UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Co-Registrants [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
TS&W / CLAYMORE TAX-ADVANTAGED BALANCED FUND
(Names of Co-Registrants As Specified in their Charters)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
THOMPSON, SIEGEL & WALMSLEY LLC CLAYMORE(SM)
- -------------------------------
INVESTMENT MANAGEMENT
TS&W / CLAYMORE TAX-ADVANTAGED BALANCED FUND
2455 CORPORATE WEST DRIVE
LISLE, ILLINOIS 60532
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 20, 2009
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Notice is hereby given to the holders of common shares of beneficial
interest, par value $0.01 per share ("Common Shares"), and the holders of
Auction Market Preferred Shares, par value $0.01 per share, liquidation
preference $25,000 per share ("Preferred Shares," and together with Common
Shares, "Shares"), of TS&W / Claymore Tax-Advantaged Balanced Fund (the "Fund")
that the annual meeting of shareholders of the Fund (the "Annual Meeting") will
be held at the offices of the Fund, 2455 Corporate West Drive, Lisle, Illinois
60532, on Monday, July 20, 2009, at 12:00 p.m., noon, Central time. The Annual
Meeting is being held for the following purposes:
1. To elect two Trustees as Class II Trustees by holders of Common Shares
and Preferred Shares voting together as a single class, to serve until
the Fund's 2012 annual meeting of shareholders or until their
respective successors shall have been elected and qualified.
2. To elect one Trustee as a Class II Trustee by holders of Preferred
Shares voting as a separate class, to serve until the Fund's 2012
annual meeting of shareholders or until a successor shall have been
elected and qualified.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
THIS IS A VERY IMPORTANT ANNUAL MEETING OF THE FUND. A SHAREHOLDER HAS
NOTIFIED THE FUND OF ITS INTENT TO NOMINATE A CANDIDATE FOR ELECTION AS A
TRUSTEE OF THE FUND BY THE HOLDERS OF PREFERRED SHARES VOTING AS A SEPARATE
CLASS. THE BOARD OF TRUSTEES (THE ") OF THE FUND, INCLUDING THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH TRUSTEE
NOMINEE NOMINATED BY THE BOARD AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
THE BOARD STRONGLY URGES YOU NOT TO VOTE FOR ANY TRUSTEE NOMINEE PUT FORWARD BY
A SHAREHOLDER.
The Board has fixed the close of business on May 15, 2009 as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting.
It is important that your Shares be represented at the Annual Meeting
in person or by proxy. Whether or not you plan to attend the Annual Meeting, we
urge you to complete, sign, date, and return the enclosed White Proxy Card in
the postage-paid envelope provided or record your voting instructions via
telephone or the Internet so you will be represented at the Annual Meeting. If
you attend the Annual Meeting and wish to vote in person, you will be able to do
so and your vote at the Annual Meeting will revoke any proxy you may have
submitted. Merely attending the Annual Meeting, however, will not revoke any
previously submitted proxy.
THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD THAT
MAY BE SENT TO YOU BY A SHAREHOLDER. If you have previously returned a proxy
card sent to you by a shareholder, you may change your vote by completing,
signing, dating and returning the enclosed White Proxy Card in the postage-paid
envelope provided or by recording your voting instructions via telephone or the
Internet.
By order of the Board of Trustees,
/S/ J. Thomas Futrell
J. Thomas Futrell
Chief Executive Officer
Lisle, Illinois
June 10, 2009
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD IN
THE POSTAGE-PAID ENVELOPE PROVIDED OR RECORD YOUR VOTING INSTRUCTIONS VIA
TELEPHONE OR THE INTERNET. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE OF
FURTHER SOLICITATION, PLEASE MAIL YOUR WHITE PROXY CARD OR RECORD YOUR VOTING
INSTRUCTIONS PROMPTLY.
