vii        The Barclays Capital U.S. TIPS Index represents an unmanaged market index made up of U.S. Treasury Inflation-Linked Index securities.

viii     The Euro Interbank Offered Rate (“Euribor”) is the benchmark rate at which euro interbank term deposits within the Eurozone are offered by one prime bank to another prime bank.

ix            The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

x               Net asset value (“NAV”) is calculated by subtracting total liabilities and outstanding preferred stock (if any) from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total investments) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares.

xi            The Barclays U.S. Government Inflation-Linked 1-10 Year Index measures the performance of the intermediate U.S. TIPS market.

xii         The Barclays U.S. Government Inflation-Linked All Maturities Index measures the performance of the U.S. TIPS market. The Index includes TIPS with one or more years remaining maturity with total outstanding issue size of $500 million or more.

xiii      The Barclays World Government Inflation-Linked All Maturities Index measures the performance of the major government inflation-linked bond markets.

xiv       The Custom Benchmark is comprised of 90% Barclays U.S. Government Inflation-Linked All Maturities Index and 10% Barclays Capital U.S. Credit Index. The Barclays Capital U.S. Credit Index is an index composed of corporate and non-corporate debt issues that are investment grade (rated Baa3/BBB- or higher).

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

5

 

 

Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

The bar graph above represents the composition of the Fund’s investments as of December 31, 2011 and December 31, 2010 and does not include derivatives such as forward foreign currency contracts, futures contracts, written options and swap contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 


 

6

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Spread duration (unaudited)

 

Economic Exposure — December 31, 2011

 

 

Spread duration measures the sensitivity to changes in spreads. The spread over Treasuries is the annual risk-premium demanded by investors to hold non-Treasury securities. Spread duration is quantified as the % change in price resulting from a 100 basis points change in spreads. For a security with positive spread duration, an increase in spreads would result in a price decline and a decline in spreads would result in a price increase. This chart highlights the market sector exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 


BUSGIMI 

— Barclays U.S. Government Inflation-Linked All Maturities Index

HY

— High Yield

IG Credit

— Investment Grade Credit

MBS

— Mortgage Backed Securities

WIA

— Western Asset/Claymore Inflation-Linked Securities & Income Fund

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

7

 

 

Effective duration (unaudited)

 

Interest Rate Exposure — December 31, 2011

 

 

Effective duration measures the sensitivity to changes in relevant interest rates. Effective duration is quantified as the % change in price resulting from a 100 basis points change in interest rates. For a security with positive effective duration, an increase in interest rates would result in a price decline and a decline in interest rates would result in a price increase. This chart highlights the interest rate exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 


BUSGIMI 

— Barclays U.S. Government Inflation-Linked All Maturities Index

IG Credit

— Investment Grade Credit

WIA

— Western Asset/Claymore Inflation-Linked Securities & Income Fund

 


 

8

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Schedule of investments

December 31, 2011

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

Security

 

Rate

 

Maturity
Date

 

 

Face
Amount†

 

Value

 

U.S. Treasury Inflation Protected Securities — 89.9%

 

 

 

 

 

 

 

U.S. Treasury Bonds, Inflation Indexed

 

2.375

%

1/15/25

 

4,817,093

 

$

6,124,481

 

U.S. Treasury Bonds, Inflation Indexed

 

2.000

%

1/15/26

 

60,557,380

 

74,438,282

 

U.S. Treasury Bonds, Inflation Indexed

 

1.750

%

1/15/28

 

20,666,043

 

24,852,529

 

U.S. Treasury Bonds, Inflation Indexed

 

2.500

%

1/15/29

 

3,596,391

 

4,798,092

 

U.S. Treasury Bonds, Inflation Indexed

 

3.875

%

4/15/29

 

5,330,538

 

8,306,060

 

U.S. Treasury Bonds, Inflation Indexed

 

2.125

%

2/15/40

 

4,452,470

 

5,975,006

 

U.S. Treasury Bonds, Inflation Indexed

 

2.125

%

2/15/41

 

5,552,580

 

7,499,886

 

U.S. Treasury Notes, Inflation Indexed

 

2.000

%

4/15/12

 

25,888,416

 

26,001,678

 

U.S. Treasury Notes, Inflation Indexed

 

0.625

%

4/15/13

 

2,613,972

 

2,658,083

 

U.S. Treasury Notes, Inflation Indexed

 

2.000

%

1/15/14

 

32,523,974

 

34,442,368

 

U.S. Treasury Notes, Inflation Indexed

 

1.250

%

4/15/14

 

15,717,566

 

16,470,295

 

U.S. Treasury Notes, Inflation Indexed

 

2.000

%

7/15/14

 

4,973,258

 

5,358,297

 

U.S. Treasury Notes, Inflation Indexed

 

1.625

%

1/15/15

 

4,458,871

 

4,808,964

 

U.S. Treasury Notes, Inflation Indexed

 

0.500

%

4/15/15

 

12,120,492

 

12,682,010

 

U.S. Treasury Notes, Inflation Indexed

 

1.875

%

7/15/15

 

1,519,203

 

1,675,395

 

U.S. Treasury Notes, Inflation Indexed

 

2.000

%

1/15/16

 

14,523,275

 

16,233,158

 

U.S. Treasury Notes, Inflation Indexed

 

0.125

%

4/15/16

 

4,247,019

 

4,427,517

 

U.S. Treasury Notes, Inflation Indexed

 

2.500

%

7/15/16

 

12,613,950

 

14,588,815

 

U.S. Treasury Notes, Inflation Indexed

 

2.375

%

1/15/17

 

15,090,970

 

17,517,311

 

U.S. Treasury Notes, Inflation Indexed

 

1.625

%

1/15/18

 

15,942,685

 

18,154,733

 

U.S. Treasury Notes, Inflation Indexed

 

1.375

%

7/15/18

 

8,600,073

 

9,736,900

 

U.S. Treasury Notes, Inflation Indexed

 

2.125

%

1/15/19

 

2,953,048

 

3,509,975

 

U.S. Treasury Notes, Inflation Indexed

 

1.250

%

7/15/20

 

13,435,473

 

15,196,782

 

U.S. Treasury Notes, Inflation Indexed

 

1.125

%

1/15/21

 

20,102,030

 

22,418,468

 

U.S. Treasury Notes, Inflation Indexed

 

0.625

%

7/15/21

 

11,714,452

 

12,531,723

 

Total U.S. Treasury Inflation Protected Securities
(Cost — $329,682,945)

 

 

 

 

 

 

 

370,406,808

 

Asset-Backed Securities — 0.4%

 

 

 

 

 

 

 

 

 

Ameriquest Mortgage Securities Inc., 2005-R11 A2D

 

0.624

%

1/25/36

 

50,000

 

40,405

(a)

Amresco Residential Securities Mortgage Loan Trust, 1997-3 M1A

 

0.849

%

9/25/27

 

2,015

 

1,625

(a)

Asset-Backed Funding Certificates, 2004-OPT2 M1

 

1.119

%

8/25/33

 

40,000

 

29,258

(a)

Bayview Financial Asset Trust, 2007-SR1A A

 

0.744

%

3/25/37

 

515,529

 

342,826

(a)(b)

Countrywide Asset-Backed Certificates, 2002-4 A1

 

1.034

%

2/25/33

 

1,572

 

1,510

(a)

EMC Mortgage Loan Trust, 2004-C A1

 

0.844

%

3/25/31

 

29,998

 

24,187

(a)(b)

Novastar Home Equity Loan, 2003-2 A1

 

0.904

%

9/25/33

 

925,397

 

779,574

(a)

SLC Student Loan Trust, 2008-1 A4A

 

2.146

%

12/15/32

 

100,000

 

102,430

(a)

Structured Asset Securities Corp., 2002-AL1 A3

 

3.450

%

2/25/32

 

260,133

 

238,151

 

Total Asset-Backed Securities (Cost — $1,221,343)

 

 

 

 

 

 

 

1,559,966

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

9

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

Security

 

Rate

 

Maturity
Date

 

 

Face
Amount†

 

Value

 

Collateralized Mortgage Obligations — 0.9%

 

 

 

 

 

 

 

 

 

Banc of America Mortgage Securities, 2003-D

 

2.872

%

5/25/33

 

58,455

 

$

53,877

(a)

Banc of America Mortgage Securities, 2005-F 2A2

 

2.871

%

7/25/35

 

115,983

 

87,675

(a)

Bear Stearns Adjustable Rate Mortgage Trust, 2004-9 24A1

 

5.262

%

11/25/34

 

167,471

 

155,094

(a)

Chase Mortgage Finance Corp., 2007-A1 2A3

 

2.757

%

2/25/37

 

43,276

 

37,888

(a)

Countrywide Alternative Loan Trust, 2004-J1

 

6.000

%

2/25/34

 

7,781

 

7,909

 

Countrywide Home Loans, 2005-R2 1AF1

 

0.634

%

6/25/35

 

550,693

 

462,360

(a)(b)

Countrywide Home Loans, 2005-R3 AF

 

0.694

%

9/25/35

 

988,084

 

811,342

(a)(b)