TS&W / CLAYMORE TAX-ADVANTAGED BALANCED FUND
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 20, 2009
This proxy statement ("Proxy Statement") is furnished to the holders of
common shares of beneficial interest, par value $0.01 per share ("Common
Shares"), and the holders of Auction Market Preferred Shares, par value $0.01
per share, liquidation preference $25,000 per share ("Preferred Shares," and
together with Common Shares, "Shares"), of TS&W / Claymore Tax-Advantaged
Balanced Fund (the "Fund") in connection with the solicitation by the Board of
Trustees of the Fund (the "Board") of proxies to be voted at the annual meeting
of shareholders of the Fund to be held on Monday, July 20, 2009, and any
adjournment or postponement thereof (the "Annual Meeting"). The Annual Meeting
will be held at the offices of the Fund, 2455 Corporate West Drive, Lisle,
Illinois 60532 on July 20, 2009, at 12:00 p.m., Noon, Central time.
This Proxy Statement gives you information you need to vote on the
matters listed on the accompanying Notice of Annual Meeting of Shareholders
("Notice of Annual Meeting"). Much of the information in this Proxy Statement is
required under rules of the Securities and Exchange Commission ("SEC"). If there
is anything you don't understand, please contact us at our toll-free number:
(866) 882-0688.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S MOST RECENT
ANNUAL REPORT AND SEMI-ANNUAL REPORT TO SHAREHOLDERS TO ANY SHAREHOLDER UPON
REQUEST. REQUESTS SHOULD BE DIRECTED TO CLAYMORE SECURITIES, INC., 2455
CORPORATE WEST DRIVE, LISLE, ILLINOIS 60532, (866) 882-0688.
The Notice of Annual Meeting, this Proxy Statement and the enclosed
White Proxy Card are first being sent to the Fund's shareholders on or about
June 10, 2009.
o Why is a shareholder meeting being held?
The Fund's Common Shares are listed on the New York Stock Exchange (the
"NYSE") under the ticker symbol "TYW," which requires the Fund to hold
an annual meeting of shareholders to elect Trustees each fiscal year.
o What proposals will be voted on at the Annual Meeting?
Shareholders of the Fund are being asked to vote on the following
proposals at the Annual Meeting:
1
1. To elect two Trustees as Class II Trustees (Mr. Matthew J. Appelstein
and Mr. Ronald A. Nyberg are the nominees) by holders of Common Shares
and Preferred Shares voting together as a single class, to serve until
the Fund's 2012 annual meeting of shareholders or until their
respective successors shall have been elected and qualified.
2. To elect one Trustee as a Class II Trustee (Mr. L. Kent Moore is the
nominee) by holders of Preferred Shares voting as a separate class, to
serve until the Fund's 2012 annual meeting of shareholders or until a
successor shall have been elected and qualified.
o Will your vote make a difference?
YES! Your vote is important and could make a difference in the
governance of the Fund, no matter how many Shares you own.
This is a very important Annual Meeting of the Fund. A shareholder has
notified the Fund of its intent to nominate a candidate for election as
a Trustee of the Fund by the holders of Preferred Shares voting as a
separate class. The Board has nominated Mr. L. Kent Moore, who has
served as a Trustee of the Fund since the commencement of the Fund's
operations in 2004, for re-election as a Trustee by holders of
Preferred Shares voting as a separate class. The Board strongly
believes that Mr. Moore is better qualified to serve as a Trustee of
the Fund than the shareholder's proposed nominee and will better serve
the interests of all shareholders. The Board strongly urges you not to
vote for any trustee nominee put forward by a shareholder.
o Who is asking for your vote?
The enclosed proxy is solicited by the Board for use at the Annual
Meeting to be held on Monday, July 20, 2009, and, if the Annual Meeting
is adjourned or postponed, at any later meetings, for the purposes
stated in the Notice of Annual Meeting.
o How does the Board recommend that shareholders vote on the proposals?
The Board, including the Independent Trustees, unanimously recommends
that you vote "FOR ALL" of the nominees of the Board (Mr. Matthew J.
Appelstein and Mr. Ronald A. Nyberg) pursuant to Proposal 1 and that
holders of Preferred Shares vote "FOR" the nominee of the Board (Mr. L.
Kent Moore) pursuant to Proposal 2.
o Who is eligible to vote?
Shareholders of record of the Fund at the close of business on May 15,
2009 (the "Record Date") are entitled to be present and to vote at
2
the Annual Meeting or any adjournment or postponement thereof. Each
Share is entitled to one vote.
o How do you vote your shares?
Whether or not you plan to attend the Annual Meeting, we urge you to
complete, sign, date, and return the enclosed White Proxy Card in the
postage-paid envelope provided or record your voting instructions via
telephone or the Internet so your Shares will be represented at the
Annual Meeting. If you attend the Annual Meeting and wish to vote in
person, you will be able to do so. You may contact the Fund at (866)
882-0688 to obtain directions to the site of the Annual Meeting.
Shares represented by duly executed proxies will be voted in accordance
with your instructions. If you sign the proxy, but don't fill in a
vote, your Shares will be voted in accordance with the Board's
recommendation. If any other business is brought before the Annual
Meeting, your Shares will be voted at the proxies' discretion.
Shareholders who execute proxies may revoke them at any time before
they are voted by filing with the Secretary of the Fund a written
notice of revocation, by delivering a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.
Merely attending the Annual Meeting, however, will not revoke any
previously submitted proxy.
THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD THAT
MAY BE SENT TO YOU BY A SHAREHOLDER. If you have previously returned a
proxy card sent to you by a shareholder, you may change your vote by
completing, signing, dating and returning the enclosed White Proxy Card
in the postage-paid envelope provided or by recording your voting
instructions via telephone or the Internet.
o How many Shares of the Fund were outstanding as of the Record Date?
At the close of business on the Record Date, the Fund had 15,407,000
Common Shares and 4,200 Preferred Shares outstanding.
THE PROPOSALS: ELECTION OF TRUSTEES
The Fund's Common Shares are listed on the NYSE, which requires the
Fund to hold an annual meeting of shareholders to elect Trustees each fiscal
year. Shareholders of the Fund are being asked to elect to Trustees in the
following manner:
Proposal 1: To elect two Trustees as Class II Trustees (Mr. Matthew J.
Appelstein and Mr. Ronald A. Nyberg are the nominees) by holders of
Common Shares and Preferred Shares voting together as a single
class, to
3
serve until the Fund's 2012 annual meeting of shareholders or until
their respective successor shall have been elected and qualified.
Proposal 2: To elect one Trustee as a Class II Trustee (Mr. L. Kent Moore is the
nominee) by holders of Preferred Shares voting as a separate class,
to serve until the Fund's 2012 annual meeting of shareholders or
until a successor shall have been elected and qualified.
COMPOSITION OF THE BOARD OF TRUSTEES
The Trustees of the Fund are classified into three classes: Class I
Trustees, Class II Trustees and Class III Trustees.
CLASS I TRUSTEES
- Mr. Randall C. Barnes and Mr. Robert M. Hamje are the Class I
Trustees. It is currently anticipated that the Class I Trustees will
next stand for election at the Fund's 2011 annual meeting of
shareholders.
CLASS II TRUSTEES
- Mr. Matthew J. Appelstein, Mr. L. Kent Moore* and Mr. Ronald A.
Nyberg are the Class II Trustees. Messrs. Appelstein, Moore and Nyberg
are standing for election at the Annual Meeting. It is currently
anticipated that the Class II Trustees will next stand for election at
the Fund's 2012 annual meeting of shareholders.
CLASS III TRUSTEES
- Mr. Steven D. Cosler, Mr. Nicholas Dalmaso* and Mr. Ronald E. Toupin,
Jr. are the Class III Trustees. It is currently anticipated that the
Class III Trustees will next stand for election at the Fund's 2010
annual meeting of shareholders.
- -----------------
* Designated as Trustee representing holders of Preferred Shares.
Generally, the Trustees of only one class are elected at each annual
meeting of shareholders, so that the regular term of only one class of Trustees
will expire annually and any particular Trustee stands for election only once in
each three year period. Each trustee nominee elected at the annual meeting as a
Class II Trustee of the Fund will hold office until the Fund's 2012 annual
meeting of shareholders or until his successor shall have been elected and
qualified. The other Trustees of the Fund will continue to serve under their
current terms as described above. Unless authority is withheld, it is the
intention of the persons named in the proxy to vote the proxy "FOR" the election
of the trustee nominees named above pursuant to Proposal 1 and Proposal 2. Each
trustee nominee nominated by the Board has indicated that he has consented to
serve as a Trustee if elected at the Annual Meeting. If a designated trustee
nominee declines or otherwise becomes
4
unavailable for election, however, the proxy confers discretionary power on the
persons named therein to vote in favor of a substitute nominee or nominees.