Countrywide Home Loans Mortgage Pass-Through Trust, 2003-56 6A1

 

2.929

%

12/25/33

 

515,491

 

455,241

(a)

Countrywide Home Loans Mortgage Pass-Through Trust, 2005-09 1A1

 

0.594

%

5/25/35

 

170,111

 

97,852

(a)

CS First Boston Mortgage Securities Corp., 2004-AR6 2A1

 

2.737

%

10/25/34

 

41,375

 

35,553

(a)

GSR Mortgage Loan Trust, 2004-11 1A1

 

2.775

%

9/25/34

 

283,588

 

201,568

(a)

Indymac Inda Mortgage Loan Trust, 2007-AR7 1A1

 

5.734

%

11/25/37

 

169,778

 

121,613

(a)

JPMorgan Mortgage Trust, 2003-A1 1A1

 

2.002

%

10/25/33

 

72,862

 

70,455

(a)

JPMorgan Mortgage Trust, 2004-A1 1A1

 

4.756

%

2/25/34

 

25,149

 

24,320

(a)

JPMorgan Mortgage Trust, 2006-A2 5A1

 

2.648

%

11/25/33

 

15,871

 

14,996

(a)

Merrill Lynch Mortgage Investors Inc., 2003-H A3

 

2.029

%

1/25/29

 

11,612

 

10,586

(a)

Merrill Lynch Mortgage Investors Trust, 2004-A1 2A1

 

2.424

%

2/25/34

 

32,210

 

28,979

(a)

Morgan Stanley Capital I, 2004-RR2 X, IO

 

0.782

%

10/28/33

 

760,391

 

5,703

(a)(b)(c)

Residential Asset Mortgage Products Inc., 2004-SL2 A4

 

8.500

%

10/25/31

 

17,300

 

18,432

 

Residential Asset Mortgage Products Inc., 2004-SL4 A5

 

7.500

%

7/25/32

 

128,985

 

118,094

 

Sequoia Mortgage Trust, 2003-8 A1

 

0.925

%

1/20/34

 

34,292

 

28,849

(a)

Structured Adjustable Rate Mortgage Loan Trust, 2005-3XS A3

 

1.034

%

1/25/35

 

231,886

 

228,986

(a)

Thornburg Mortgage Securities Trust, 2007-4 2A1

 

6.039

%

9/25/37

 

229,930

 

204,113

(a)

WaMu Mortgage Pass-Through Certificates, 2003-AR8 A

 

2.485

%

8/25/33

 

29,787

 

27,943

(a)

WaMu Mortgage Pass-Through Certificates, 2007-HY1 1A1

 

5.159

%

2/25/37

 

323,374

 

201,040

(a)

Washington Mutual Inc. MSC Pass-Through Certificates, 2004-RA1 2A

 

7.000

%

3/25/34

 

42,310

 

45,041

 

Washington Mutual Inc. Pass-Through Certificates, 2003-AR10 A7

 

2.449

%

10/25/33

 

107,641

 

101,512

(a)

Total Collateralized Mortgage Obligations (Cost — $2,603,790)

 

 

 

3,657,021

 

 

See Notes to Financial Statements.

 


 

10

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Schedule of investments (cont’d)

December 31, 2011

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

Security

 

Rate

 

Maturity
Date

 

 

Face
Amount†

 

Value

 

Corporate Bonds & Notes — 1.5%

 

 

 

 

 

 

 

 

 

Consumer Staples — 0.6%

 

 

 

 

 

 

 

 

 

Beverages — 0.2%

 

 

 

 

 

 

 

 

 

Anheuser-Busch InBev Worldwide Inc., Senior Notes

 

3.625

%

4/15/15

 

680,000

 

$

724,095

 

Food Products — 0.4%

 

 

 

 

 

 

 

 

 

Kraft Foods Inc., Senior Notes

 

4.125

%

2/9/16

 

1,650,000

 

1,791,450

 

Total Consumer Staples

 

 

 

 

 

 

 

2,515,545

 

Energy — 0.0%

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels — 0.0%

 

 

 

 

 

 

 

 

 

Gazprom, Loan Participation Notes, Senior Notes

 

6.510

%

3/7/22

 

190,000

 

192,850

(b)

Financials — 0.6%

 

 

 

 

 

 

 

 

 

Capital Markets — 0.0%

 

 

 

 

 

 

 

 

 

Kaupthing Bank HF, Subordinated Notes

 

7.125

%

5/19/16

 

2,060,000

 

0

(b)(c)(d)(e)(f)

Commercial Banks — 0.0%

 

 

 

 

 

 

 

 

 

Glitnir Banki HF, Subordinated Notes

 

6.693

%

6/15/16

 

1,240,000

 

0

(b)(c)(d)(e)(f)

Diversified Financial Services — 0.6%

 

 

 

 

 

 

 

 

 

Bank of America Corp., Senior Notes

 

4.500

%

4/1/15

 

940,000

 

907,087

 

Citigroup Inc., Senior Notes

 

6.010

%

1/15/15

 

1,590,000

 

1,661,081

 

Total Diversified Financial Services

 

 

 

 

 

 

 

2,568,168

 

Total Financials

 

 

 

 

 

 

 

2,568,168

 

Health Care — 0.3%

 

 

 

 

 

 

 

 

 

Health Care Providers & Services — 0.3%

 

 

 

 

 

 

 

 

 

HCA Inc., Senior Notes

 

5.750

%

3/15/14

 

1,000,000

 

1,020,000

 

Total Corporate Bonds & Notes (Cost — $9,373,074)

 

 

 

 

 

 

 

6,296,563

 

Non-U.S. Treasury Inflation Protected Securities — 4.7%

 

 

 

 

 

 

 

Australia — 0.5%

 

 

 

 

 

 

 

 

 

Australia Government, Bonds

 

3.075

%

9/20/25

 

1,600,000

AUD

2,107,574

 

Canada — 4.2%

 

 

 

 

 

 

 

 

 

Government of Canada, Bonds

 

4.250

%

12/1/21

 

6,237,617

CAD

8,757,094

 

Government of Canada, Bonds

 

4.250

%

12/1/26

 

3,575,988

CAD

5,683,951

 

Government of Canada, Bonds

 

2.000

%

12/1/41

 

2,128,736

CAD

2,986,270

 

Total Canada

 

 

 

 

 

 

 

17,427,315

 

Total Non-U.S. Treasury Inflation Protected Securities
(Cost — $18,996,789)

 

 

 

 

 

19,534,889

 

Sovereign Bonds — 0.4%

 

 

 

 

 

 

 

 

 

Russia — 0.4%

 

 

 

 

 

 

 

 

 

Russian Foreign Bond-Eurobond, Senior Bonds
(Cost — $1,508,875)

 

7.500

%

3/31/30

 

1,553,100

 

1,803,537

(b)

Total Investments before Short-Term Investments
(Cost — $363,386,816)

 

 

 

 

 

 

 

403,258,784

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

11

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

Security

 

Rate

 

Maturity
Date

 

 

Face
Amount†

 

Value

 

Short-Term Investments — 1.6%

 

 

 

 

 

 

 

 

 

Repurchase Agreements — 1.6%

 

 

 

 

 

 

 

 

 

Deutsche Bank Securities Inc. repurchase agreement dated 12/30/11; Proceeds at maturity — $6,376,028; (Fully collateralized by U.S. government agency obligations, 3.150% due 10/28/20; Market value — $6,503,522) (Cost — $6,376,000)

 

0.040

%

1/3/12

 

6,376,000

 

$    6,376,000

 

Total Investments — 99.4% (Cost — $369,762,816#)

 

 

 

 

 

 

 

409,634,784

 

Other Assets in Excess of Liabilities — 0.6%

 

 

 

 

 

 

 

2,539,448

 

Total Net Assets — 100.0%

 

 

 

 

 

 

 

$412,174,232

 

 

Face amount denominated in U.S. dollars, unless otherwise noted.

(a)

Variable rate security. Interest rate disclosed is as of the most recent information available.

(b)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees, unless otherwise noted.

(c)

Illiquid security.

(d)

The coupon payment on these securities is currently in default as of December 31, 2011.

(e)

Value is less than $1.

(f)

Security is valued in good faith in accordance with procedures approved by the Board of Trustees (See Note 1).

#

Aggregate cost for federal income tax purposes is substantially the same.

 

 

 

Abbreviations used in this schedule:

 

AUD — Australian Dollar

 

CAD — Canadian Dollar

 

IO — Interest Only

 

See Notes to Financial Statements.