TRUSTEES
Certain information concerning the Trustees and officers of the Fund is
set forth in the tables below. The "interested" Trustees (as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")) are
indicated below. Independent Trustees are those who are not interested persons
of the Fund, the Fund's investment adviser, Claymore Advisors, LLC ("Claymore"
or the "Adviser"), or the Fund's sub-advisers, SMC Fixed Income Management, LP
("SMC") and Thompson, Siegel & Walmsley LLC ("TS&W" and together with SMC, the
"Sub-Advisers") and comply with the definition of "independent" (as defined in
Rule 10A-3 of the Securities Exchange Act of 1934) (the "Independent Trustees").
The Fund is part of a fund complex (referred to herein as the "Fund
Complex") that consists of U.S. registered investment companies advised or
serviced by the Adviser or its affiliates. The Fund Complex is comprised of 14
closed-end funds, including the Fund, and 34 exchange-traded funds. The Fund
Complex is overseen by multiple boards of trustees.
TERM OF
OFFICE(2) NUMBER OF
POSITION(S) AND PORTFOLIOS IN OTHER
NAME, HELD LENGTH FUND COMPLEX DIRECTORSHIPS
ADDRESS(1) WITH OF TIME PRINCIPAL OCCUPATION OVERSEEN BY HELD BY
AND AGE FUND SERVED DURING THE PAST FIVE YEARS TRUSTEE TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
Randall C. Barnes Trustee Trustee Private Investor. Formerly, Senior Vice 44 None.
Year of birth: 1951 since 2005 President & Treasurer (1993-1997), President,
Pizza Hut International (1991-1993) and
Senior Vice President, Strategic Planning
and New Business Development (1987-1990)
of PepsiCo, Inc.
Steven D. Cosler Trustee Trustee Formerly, President (2001-2005), Chief 2 Director, Cydex
Year of birth: 1955 since 2005 Executive Officer and Director (2002-2005), Pharmaceuticals,
Chief Operating Officer (2000-2002) and Inc., CCS
Executive Vice President (1997-2001) of Medical,
Priority Healthcare Corporation. Access Mediquip, and
SXC Health Solutions,
CareCentrix,
Healthplan Holdings.
Robert M. Hamje Trustee Trustee Formerly, President and Chief Investment 2 Trustee, funds
Year of birth: 1942 since 2004 Officer of TRW Investment Management in the Old Mutual
Company (1990-2003). Advisor fund complex.
5
TERM OF
OFFICE(2) NUMBER OF
POSITION(S) AND PORTFOLIOS IN OTHER
NAME, HELD LENGTH FUND COMPLEX DIRECTORSHIPS
ADDRESS(1) WITH OF TIME PRINCIPAL OCCUPATION OVERSEEN BY HELD BY
AND AGE FUND SERVED DURING THE PAST FIVE YEARS TRUSTEE TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES: (continued)
L. Kent Moore(3) Trustee Trustee Principal of Foothills Energy Ventures, 2 Trustee, funds
Year of birth: 1955 since 2004 LLC (2006-present). Formerly, Managing in the Old Mutual
Director High Sierra Energy L.P., (2004- Advisor fund
2005). Formerly, Portfolio Manager and complex.
Vice President of Janus Capital
Corp. (2000-2002) and Senior Analyst/
Portfolio Manager of Marsico Capital
Management (1997-1999).
Ronald A. Nyberg(3) Trustee Trustee Partner of Nyberg & Cassioppi, LLC, 46 None.
Year of birth: 1953 since 2004 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).
Ronald E. Trustee Trustee Retired. Formerly, Vice President, Manager 43 None.
Toupin, Jr. since 2004 and Portfolio Manager of Nuveen Asset
Year of birth: 1958 Management (1998-1999), Vice President of
Nuveen Investment Advisor Corporation
(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).
INTERESTED TRUSTEES:
Matthew J. Trustee Senior Vice President, Product Strategy and 2 Trustee, funds
Appelstein+(3) 2005 Retirement Solution Planning, Old Mutual in the Old Mutual
Year of birth: 1961 Asset Management (2006-present); Director of Advisor fund
Investment Services, Old Mutual Asset complex.
Management (2003-2006). Formerly, Senior
Vice President of Consulting Relationship and
Director of Investment Services, Fidelity
Management Trust Company (1998-2003).