 


 

12

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Statement of assets and liabilities

December 31, 2011

 

Assets:

 

 

 

Investments, at value (Cost — $369,762,816)

 

$409,634,784

 

Foreign currency, at value (Cost — $883,242)

 

873,724

 

Cash

 

1,307

 

Interest receivable

 

2,520,815

 

Unrealized appreciation on forward foreign currency contracts

 

1,329,389

 

Deposits with brokers for futures contracts

 

46,606

 

Prepaid expenses

 

11,904

 

Total Assets

 

414,418,529

 

 

 

 

 

Liabilities:

 

 

 

Unrealized depreciation on forward foreign currency contracts

 

1,011,607

 

Distributions payable

 

932,890

 

Investment advisory fee payable

 

140,990

 

Servicing agent fees payable

 

52,872

 

Administration fee payable

 

8,493

 

Trustees’ fees payable

 

6,938

 

Accrued expenses

 

90,507

 

Total Liabilities

 

2,244,297

 

Total Net Assets

 

$412,174,232

 

 

 

 

 

Net Assets:

 

 

 

Common shares, no par value, unlimited number of shares authorized, 29,152,821 shares issued and outstanding (Note 5)

 

402,876,426

 

Undistributed net investment income

 

41,191

 

Accumulated net realized loss on investments, futures contracts, written options, swap contracts and foreign currency transactions

 

(30,923,806)

 

Net unrealized appreciation on investments and foreign currencies

 

40,180,421

 

Total Net Assets

 

$412,174,232

 

 

 

 

 

Shares Outstanding

 

29,152,821

 

 

 

 

 

Net Asset Value

 

$14.14

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

13

 

 

Statement of operations

For the Year Ended December 31, 2011

 

Investment Income:

 

 

 

Interest

 

$17,867,680

 

 

 

 

 

Expenses:

 

 

 

Investment management fee (Note 2)

 

1,615,961

 

Servicing agent fees (Note 2)

 

605,985

 

Legal fees

 

106,929

 

Administration fees (Note 2)

 

100,000

 

Trustees’ fees

 

75,910

 

Transfer agent fees

 

62,503

 

Fund accounting fees

 

46,091

 

Shareholder reports

 

26,829

 

Audit and tax

 

25,616

 

Stock exchange listing fees

 

17,315

 

Custody fees

 

9,338

 

Interest expense (Note 3)

 

8,402

 

Insurance

 

8,098

 

Miscellaneous expenses

 

98

 

Total Expenses

 

2,709,075

 

Net Investment Income

 

15,158,605

 

 

 

 

 

Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Written Options, Swap Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):

 

 

 

Net Realized Gain (Loss) From:

 

 

 

Investment transactions

 

12,143,170

 

Futures contracts

 

(2,036,317)

 

Written options

 

493,230

 

Swap contracts

 

12,223

 

Foreign currency transactions

 

56,377

 

Net Realized Gain

 

10,668,683

 

Change in Net Unrealized Appreciation (Depreciation) From:

 

 

 

Investments

 

17,112,405

 

Futures contracts

 

6,366

 

Swap contracts

 

(65,356)

 

Foreign currencies

 

757,264

 

Change in Net Unrealized Appreciation (Depreciation)

 

17,810,679

 

Net Gain on Investments, Futures Contracts, Written Options, Swap Contracts and Foreign Currency Transactions

 

28,479,362

 

Increase in Net Assets from Operations

 

$43,637,967

 

 

See Notes to Financial Statements.

 


 

14

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Statements of changes in net assets

 

For the years ended December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

Net investment income

 

$  15,158,605

 

$    9,626,133

 

Net realized gain (loss)

 

10,668,683

 

(5,023,648)

 

Change in net unrealized appreciation (depreciation)

 

17,810,679

 

17,320,527

 

Increase in Net Assets From Operations

 

43,637,967

 

21,923,012

 

 

 

 

 

 

 

Distributions to Shareholders From (Note 1):

 

 

 

 

 

Net investment income

 

(14,707,598)

 

(10,444,127)

 

Return of capital

 

 

(2,762,101)

 

Decrease in Net Assets From Distributions to Shareholders

 

(14,707,598)

 

(13,206,228)

 

Increase in Net Assets

 

28,930,369

 

8,716,784

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Beginning of year

 

383,243,863

 

374,527,079

 

End of year*

 

$412,174,232

 

$383,243,863

 

* Includes undistributed (overdistributed) net investment income of, respectively:

 

$41,191

 

$(754,345)

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

15

 

 

Financial highlights

 

For a share of common stock outstanding throughout each year ended December 31:

 

 

 

2011

 

2010

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of year

 

$13.15

 

$12.85

 

$11.48

 

$13.38

 

$12.83

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income1

 

0.52

 

0.33

 

0.35

 

0.82

 

0.70

 

Net realized and unrealized gain (loss)

 

0.97

 

0.42

 

1.49

 

(1.87)

 

0.54

 

Total income (loss) from operations

 

1.49

 

0.75

 

1.84

 

(1.05)

 

1.24

 

 

 

 

 

 

 

 

 

 

 

 

 

Less distributions from:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.50)

 

(0.36)

 

(0.37)

 

(0.85)

 

(0.69)

 

Return of capital

 

 

(0.09)

 

(0.10)

 

 

 

Total distributions

 

(0.50)

 

(0.45)

 

(0.47)

 

(0.85)

 

(0.69)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of year

 

$14.14

 

$13.15

 

$12.85

 

$11.48

 

$13.38

 

 

 

 

 

 

 

 

 

 

 

 

 

Market price, end of year

 

$12.64

 

$12.82

 

$12.30

 

$10.80

 

$11.73

 

Total return, based on NAV2

 

11.53

%

5.91

%

16.39

%

(8.24)

%

9.95

%

Total return, based on Market Price3

 

2.54

%

7.99

%

18.51

%

(0.91)

%

8.95

%

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of year (000s)

 

$412,174

 

$383,244

 

$374,527

 

$334,567

 

$389,980

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to average net assets4:

 

 

 

 

 

 

 

 

 

 

 

Gross expenses

 

0.68

%

0.76

%

0.97

%

1.21

%

0.91

%

Net expenses5

 

0.68

 

0.76

 

0.97

 

1.21

 

0.91

 

Net investment income

 

3.79

 

2.52

 

2.91

 

6.29

 

5.45

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio turnover rate

 

58

%

43

%

43

%

52

%

72

%

 

1

Per share amounts have been calculated using the average shares method.

2

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

3

The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results.

4

Gross expenses reflects operating expenses prior to any compensating balance arrangements, fee waivers and/or expense reimbursements. Net expenses reflects expenses less any compensating balance arrangements, fee waivers and/or expense reimbursements.

5

The impact of compensating balance arrangements, if any, was less than 0.01%.

 

See Notes to Financial Statements.

 


 

16

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Notes to financial statements

 

1. Organization and significant accounting policies

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a diversified, closed-end management investment company. The Fund commenced operations on September 26, 2003.

 

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 are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

 

(a) Investment valuation. The valuations for fixed income securities and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of fair valuation techniques and methodologies. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.

 

The Fund has adopted Financial Accounting Standards Board Codification Topic 820 (“ASC Topic 820”). ASC Topic 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund’s investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.

 

·      Level 1 — quoted prices in active markets for identical investments

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

17

 

 

·                  Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

·                  Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

 

The following is a summary of the inputs used in valuing the Fund’s assets and liabilities carried at fair value:

 

ASSETS

Description

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Long-term investments†:

 

 

 

 

 

 

 

 

 

U.S. treasury inflation protected securities

 

 

$370,406,808

 

  

 

$370,406,808

 

Asset-backed securities

 

 

1,559,966

 

  

 

1,559,966

 

Collateralized mortgage obligations

 

 

3,657,021

 

  

 

3,657,021

 

Corporate bonds & notes

 

 

6,296,563

 

$0*

 

6,296,563

 

Non-U.S. treasury inflation protected securities

 

 

19,534,889

 

  

 

19,534,889

 

Sovereign bonds

 

 

1,803,537

 

  

 

1,803,537

 

Total long-term investments

 

 

$403,258,784

 

$0*

 

$403,258,784

 

Short-term investments†

 

 

6,376,000

 

  

 

6,376,000

 

Total investments

 

 

$409,634,784

 

$0*

 

$409,634,784

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

Forward foreign currency contracts

 

 

$    1,329,389

 

  

 

$    1,329,389

 

Total

 

 

$410,964,173

 

$0*

 

$410,964,173

 

 

LIABILITIES

Description

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

Forward foreign currency contracts

 

 

$1,011,607

 

  

 

$1,011,607

 

 

See Schedule of Investments for additional detailed categorizations.

*

Value is less than $1.

 


 

18

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

 

Investments In Securities

 

Collateralized
Mortgage
Obligations

 

Corporate
Bonds &
Notes

 

Total

 

Balance as of December 31, 2010

 

$8,580

 

$0*

 

$8,580

 

 

Accrued premiums/discounts

 

 

—  

 

 

 

Realized gain (loss)

 

 

—  

 

 

 

Change in unrealized appreciation (depreciation)1

 

(791)

 

—  

 

(791

)

 

Purchases

 

1,212

 

—  

 

1,212

 

 

Sales

 

(3,298)

 

—  

 

(3,298

)

 

Transfers into Level 3

 

 

—  

 

 

 

Transfers out of Level 32

 

(5,703)

 

—  

 

(5,703

)

 

Balance as of December 31, 2011

 

 

$0*

 

$0*

 

 

Net change in unrealized appreciation (depreciation) for investments in securities still held at December 31, 2011

 

 

—  

 

 

 

 

The Fund’s policy is to recognize transfers between levels as of the end of the reporting period.