Nicholas Dalmaso+ Trustee Attorney. Formerly, Senior Managing Director 45 None.
Year of birth: 1965 since and Chief Administrative Officer (2007-2008)
2004 and General Counsel (2001-2007) of Claymore
Advisors, LLC and Claymore Securities, Inc.
Assistant General Counsel, John Nuveen and
Company Inc. (1999-2001). Formerly, Vice
President and Associate General Counsel of Van
Kampen Investments, Inc. (1992-1999).
- ---------------------
+ "Interested person" of the Fund as defined in the 1940 Act. Mr.
Appelstein is an interested person of the Fund because he is an officer
of Old Mutual Asset Management, the parent company of TS&W. Mr. Dalmaso
is an interested person of the Fund as a result of his former position
as an officer of the Investment Adviser and certain of its affiliates
and his equity ownership of the Investment Adviser and certain of its
affiliates.
(1) The business address of each Trustee of the Fund is 2455 Corporate West
Drive, Lisle, Illinois 60532, unless otherwise noted.
(2) Each Trustee is generally expected to serve a three year term
concurrent with the class of Trustees for which he serves.
(3) Nominee for election as a Trustee at the Annual Meeting.
5
EXECUTIVE OFFICERS
The following information relates to the executive officers of the Fund
who are not Trustees. The Fund's officers receive no compensation from the Fund
but may also be officers or employees of the Adviser, the Sub-Advisers or
affiliates of the Adviser or the Sub-Advisers and may receive compensation in
such capacities.
TERM OF
OFFICE(2) AND
LENGTH
NAME, ADDRESS(1) OF TIME PRINCIPAL OCCUPATION DURING
AND AGE TITLE SERVED THE PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------
J. Thomas Futrell Chief Since Senior Managing Director, Chief Investment Officer
Year of birth: 1955 Executive 2008 (2008-present) of Claymore Advisors, LLC and
Claymore Officer Securities, Inc.; Chief Executive
Officer of certain funds in the Fund Complex.
Formerly, Managing Director in charge of Research
(2000-2007) for Nuveen Asset Management.
Kevin M. Robinson Chief Since Senior Managing Director, General Counsel and
Year of birth: 1959 Legal 2008 Corporate Secretary (2007-present) of Claymore
Officer Advisors, LLC and Claymore Securities, Inc.; Chief
Legal Officer of certain funds in the Fund Complex.
Formerly, Associate General Counsel (2000-2007) of
NYSE Euronext, Inc. Formerly, Archipelago Holdings,
Inc. Senior Managing Director and Associate General
Counsel (1997-2000) of ABN Amro Inc. Formerly, Senior
Counsel in the Enforcement Division (1989-1997)
of the U.S. Securities and Exchange Commission.
Steven M. Hill Chief Since Senior Managing Director of Claymore Advisors, LLC
Year of birth: 1964 Financial 2004 and Claymore Securities, Inc. (2005- present). Formerly,
Officer, Chief Financial Officer (2005-2006) Claymore Group Inc.
Chief Managing Director of Claymore Advisors, LLC and
Accounting Claymore Securities, Inc. (2003-2005). Previously,
Officer and Treasurer of Henderson Global Funds and Operations
Treasurer Manager for Henderson Global Investors (NA) Inc.,
(2002-2003); Managing Director, FrontPoint Partners
LLC (2001- 2002); Vice President, Nuveen Investments
(1999-2001); Chief Financial Officer, Skyline Asset
Management LP, (1999); Vice President, Van Kampen
Investments and Assistant Treasurer, Van Kampen mutual
funds (1989-1999).
Bruce Saxon Chief Since Vice President - Fund Compliance Officer of Claymore
Year of birth: 1957 Compliance 2006 Securities, Inc. (Feb. 2006-present). Chief Compliance
Officer Officer of certain funds in the Fund Complex. Chief
Compliance Officer/Assistant Secretary of Harris
Investment Management, Inc. (2003-2006). Director-
Compliance of Harrisdirect LLC (1999-2003).
Mark E. Mathiasen Secretary Since Vice President; Assistant General Counsel of Claymore
Year of birth: 1978 2008 Group Inc. (Jan. 2007-present). Secretary of certain
funds in the Fund Complex. Previously, Law Clerk, Idaho
State Courts (2003-2006).