 

*

Value is less than $1.

1

This amount is included in the change in net unrealized appreciation (depreciation) in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized.

2

Transferred out of Level 3 as a result of the availability of a quoted price in an active market for an identical investment or the availability of other significant observable inputs.

 

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

19

 

 

(c) 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. 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 determination by the counterparty, 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 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.

 

(d) Futures contracts. The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

 

Upon entering into a futures contract, the Fund is required to deposit cash or cash equivalents with a broker in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.

 

Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. 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.

 

(e) Written options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the premium received is recorded as a realized gain. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is recognized as a realized gain or loss. When a written put option is exercised, the amount of the premium received is subtracted from the cost of the security purchased by the Fund

 


 

20

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.

 

The risk in writing a covered call option is that the Fund may forego 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. The risk in writing an uncovered call option is that the Fund is exposed to the risk of loss if the market price of the underlying security increases. 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.

 

(f) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.

 

Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

 

(g) Swap agreements. The Fund invests in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes, including to increase the Fund’s return. The use of swaps involves risks that are different from those associated with other portfolio transactions.

 

Swap contracts 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. 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 the terms of the swap contracts. Securities posted as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is identified on the

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

21

 

 

Statement of Assets and Liabilities. Risks may exceed amounts recorded in 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.

 

Payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and Liabilities. These upfront payments are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund are recognized as a realized gain or loss in the Statement of Operations.

 

For average notional amounts of swaps held during the year ended December 31, 2011, see Note 4.

 

Credit default swaps

 

The Fund may enter into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate or sovereign issuers, on a specified obligation, or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index. The Fund may use a CDS to provide protection against defaults of the issuers (i.e., to reduce risk where the Fund has exposure to an issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally receives an upfront payment or a stream of payments throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the maximum potential amount of future payments (undiscounted) that the Fund could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. These amounts of potential payments will be partially offset by any recovery of values from the respective referenced obligations. As a seller of protection, the Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

 

Implied spreads are the theoretical prices a lender receives for credit default protection. When spreads rise, market perceived credit risk rises and when spreads fall, market perceived credit risk falls. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. Wider

 


 

22

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. Credit spreads utilized in determining the period end market value of credit default swap agreements on corporate or sovereign issues are disclosed in the Notes to Financial Statements and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for credit derivatives. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values, particularly in relation to the notional amount of the contract as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.

 

The Fund’s maximum risk of loss from counterparty risk, as the protection buyer, is the fair value of the contract (this risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty). As the protection seller, the Fund’s maximum risk is the notional amount of the contract. Credit default swaps are considered to have credit risk-related contingent features since they require payment by the protection seller to the protection buyer upon the occurrence of a defined credit event.

 

Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.

 

(h) Inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value or interest rate is periodically adjusted according to the rate of inflation. As the index measuring inflation changes, the principal value or interest rate of inflation-indexed bonds will be adjusted accordingly. Inflation adjustments to the principal amount of inflation-indexed bonds are reflected as an increase or decrease to investment income on the Statement of Operations. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

 

(i) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

23

 

 

based upon prevailing exchange rates on the respective dates of such transactions.

 

The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

 

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.

 

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

 

(j) Loan participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of off-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.

 

The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any off-set between the lender and the borrower.

 

(k) Credit and market risk. The Fund invests in high-yield and emerging market instruments that are subject to certain credit and market risks. The yields of high-yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investment in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the

 


 

24

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

market prices of investments held by the Fund. The Fund’s investment in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

 

Investments in securities that are collateralized by residential real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.

 

(l) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s investment manager attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the investment manager. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

 

The Fund has entered into master agreements with certain of its derivative counterparties that provide for general obligations, representations, agreements, collateral, events of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

 

As of December 31, 2011, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $1,011,607. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties.

 

(m) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

25

 

 

amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

 

(n) Distributions to shareholders. Distributions from net investment income for the Fund, if any, are declared and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

 

(o) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.

 

(p) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

 

However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income and 98.2% of net realized gains exceed the distributions from such taxable income and realized gains for the calendar year. The Fund anticipates being subject to an excise tax of approximately $9,200 for calendar year 2011.

 

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of December 31, 2011, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by Internal Revenue Service and state departments of revenue.

 

(q) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset

 


 

26

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

values per share. During the current year, the following reclassifications have been made:

 

 

 

Undistributed
Net Investment
Income

 

Accumulated Net
Realized Loss

 

(a)

 

$344,529

 

$(344,529)

 

 

(a)  Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes and book/tax differences in the treatment of swap contracts.

 

2. Investment management agreement and other transactions with affiliates

 

The Fund has entered into an Investment Management Agreement with Western Asset Management Company (Investment Adviser), which provides for payment of a monthly fee computed at the annual rate of 0.40% 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 Adviser to leverage the Fund’s portfolio (whether or not such instruments or transactions are “covered” as described in the prospectus) is considered a liability.

 

Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), Western Asset Management Company Limited (“Western Asset London”) and Western Asset Management Company Ltd (“Western Asset Japan”) are the Fund’s investment advisers. Western Asset London, Western Asset Singapore and Western Asset Japan provide certain advisory services to the Fund relating to currency transactions and investment in non-U.S. denominated securities. Western Asset London, Western Asset Singapore and Western Asset Japan do not receive any compensation from the Fund.

 

Guggenheim Funds Distributors, Inc. (“Servicing Agent”) acts as servicing agent for the Fund. For its services, the Servicing Agent receives an annual fee from the Fund, payable monthly in arrears, which is based on the Fund’s average weekly assets in a maximum amount equal to 0.15% of the Fund’s average weekly assets.

 

Under an administrative agreement with the Fund, Legg Mason Partners Fund Advisor, LLC (“LMPFA”) (Administrator), an affiliate of the Investment Adviser, provides certain administrative and accounting functions for the Fund. In consideration for these services, the Fund paid the Administrator a monthly fee at an annual rate of $100,000 for the year ended December 31, 2011. Effective January 1, 2012, the Fund will pay a monthly fee at an annual rate of 0.04% of the Fund’s average weekly assets, subject to an annual minimum fee of $225,000.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

27

 

 

3. Investments

 

During the year ended December 31, 2011, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S Government & Agency Obligations were as follows:

 

 

 

Investments

 

U.S. Government &
Agency Obligations

 

Purchases

 

$32,998,483

 

$194,998,629

 

Sales

 

36,485,890

 

240,292,448

 

 

At December 31, 2011, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation

 

$43,399,393 

 

Gross unrealized depreciation

 

(3,527,425)

 

Net unrealized appreciation

 

$39,871,968 

 

 

Transactions in reverse repurchase agreements for the Fund during the year ended December 31, 2011 were as follows:

 

Average Daily
Balance*

 

Weighted Average
Interest Rate*

 

Maximum Amount
Outstanding

 

$12,195,897

 

0.23%

 

$35,243,436

 

*  Averages based on the number of days that Fund had reverse repurchase agreements outstanding.

 

Interest rates on reverse repurchase agreements ranged from 0.12% to 0.28% during the year ended December 31, 2011. Interest expense incurred on reverse repurchase agreements totaled $8,402.

 

At December 31, 2011, the Fund had no open reverse repurchase agreement outstanding.

 

During the year ended December 31, 2011, written option transactions for the Fund were as follows:

 

 

 

Number of Contracts

 

Premiums

 

Written options, outstanding as of December 31, 2010

 

— 

 

— 

 

Options written

 

1,522 

 

$582,921 

 

Options closed

 

(1,179)

 

(411,983)

 

Options exercised

 

(83)

 

(13,347)

 

Options expired

 

(260)

 

(157,591)

 

Written options, outstanding as of December 31, 2011

 

— 

 

— 

 

 


 

28

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

At December 31, 2011, the Fund had the following open forward foreign currency contracts:

 

Foreign Currency 

 

Counterparty

 

Local
Currency

 

Market
Value

 

Settlement
Date

 

Unrealized
Gain (Loss)

 

Contracts to Buy:

 

 

 

 

 

 

 

 

 

 

 

Australian Dollar 

 

Credit Suisse First Boston Inc.

 

3,600,000

 

$3,661,772

 

2/16/12

 

$    44,492

 

Euro

 

Citibank, N.A.

 

6,831,243

 

8,844,586

 

2/16/12

 

(283,663

)

Euro

 

Citibank, N.A.

 

3,930,116

 

5,088,423

 

2/16/12

 

(173,779

)

Euro

 

Credit Suisse First Boston Inc.

 

606,306

 

784,999

 

2/16/12

 

(25,322

)

Euro

 

JPMorgan Chase & Co.

 

6,949,300

 

8,997,438

 

2/16/12

 

(513,458

)

 

 

 

 

 

 

 

 

 

 

(951,730

)

Contracts to Sell:

 

 

 

 

 

 

 

 

 

 

 

Australian Dollar

 

Credit Suisse First Boston Inc.

 

5,691,275

 

5,788,931

 

2/16/12

 

(14,563

)

Canadian Dollar

 

Credit Suisse First Boston Inc.

 

17,454,184

 

17,114,445

 

2/16/12

 

(822

)

Euro

 

Citibank, N.A.

 

10,761,359

 

13,933,009

 

2/16/12

 

947,530

 

Euro

 

Credit Suisse First Boston Inc.

 

606,306

 

784,999

 

2/16/12

 

48,246

 

Euro

 

JPMorgan Chase & Bank

 

6,949,300

 

8,997,438

 

2/16/12

 

289,121

 

 

 

 

 

 

 

 

 

 

 

1,269,512

 

Net unrealized gain on open forward foreign currency contracts

 

$  317,782

 

 

4. Derivative instruments and hedging activities

 

Financial Accounting Standards Board Codification Topic 815 requires enhanced disclosure about an entity’s derivative and hedging activities.

 

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at December 31, 2011.

 

ASSET DERIVATIVES1

 

 

 

Foreign Exchange Risk

 

Forward foreign currency contracts

 

$1,329,389

 

 

LIABILITY DERIVATIVES1

 

 

 

Foreign Exchange Risk

 

Forward foreign currency contracts

 

$1,011,607

 

 

1            Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is payables/net unrealized appreciation (depreciation).

 

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended December 31, 2011. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

29

 

 

unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED

 

 

 

Interest Rate
Risk

 

Foreign
Exchange
Risk

 

Credit Risk

 

Total

 

Purchased options

 

$(659,112

)

$(369,835

)

 

$(1,028,947

)

Written options

 

493,230

 

 

 

493,230

 

Futures contracts

 

(2,036,317

)

 

 

(2,036,317

)

Swap contracts

 

 

 

$12,223

 

12,223

 

Forward foreign currency contracts

 

 

(138,825

)

 

(138,825

)

Total

 

$(2,202,199

)

$(508,660

)

$12,223

 

$(2,698,636

)

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED

 

 

 

Interest Rate
Risk

 

Foreign
Exchange
Risk

 

Credit Risk

 

Total

 

Purchased options

 

 

$   170,629

 

 

$ 170,629

 

Futures contracts

 

$6,366

 

 

 

6,366

 

Swap contracts

 

 

 

$(65,356

)

(65,356

)

Forward foreign currency contracts

 

 

881,729

 

 

881,729

 

Total

 

$6,366

 

$1,052,358

 

$(65,356

)

$993,368

 

 

During the year ended December 31, 2011, the volume of derivative activity for the Fund was as follows:

 

 

 

Average
Market
Value

 

Purchased options†

 

$      28,022

 

Written options†

 

9,356

 

Forward foreign currency contracts (to buy)

 

8,174,531

 

Forward foreign currency contracts (to sell)

 

29,755,505

 

Futures contracts (to buy)†

 

1,914,688

 

Futures contracts (to sell)†

 

7,871,243

 

 

 

 

Average
Notional Balance

 

Credit default swap contracts (to sell protection)†

 

$3,215,385

 

 

†  At December 31, 2011, there were no open positions held in this derivative.

 

5. Common shares

 

Of the 29,152,821 shares of common stock outstanding at December 31, 2011, the Investment Adviser owned 6,981 shares.

 


 

30

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

6. Trustee compensation

 

Each Independent Trustee receives a fee of $20,000 for serving as a Trustee of the Fund and a fee of $1,500 and related expenses for each meeting of the Board of Trustees attended. The Chairman of the Board receives an additional $5,000 for serving in that capacity. The Audit Committee Chairman and the Governance and Nominating Committee Chairman each receive an additional $3,000 for serving in their respective capacities. Members of the Audit Committee and the Governance and Nominating Committee receive $500 for each committee meeting attended.

 

7. Distributions subsequent to December 31, 2011

 

On December 1, 2011, the Board of Trustees of the Fund declared a distribution in the amount of $0.032 per share, payable on February 29, 2012 to shareholders of record on February 15, 2012.

 

8. Income tax information and distributions to shareholders

 

The tax character of distributions paid during the fiscal years ended December 31, was as follows:

 

 

 

2011

 

2010

 

Distributions Paid From:

 

 

 

 

 

Ordinary income

 

$14,707,598

 

$10,444,127

 

Tax return of capital

 

 

2,762,101

 

Total distributions paid

 

$14,707,598

 

$13,206,228

 

 

As of December 31, 2011, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income — net

 

$      576,019

 

Capital loss carryforward*

 

(28,502,877

)

Other book/tax temporary differences(a)

 

(2,955,757

)

Unrealized appreciation (depreciation)

 

40,180,421

 

Total accumulated earnings (losses) — net

 

$  9,297,806

 

 

*          During the taxable year ended December 31, 2011, the Fund utilized $ 9,683,910 of its capital loss carryfoward available from prior years. As of December 31, 2011, the Fund had the following net capital loss carryforwards remaining:

 

Year of Expiration

 

Amount

 

12/31/2014

 

$(14,041,179

)

12/31/2015

 

(4,099,686

)

12/31/2017

 

(4,931,505

)

12/31/2018

 

(5,430,507

)

 

 

$(28,502,877

)

 

These amounts will be available to offset future taxable capital gains.

 

(a)    Other book/tax temporary differences are attributable primarily to the tax deferral of losses on straddles, book/tax differences in the treatment of Treasury Inflation-Protected Securities, the realization for tax purposes of unrealized gains on certain foreign currency contracts, differences between book/tax accrual of

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

31

 

 

interest income on securities in default, the deferral of post-October capital losses for tax purposes and book/tax differences in the timing of the deductibility of various expenses.

 

9. Recent accounting pronouncement

 

In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU No. 2011-04”). ASU No. 2011-04 establishes common requirements for measuring fair value and for disclosing information about fair value measurements. ASU No. 2011-04 is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact the adoption of ASU No. 2011-04 will have on the Fund’s financial statements and related disclosures.

 


 

32

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund 2011 Annual Report

 

 

 

Report of independent registered public accounting firm

 

To the Board of Trustees and Shareholders of
Western Asset/Claymore Inflation-Linked Securities & Income Fund:

 

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, of changes in net assets, and the financial highlights present fairly, in all material respects, the financial position of Western Asset/Claymore Inflation-Linked Securities & Income Fund (the “Fund”) at December 31, 2011, the results of its operations, the changes in its net assets, and the financial highlights for each of the 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, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

Baltimore, Maryland
February 21, 2012

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

33

 

 

Board approval of management agreements (unaudited)

 

The Independent Trustees considered the following Investment Management Agreements with respect to the Fund (the “Agreements”) (i) an Investment Management Agreement between the Fund and Western Asset Management Company (“Western Asset”), (ii) an Investment Management Agreement between Western Asset and Western Asset Management Company Limited (“WAML”), (iii) an Investment Management Agreement between Western Asset and Western Asset Management Company Pte. Ltd. in Singapore (“Western Singapore”) and (iv) an Investment Management Agreement between Western Asset and Western Asset Management Company Ltd in Japan (“Western Japan,” and together with Western Singapore and WAML the “Non-U.S. Advisers” and together with Western Asset, the “Advisers”) with respect to the Fund at a meeting held on November 1, 2011. At a meeting held on November 14, 2011, the Independent Trustees reported to the full Board of Trustees their considerations and recommendation 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 considering the Agreements, the Trustees noted that although Western Asset’s business is operated through separate legal entities, such as the Non-U.S. Advisers, its business is highly integrated and senior investment personnel at Western Asset have supervisory oversight responsibility over the investment decisions made by the Non-U.S. Advisers. Therefore, in connection with their deliberations noted below, the Trustees primarily focused on the information provided by Western Asset when considering the approval of the Agreements. The Trustees also noted that the Fund does not pay any management fees directly to any of the Non-U.S. Advisers because Western Asset pays the Non-U.S. Advisers for services provided to the Fund out of the management fee Western Asset receives from the Fund.

 

In arriving at their decision to renew the Agreements, the Trustees met with representatives of Western Asset; reviewed a variety of information prepared by Western Asset 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, including separate accounts managed by Western Asset; 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 Western Asset’s personnel.

 

As part of their review, the Trustees examined the Advisers’ ability to provide high quality investment management services to the Fund. The Trustees considered the investment philosophy and research and decision-making

 


 

34

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

 

 

Board approval of management agreements (unaudited) (cont’d)

 

processes of the Advisers; the experience of their key advisory personnel responsible for management of the Fund; the ability of the Advisers to attract and retain capable research and advisory personnel; the capability and integrity of the Advisers’ senior management and staff; and the level of skill required to manage the Fund. 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, including their business reputations, financial conditions and operational stabilities. Based on the foregoing, the Trustees concluded that the Advisers’ investment process, research capabilities and philosophy were well suited to the Fund given its investment objectives and policies, 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 a comparison of the performance of the Fund to the performance of a group of closed-end bond funds (all of which, except for one, were leveraged through the use of reverse repurchase agreements ). The Trustees noted that the Fund had met its primary objective of providing current income to shareholders, and that the performance of the Fund exceeded its peer average performance for the one- and five-year periods ended August 31, 2011, but was lower than its peer average for the three-year period . The Trustees concluded that the Advisers’ management of the Fund would continue to be in the best interests of the shareholders.