7
TERM OF
OFFICE(2) AND
LENGTH
NAME, ADDRESS(1) OF TIME PRINCIPAL OCCUPATION DURING
AND AGE TITLE SERVED THE PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------
Vincent R. Giordano Vice Since Senior Managing Director of SMC Fixed Income
Year of Birth: 1948 President 2004 Management, LP (2006-present). Formerly, Senior
Managing Director of Claymore Advisors, LLC
(2004-2006); Senior Vice President and Portfolio
Manager of Merrill Lynch Asset Management, Inc.
(1985-2001).
George Gregorio Vice Since Managing Director of SMC Fixed Income Management,
Year of Birth: 1949 President 2004 LP (2006-present). Formerly, Managing Director of
Claymore Advisors, LLC (2004-2006); Sell Side
Analyst for JB Hanauer & Co.
Roberto W. Roffo Vice Since Managing Director of SMC Fixed Income Management,
Year of Birth: 1966 President 2004 LP (2006-present). Formerly, Managing Director of
Claymore Advisors, LLC (2004-2006); Director and
Vice President of Merrill Lynch Investment Managers.
James Howley Assistant Since Vice President, Fund Administration of Claymore
Year of birth: 1972 Treasurer 2007 Securities, Inc. (2004-present). Assistant Treasurer
of certain funds in the Fund Complex. Previously,
Manager, Mutual Fund Administration of Van Kampen
Investments, Inc.
Donald P. Swade Assistant Since Vice President, Fund Administration (2006-present) of
Year of birth: 1972 Treasurer 2008 Claymore Advisors, LLC and Claymore Securities,
Inc.; Assistant Treasurer of certain funds in the
Fund Complex. Formerly, Manager-Mutual Fund Financial
Administration (2003-2006) for Morgan Stanley/Van Kampen
Investments.
Mark J. Furjanic Assistant Since Vice President, Fund Administration-Tax (2005-present)
Year of birth: 1959 Treasurer 2008 of Claymore Advisors, LLC and Claymore Securities,
Inc.; Assistant Treasurer of certain funds in the Fund
Complex. Formerly, Senior Manager (1999-2005) for Ernst
& Young LLP
Melissa J. Nguyen Assistant Since Vice President, Assistant General Counsel of Claymore
Year of birth: 1978 Secretary 2006 Group, Inc. (2005-present). Secretary of certain funds
in the Fund Complex. Formerly, Associate, Vedder Price
P.C. (2003-2005).
(1) The business address of each officer of the Fund is 2455 Corporate West
Drive, Lisle, Illinois 60532, unless otherwise noted.
(2) Officers serve at the pleasure of the Board and until his or her
successor is appointed and qualified or until his or her earlier
resignation or removal.
BOARD COMMITTEES
The Trustees have determined that the efficient conduct of the
Trustees' affairs makes it desirable to delegate responsibility for certain
specific matters to committees of the Board. The committees meet as often as
necessary, either in conjunction with regular meetings of the Board or
otherwise. The committees of the Board are the Audit Committee, the Nominating
and Governance Committee and the Executive Committee.
8
Audit Committee. The Board has an Audit Committee, which is composed of
Randall C. Barnes, Steven D. Cosler, Robert M. Hamje, L. Kent Moore, Ronald A.
Nyberg and Ronald E. Toupin, Jr.
The Audit Committee is charged with selecting an independent registered
public accounting firm for the Fund and reviewing accounting matters with the
Fund's independent registered public accounting firm. Each member of the Audit
Committee is an Independent Trustee as defined above and also meets the
additional independence requirements for audit committee members as defined by
the NYSE.
The Audit Committee is governed by a written charter, the most recent
version of which was approved by the Board on October 13, 2006 (the "Audit
Committee Charter"). In accordance with proxy rules promulgated by the SEC, a
fund's audit committee charter is required to be filed at least once every three
years as an exhibit to a fund's proxy statement. The Fund's Audit Committee
Charter was attached as Appendix A to the Fund's 2007 proxy statement.