 

The Trustees also considered the management fee and total expenses payable by the Fund. They reviewed information concerning management fees paid to investment advisers of similarly-managed funds, as well as fees paid by Western Asset’s other clients, including separate accounts managed by Western Asset. The Trustees noted that the Fund’s total expense ratio and the management fee paid to Western Asset were each below the average of the fees paid by funds in its Lipper peer group. The Trustees noted that the management fee paid by the Fund was 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 difference in management fees paid by the Fund from those paid by Western Asset’s other clients was reasonable.

 

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

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

35

 

 

their relationships with the Fund, including the “fallout benefits,” such as reputational value derived from serving as investment adviser to the Fund; and the affiliation between the Advisers and Legg Mason Partners Funds Advisor, LLC, 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. The Trustees noted that Western Asset does not have soft dollar arrangements.

 

Finally, the Trustees considered, in light of the profitability information provided by Western Asset, 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 Securities and Exchange Commission rules regarding the independence of counsel. The Independent Trustees weighed each of 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 the Advisers; that the fees to be paid to the Advisers under the Agreements were fair and reasonable given the scope and quality of the services rendered by the Advisers; and that approval of the Agreements was in the best interest of the Fund and its shareholders.

 

 


 

36

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

 

 

Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of Western Asset/Claymore Inflation-Linked Securities & Income Fund (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. Except as noted below, the business address of each Trustee and Officer is c/o Western Asset Management Company, 385 East Colorado Boulevard, Pasadena, CA 91101. Information pertaining to the Trustees and Officers of the Fund is set forth below.

 

Independent Trustees

 

Independent Trustees cont’d

 

Michael Larson

 

 

Year of birth

 

1959

Position(s) held with Fund

 

Trustee and Chairman of the Board of Trustees2, 3

Term of office and length of time served

 

Term expires in 2013; served since September 2004

Principal occupations during the past 5 years

 

Chief Investment Officer for William H. Gates III (1994-present).

Number of portfolios in fund complex overseen by Trustee1

 

2

Other directorships held by Trustee

 

Pan American Silver Corp. (1999-present); Republic Services Inc. (2009-present), Grupo Telensa S.A.B. (2009-present).

 

 

 

Ronald A. Nyberg

 

 

Year of birth

 

1953

Position(s) held with Fund

 

Trustee2, 3

Term of office and length of time served

 

Term expires in 2014; served since August 2003

Principal occupations during the past 5 years

 

Partner of Nyberg & Cassioppi, LLC, a law firm specializing in corporate law, estate planning and business transactions (2000-present); Formerly, Executive Vice President, General Counsel and Corporate Secretary of Van Kampen Investments (1982-1999).

Number of portfolios in fund complex overseen by Trustee1

 

56

Other directorships held by Trustee

 

None

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

37

 

 

Independent Trustees cont’d

 

Ronald E. Toupin, Jr.

 

 

Year of birth

 

1958

Position(s) held with Fund

 

Trustee2, 3

Term of office and length of time served

 

Term expires in 2012; served since August 2003

Principal occupations during the past 5 years

 

Portfolio Consultant (2010-present). 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 (1991-1999); and Assistant Vice President and Portfolio Manager of Nuveen Unit Investment Trusts (1988-1999), each of John Nuveen & Company, Inc. (1982-1999)

Number of portfolios in fund complex overseen by Trustee1

 

53

Other directorships held by Trustee

 

Trustee Bennett Group of Funds (2011-present)

 

 

 

Interested Trustee

 

 

 

 

 

R. Jay Gerken

 

 

Year of birth

 

1951

Position(s) held with Fund

 

Trustee and President4

Term of office and length of time served

 

Term expires 2012; served since March 2007

Principal occupations during the past 5 years

 

Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2005); Officer and Trustee/Director of 161 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); President and Chief Executive Officer (“CEO”) of LMPFA (since 2006); President and CEO of Smith Barney Fund Management LLC (“SBFM”) (formerly a registered investment adviser) (since 2002).

Number of portfolios in fund complex overseen by Trustee1

 

161

Other directorships held by Trustee

 

None

 


 

38

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

 

 

Additional information (unaudited) (cont’d)

 

 

Information about Trustees and Officers

 

 

 

 

 

Officers5

 

 

 

 

 

Charles A. Ruys de Perez

 

 

Year of birth

 

1957

Position(s) held with Fund

 

Vice President

Term of office and length of time served

 

Served since March 2007

Principal occupations during the past 5 years

 

General Counsel of Western Asset Management Company (2007-present). Formerly: Chief Compliance Officer, Putnam Investments (2004-2007); Managing Director and Senior Counsel of Putnam Investments (2001-2004).

Number of portfolios in fund complex overseen by Trustee1

 

N/A

Other directorships held by Trustee

 

N/A

 

 

 

Richard F. Sennett

 

 

55 Water Street, New York, NY 10041

 

 

Year of birth

 

1970

Position(s) held with Fund

 

Principal Financial and Accounting Officer

Term of office and length of time served

 

Served since December 2011

Principal occupations during the past 5 years

 

Principal Financial Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007)

Number of portfolios in fund complex overseen by Trustee1

 

N/A

Other directorships held by Trustee

 

N/A

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

39

 

 

Officers5 cont’d

 

 

 

 

 

Erin K. Morris

 

 

100 International Drive, Baltimore, MD 21202

 

 

Year of birth

 

1966

Position(s) held with Fund

 

Treasurer

Term of office and length of time served

 

Served since June 2010

Principal occupations during the past 5 years

 

Vice President and Manager, Global Fiduciary Platform, Legg Mason & Co., LLC (2005-present); Assistant Vice President and Manager, Fund Accounting Legg Mason Wood Walker, Incorporated (2002-2005); Treasurer, Western Asset Funds, Inc., Western Asset Income Fund and Western Asset Premier Bond Fund (2006-present); Western Asset/Claymore Inflation-Linked Opportunities & Income Fund (2010-present); Assistant Treasurer Legg Mason Partners Fund Complex (2007-present); Formerly Assistant Treasurer, Western Asset Funds, Inc., Western Asset Income Fund and Western Asset Premier Bond Fund (2001-2006); The Fund (2003-2009) and Western Asset/Claymore Inflation-Linked Opportunities & Income Fund (2004-2009)

Number of portfolios in fund complex overseen by Trustee1

 

N/A

Other directorships held by Trustee

 

N/A

 

 

 

Todd F. Kuehl

 

 

100 International Drive, Baltimore, MD 21202

 

 

Year of birth

 

1968

Position(s) held with Fund

 

Chief Compliance Officer

Term of office and length of time served

 

Served since February 2007

Principal occupations during the past 5 years

 

Vice President, Legg Mason & Co. (2006-present); Chief Compliance Officer of Western Asset/Claymore Inflation-Linked Opportunities & Income Fund, Western Asset Income Fund, Western Asset Premier Bond Fund and Western Asset Funds, Inc. (2007-present); Branch Chief, Division of Investment Management, U.S. Securities and Exchange Commission (2002-2006).

Number of portfolios in fund complex overseen by Trustee1

 

N/A

Other directorships held by Trustee

 

N/A

 


 

40

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

 

 

Additional information (unaudited) (cont’d)

 

 

Information about Trustees and Officers

 

 

 

 

 

Officers5 cont’d

 

 

 

 

 

Mark E. Mathiasen

 

 

2455 Corporate West Drive, Lisle, IL 60532

 

 

Year of birth

 

1978

Position(s) held with Fund

 

Secretary

Term of office and length of time served

 

Served since November 2010

Principal occupations during the past 5 years

 

Vice President; Assistant General Counsel of Guggenheim Funds Services Group, Inc. (2007 - present). Secretary of certain funds in the Guggenheim fund complex. Assistant Secretary of the Fund (2007-2010). Previously, Law Clerk for the Idaho State Courts (2003-2007).

Number of portfolios in fund complex overseen by Trustee1

 

N/A

Other directorships held by Trustee

 

N/A

 

1      Each Trustee also serves as a Trustee of Western Asset/Claymore Inflation-Linked Opportunities & Income Fund, a closed-end investment company, which is considered part of the same Fund Complex as the Fund. The Investment Adviser serves as investment manager to Western Asset/Claymore Inflation-Linked Opportunities & Income Fund. Messrs. Nyberg and Toupin also serve as Trustees of Guggenheim Enhanced Equity Strategy Fund, Managed Duration Investment Grade Municipal Fund, Madison/Claymore Covered Call & Equity Strategy Fund, Fiduciary/Claymore MLP Opportunity Fund, Guggenheim Enhanced Equity Income Fund, Guggenheim Strategic Opportunities Fund, Guggenheim Equal Weight Enhanced Equity Income Fund and Guggenheim Build America Bonds Managed Duration Trust, each of which is a closed-end management investment company, Claymore Exchange-Traded Fund Trust (consisting of 28 separate portfolios) and Claymore Exchange-Traded Fund Trust 2 (consisting of 15 separate portfolios), each an open-end management investment company. Additionally, Mr. Nyberg serves as a Trustee for Advent Claymore Convertible Securities and Income Fund, Advent/Claymore Enhanced Growth & Income Fund and Advent/Claymore Global Convertible Securities & Income Fund, each a closed-end investment company. Mr. Gerken serves as Director/Trustee to 161 other portfolios associated with Legg Mason & Co., LLC or its affiliates. Legg Mason & Co., LLC is an affiliate of the Investment Adviser.

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. Gerken is an “interested person” (as defined above) of the Fund because of his positions with subsidiaries of, and ownership of shares of common stock of, Legg Mason, Inc., the parent company of the Investment Adviser.

5            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.

 

 

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

41

 

Annual principal executive officer and principal financial officer certifications (unaudited)

 

The Fund’s Principal Executive Officer (“PEO”) has submitted to the NYSE the required annual certification and the Fund also has included the certifications of the Fund’s PEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC for the period of this report.

 


 

 

42

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

 

 

Other shareholder communications regarding accounting matters (unaudited)

 

The Fund’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund’s Audit Committee Chair (together with the CCO, “Complaint Officers”). Complaints may be submitted on an anonymous basis.

 

The CCO may be contacted at:
Legg Mason & Co., LLC
Compliance Department
100 International Drive
Baltimore, MD 21202

 

Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

43

 

Dividend reinvestment plan (unaudited)

 

The Fund and American Stock Transfer & Trust Company LLC (“Agent”), as the Transfer Agent and Registrar of WIA, offer a convenient way to add shares of WIA to your account. WIA 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 WIA 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 WIA, 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 WIA 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

 

WIA 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 will 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.

 


 

 

44

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

 

 

Dividend reinvestment plan (unaudited) (cont’d)

 

Inquiries regarding the Plan, as well as notices of termination, should be directed to American Stock Transfer & Trust Company LLC, 59 Maiden Lane, New York, NY 10038. Investor Relations telephone number 1-888-888-0151.

 

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, by visiting the Fund’s website (http://www.guggenheimfunds.com/wia), 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-SEC-0330.

 


 

 

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

45

 

Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended December 31, 2011:

 

Record date:

 

Monthly

 

Payable date:

 

January 2011 - December 2011

 

 

Interest from federal obligations

 

44.86%*

 

 

 

*  The fund has met the quarterly asset requirements for California, Connecticut and New York resident shareholders.

 

The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.

 

Please retain this information for your records.

 


 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

Trustees

 

Investment advisers

 

Custodian

R. Jay Gerken

 

Western Asset Management Company

 

State Street Bank and Trust Company

Michael Larson

 

Western Asset Management Company Limited

 

1 Lincoln Street

Ronald A. Nyberg

 

Western Asset Management Company Pte. Ltd.

 

Boston, MA 02111

Ronald E. Toupin, Jr.

 

Western Asset Management Company Ltd

 

 

 

 

 

 

Legal counsel

Officers

 

Servicing agent

 

Ropes & Gray LLP

R. Jay Gerken

 

Guggenheim Funds Distributors, Inc.

 

1211 Avenue of the Americas

President

 

2455 Corporate West Drive

 

New York, NY 10036

Charles A. Ruys de Perez

 

Lisle, IL 60532

 

 

Vice President

 

 

 

Independent registered public accounting firm

Todd F. Kuehl

 

 

 

PricewaterhouseCoopers LLP

Chief Compliance Officer

 

 

 

100 East Pratt Street

Richard F. Sennett

 

 

 

Baltimore, MD 21202

Principal Financial Officer

 

 

 

 

Erin K. Morris

 

 

 

Transfer agent

Treasurer

 

 

 

American Stock

Mark E. Mathiasen

 

 

 

Transfer & Trust Company LLC

Secretary

 

 

 

59 Maiden Lane

 

 

 

 

New York, NY 10038

 


 

Legg Mason Funds Privacy and Security Notice

 

Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds

 

This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain closed-ends funds managed or sub-advised by Legg Mason or its affiliates. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

 

The Type of Nonpublic Personal Information the Funds Collect About You

 

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

 

·        Personal information included on applications or other forms;

·        Account balances, transactions, and mutual fund holdings and positions;

·        Online account access user IDs, passwords, security challenge question responses; and

·        Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.).

 

How the Funds Use Nonpublic Personal Information About You

 

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:

 

·        Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or comply with obligations to government regulators;

·        Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform marketing services solely for the Funds;

·        The Funds’ representatives such as legal counsel, accountants and auditors; and

·        Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

 

 

 

 

 

 

 

 

NOT PART OF THE ANNUAL REPORT

 

 

 

 

 

 

 

 


 

Legg Mason Funds Privacy and Security Notice (cont’d)

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.

 

The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

 

Keeping You Informed of the Funds’ Privacy and Security Practices

 

The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.

 

The Funds’ Security Practices

 

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.

 

Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.

 

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, or if you have questions about the Funds’ privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-888-777-0102.

 

Revised April 2011

 

 

 

 

 

 

 

 

NOT PART OF THE ANNUAL REPORT

 

 

 

 

 

 

 

 


 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund
385 East Colorado Boulevard
Pasadena, CA 91101

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase at market prices, shares of its Common Stock in the open market.

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-345-7999.

 

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-800-345-7999, (2) on the Fund’s website at www.guggenheimfunds.com/wia and (3) on the SEC’s website at www.sec.gov.

 

This report is transmitted to the shareholders of Western Asset/Claymore Inflation-Linked Securities & Income Fund for their information. This is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or any securities mentioned in this report.

 

American Stock
Transfer & Trust Company
59 Maiden Lane
New York, NY 10038

 

WASX013148-A-(2-12)

 


 

ITEM 2.                  CODE OF ETHICS.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

 

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.

 

(Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as amended, as a result of being designated or identified as an audit committee financial expert.  The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.  The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the audit committee or Board of Trustees.)

 

ITEM 4.                  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending December 31, 2010 and December 31, 2011 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $38,832 in December 31, 2010 and $34,329 in December 31, 2011.

 

b) Audit-Related Fees. There were no aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item.

 

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor 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 that provides ongoing services to the Western Asset/Claymore Inflation-Linked Securities & Income Fund (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods.

 

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $ 4,000 in December 31, 2010 and $4,120 in December 31, 2011. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

 



 

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

 

d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item 4 for the Western Asset/Claymore Inflation-Linked Securities & Income Fund.

 

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Western Asset/Claymore Inflation-Linked Securities & Income Fund requiring pre-approval by the Audit Committee in the Reporting Period.

 

(e) Audit Committee’s pre—approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

 

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund.  The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

 

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors.  As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund.  Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

 

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.

 

(2) For the Western Asset/Claymore Inflation-Linked Securities & Income Fund, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for December 31, 2010 and December 31, 2011; Tax Fees were 100% and 100% for December 31, 2010 and December 31, 2011; and Other Fees were 100% and 100% for December 31, 2010 and December 31, 2011.

 

(f) N/A

 



 

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset/Claymore Inflation-Linked Securities & Income Fund, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset/Claymore Inflation-Linked Securities & Income Fund during the reporting period were $0 in 2011.

 

(h) Yes.  Western Asset/Claymore Inflation-Linked Securities & Income Fund’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence.  All services provided by the Auditor to the Western Asset/Claymore Inflation-Linked Securities & Income Fund or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.

 

ITEM 5.                  AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:

 

Michael Larson

Ronald A. Nyberg

Ronald E. Toupin, Jr.

 

b) Not applicable.

 

ITEM 6.                  SCHEDULE OF INVESTMENTS.

 

Included herein under Item 1.

 

ITEM 7.                  DISCLOSURE OF PROXY VOITNG POLIIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Proxy Voting Guidelines and Procedures

 

The Proxy Voting Policies and Procedures govern in determining how proxies relating to the fund’s portfolio securities are voted and are provided below.  Information regarding how each fund voted proxies (if any) relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (1) by calling 888-425-6432, (2) on the fund’s website at http://www.leggmason.com/individualinvestors  and (3) on the SEC’s website at http://www.sec.gov.

 

Background

 

Western Asset Management Company (“WA”), Western Asset Management Company Limited (“WAML”), Western Asset Management Company Ltd (“WAMCL”) and Western Asset Management Company Pte. Ltd. (“WAMC”) (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, directors or employees of Legg Mason Inc. or any of its affiliates (except that WA, WAML, WAMCL and WAMC may so consult and agree with each other) 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

 

Prior to August 1, 2003, all existing client investment management agreements (“IMAs”) will be reviewed to determine whether Western Asset has authority to vote client proxies. At account start-up, or upon amendment of an IMA, the applicable client IMA are similarly reviewed. 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. Prior to August 1, 2003, Proxy Recipients of existing clients will be reminded of the appropriate routing to Corporate Actions for proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. 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

 

Part II of the WA Form ADV, the WAML Form ADV, the WAMCL Form ADV and WAMC Form ADV, each, contain a description of Western Asset’s proxy policies. Prior to August 1, 2003, Western Asset will deliver Part II of its revised Form ADV to all existing clients, along with a letter identifying the new disclosure. 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 Asset (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 Asset or an officer or director of Western Asset 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, director or person who is a candidate for director 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 directors; 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 directors. 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 directors. More specific guidelines related to certain board-approved proposals are as follows:

 

1. Matters relating to the Board of Directors

 

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

 

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

 

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

 

c. Votes are withheld for any nominee for director 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 directors.

 

2. 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 directors, 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 directors, 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.

 

3. 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 directors.

 

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.

 

4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

 

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

 

5. 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.

 

6. 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 directors 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 directors.

 

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 directors 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.

 

4. 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.

 



 

ITEM 8.                  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

(a)(1):

 

NAME AND
ADDRESS

 

PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS

Stephen A. Walsh

Western Asset
385 East Colorado Blvd.

Pasadena, CA 91101

 

Co-portfolio manager of the fund; Deputy Chief Investment Officer of Western Asset from 2000 to 2008; Chief Investment Officer of Western Asset since 2008.

 

 

 

Keith J. Gardner

Western Asset
385 East Colorado Blvd.

Pasadena, CA 91101

 

Co-portfolio manager of the fund; portfolio manager and research analyst at Western Asset since 1994.

 

 

 

Michael C. Buchanan

Western Asset

385 East Colorado Blvd.

Pasadena, CA91101

 

Co-portfolio manager of the fund; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management

 

 

 

Peter H. Stutz

Western Asset
385 East Colorado Blvd.

Pasadena, CA

 

Co-portfolio manager of the fund; portfolio manager at Western Asset since 1997.

 

 

 

Paul E. Wynn

Western Asset
385 East Colorado Blvd.

Pasadena, CA

 

Co-portfolio manager of the fund; portfolio manager at Western Asset for more than five years

 

(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

 

The following tables set forth certain additional information with respect to the fund’s portfolio managers for the fund. Unless noted otherwise, all information is provided as of December 31, 2011.

 

Other Accounts Managed by Portfolio Managers

 



 

The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

 

 

 

Registered

 

Other Pooled

 

 

Portfolio

 

Investment

 

Investment

 

Other

Manager(s)

 

Companies

 

Vehicles

 

Accounts

 

 

 

 

 

 

 

Stephen A. Walsh

 

101 registered investment companies with $163.5 billion in total assets under management

 

208 Other pooled investment vehicles with $103.7 billion in assets under management*

 

741 Other accounts with $175.5 billion in total assets under management**

 

 

 

 

 

 

 

Keith J. Gardner

 

40 registered investment companies with $26.6 billion in total assets under management

 

7 Other pooled investment vehicles with $2.6 billion in assets under management***

 

2 Other accounts with $1.1 billion in total assets under management

 

 

 

 

 

 

 

Michael C. Buchanan

 

46 registered investment Companies with $30.2 billion in total assets Under management

 

10 Other pooled investment vehicles with $5.0 billion in assets under management

 

15 Other accounts with $2.2 billion in total assets under management

 

 

 

 

 

 

 

Peter H. Stutz

 

6 registered investment Companies with $3.0 billion in total assets Under management

 

2 Other pooled investment vehicle with $4 million in assets under management

 

13 Other accounts with $3.0 billion in total assets under management***

 

 

 

 

 

 

 

Paul E. Wynn

 

6 registered investment Company with $38 billion in total assets Under management

 

3 Other pooled investment vehicles with $0.3 billion in assets under management

 

13 Other accounts with $3.8 billion in total assets under management****

 


*        Includes 6 accounts managed, totaling $851.8 million, for which advisory fee is performance based.

 

**      Includes 76 accounts managed, totaling $18.9 billion, for which advisory fee is performance based.

 

***    Includes 1 account managed, totaling $169.4 million, for which advisory fee is performance based.

 

****  Includes 1 account managed, totaling $0.5 billion, for which advisory fee is performance based.

 

‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”).  Mr. Walsh is involved in the management of all the Firm’s

 



 

portfolios, but he is not solely responsible for particular portfolios.  Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. He is responsible for overseeing implementation of Western Asset’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.

 

(a)(3): Portfolio Manager Compensation

 

With respect to the compensation of the portfolio managers, Western Asset’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its 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, the subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is a portfolio manager’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to a fund, the benchmark set forth in the fund’s Prospectus to which the fund’s average annual total returns are compared or, if none, the benchmark set forth in the fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 years having the most emphasis. The subadviser may also measure a portfolio manager’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because portfolio managers are generally responsible for multiple accounts (including the funds) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the subadviser’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 stock options and long-term incentives that vest over a set period of time past the award date.

 

Potential Conflicts of Interest

 

Conflicts of Interest

 

The manager, subadvisers and portfolio managers have interests which conflict with the interests of the fund. There is no guarantee that the policies and procedures adopted by the manager, the subadvisers and the fund will be able to identify or mitigate these conflicts of interest.

 

Some examples of material conflicts of interest include:

 

Allocation of Limited Time and Attention. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. A portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those funds and accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. Such a portfolio manager may make general determinations across multiple funds, rather than tailoring a unique approach for each fund. The effects of this conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

 

Allocation of Limited Investment Opportunities; Aggregation of Orders. If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated

 



 

among these several funds or accounts, which may limit the fund’s ability to take full advantage of the investment opportunity. Additionally, a subadviser may aggregate transaction orders for multiple accounts for purpose of execution. Such aggregation may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. In addition, a subadviser’s trade allocation policies may result in the fund’s orders not being fully executed or being delayed in execution.

 

Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts. For example, a portfolio manager may determine that it would be in the interest of another account to sell a security that the fund holds long, potentially resulting in a decrease in the market value of the security held by the fund.

 

Cross Trades. Portfolio managers may manage funds that engage in cross trades, where one of the manager’s funds or accounts sells a particular security to another fund or account managed by the same manager. Cross trades may pose conflicts of interest because of, for example, the possibility that one account sells a security to another account at a higher price than an independent third party would pay or otherwise enters into a transaction that it would not enter into with an independent party, such as the sale of a difficult-to-obtain security.

 

Selection of Broker/Dealers. Portfolio managers may select or influence the selection of the brokers and dealers that are used to execute securities transactions for the funds and/or accounts that they supervise. In addition to executing trades, some brokers and dealers provide subadvisers with brokerage and research services, These services may be taken into account in the selection of brokers and dealers whether a broker is being selected to effect a trade on an agency basis for a commission or (as is normally the case for the funds) whether a dealer is being selected to effect a trade on a principal basis. This may result in the payment of higher brokerage fees and/or execution at a less favorable price than might have otherwise been available. The services obtained may ultimately be more beneficial to certain of the manager’s funds or accounts than to others (but not necessarily to the funds that pay the increased commission or incur the less favorable execution). A decision as to the selection of brokers and dealers could therefore yield disproportionate costs and benefits among the funds and/or accounts managed.

 

Variation in Financial and Other Benefits. A conflict of interest arises where the financial or other benefits available to a portfolio manager differ among the funds and/or accounts that he or she manages. If the amount or structure of the investment manager’s management fee and/or a portfolio manager’s compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. Similarly, the desire to maintain assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager in affording preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager. A portfolio manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such funds and/or accounts. Also, a portfolio manager’s or the manager’s or a subadviser’s desire to increase assets under management could influence the portfolio manager to keep a fund open for new investors without regard to potential benefits of closing the fund to new investors. Additionally, the portfolio manager might be motivated to favor funds and/or accounts in which he or she has an ownership interest or in which the investment manager and/or its affiliates have ownership interests. Conversely, if a portfolio manager does not personally hold an investment in the fund, the portfolio manager’s conflicts of interest with respect to the fund may be more acute.

 

Related Business Opportunities. The investment manager or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of funds and/or accounts that provide greater overall returns to the investment manager and its affiliates.

 



 

(a)(4): Portfolio Manager Securities Ownership

 

The table below identifies the dollar range of securities beneficially owned by each portfolio managers as of December 31, 2011.

 

Portfolio Manager(s)

 

Dollar Range of
Portfolio
Securities
Beneficially
Owned

Stephen A. Walsh

 

D

Keith J. Gardner

 

A

Michael C. Buchanan

 

A

Peter H. Stutz

 

C

Paul E. Wynn

 

A

 

Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million

 

ITEM 9.                  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

None.

 



 

ITEM 10.                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

None.

 

ITEM 11.                CONTROLS AND PROCEDURES.

 

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12.                EXHIBITS.

 

(a) (1) Code of Ethics attached hereto.

Exhibit 99.CODE ETH

 

(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.CERT

 

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.906CERT

 


 


 

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, there unto duly authorized.

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

 

By:

/s/ R. Jay Gerken

 

 

(R. Jay Gerken)

 

Trustee and President

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

Date:

February 27, 2012

 

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/ R. Jay Gerken

 

 

(R. Jay Gerken)

 

Trustee and President

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

Date: February 27, 2012

 

By:

/s/ Richard F. Sennett

 

 

(Richard F. Sennett)

 

Principal Financial and Accounting Officer

 

Western Asset/Claymore Inflation-Linked Securities & Income Fund

Date:

February 27, 2012