The Audit Committee presents the following report on behalf of the
Fund:
The Audit Committee has performed the following functions: (i) the
Audit Committee reviewed and discussed the audited financial statements
of the Fund with management of the Fund, (ii) the Audit Committee
discussed with the Fund's independent registered public accounting firm
the matters required to be discussed by the Statement on Auditing
Standards No. 61, (iii) the Audit Committee received the written
disclosures and the letter from the Fund's independent registered
public accounting firm required by Independence Standards Board
Standard No. 1 and has discussed with the Fund's independent registered
public accounting firm the independence of the Fund's independent
registered public accounting firm and (iv) the Audit Committee
recommended to the Board of Trustees of the Fund that the financial
statements be included in the Fund's Annual Report for the past fiscal
year.
Nominating and Governance Committee. The Board has a Nominating and
Governance Committee, which is composed of Randall C. Barnes, Steven D. Cosler,
Robert M. Hamje, L. Kent Moore, Ronald A. Nyberg and Ronald E. Toupin, Jr., each
of whom is an Independent Trustee as defined above and is "independent" as
defined by NYSE listing standards.
The Nominating and Governance Committee is governed by a written
charter, the most recent version of which was approved by the Board on April 16,
2009 (the "Nominating and Governance Committee Charter"). In accordance with
proxy rules promulgated by the SEC, a fund's nominating committee charter is
required to be filed at least once every three years as an exhibit to a fund's
proxy statement. The Fund's Nominating and Governance Committee Charter is
attached as Appendix B hereto.
The Nominating and Governance Committee (i) evaluates and recommends
all candidates for election or appointment as members of the Board
9
and recommends the appointment of members and chairs of each committee of the
Board, (ii) reviews policy matters affecting the operation of the Board and
committees of the Board, (iii) periodically evaluates the effectiveness of the
Board and committees of the Board and (iv) oversees the contract review process,
including review of the Fund's advisory agreements and other contracts with
affiliated service providers. In considering Trustee nominee candidates, the
Nominating and Governance Committee requires that Trustee candidates have a
college degree or equivalent business experience and may take into account a
wide variety of factors in considering Trustee candidates, including (but not
limited to): availability and commitment of a candidate to attend meetings and
perform the responsibilities of a Trustee, relevant experience, educational
background, financial expertise, the candidate's ability, judgment and expertise
and overall diversity of the Board's composition. The Nominating and Governance
Committee may consider candidates recommended by various sources, including (but
not limited to): such Fund's Trustees, officers, investment advisers and
shareholders. The Nominating and Governance Committee will not nominate a person
for election to the Board as a Trustee after such person has reached the age of
seventy-two (72), unless such person is an "interested person" of such Fund as
defined in the 1940 Act. The Nominating and Governance Committee may, but is not
required to, retain a third party search firm to identify potential candidates.
A Trustee candidate must (i) be prepared to submit written answers to a
questionnaire seeking professional and personal information that will assist the
Nominating and Governance Committee to evaluate the candidate and to determine,
among other matters, whether the candidate would qualify as a Trustee who is not
an "interested person" of the registrant as such term is defined under the 1940
Act; (ii) be prepared to submit character references and agree to appropriate
background checks; and (iii) be prepared to meet with one or more members of the
Nominating and Governance Committee at a time and location convenient to those
Nominating and Governance Committee members in order to discuss the nominee's
qualifications.
The Nominating and Governance Committee will consider Trustee
candidates recommended by the Fund's shareholders. The Nominating and Governance
Committee will consider and evaluate Trustee nominee candidates properly
submitted by shareholders on the same basis as it considers and evaluates
candidates recommended by other sources. To have a candidate considered by the
Nominating and Governance Committee, a shareholder must submit the
recommendation in writing and must include the information required by the for
Shareholders to Submit Nominee Candidates" that are set forth as Appendix B to
the Nominating and Governance Committee Charter, which is attached as Appendix B
hereto. Shareholder recommendations must be sent to the Fund's Secretary, c/o
Claymore Advisors, LLC, 2455 Corporate West Drive, Lisle, Illinois 60532.
The nominees for election at the Annual Meeting currently serve as
Trustees and were unanimously nominated by the Board of Trustees and the
Nominating and Governance Committee.
10
Executive Committee. The Board has an Executive Committee, which is
composed of Nicholas Dalmaso. The Executive Committee is authorized to act on
behalf of and with the full authority of the Board when necessary in the
intervals between meetings of the Board.
SHAREHOLDER COMMUNICATIONS
Shareholders and other interested parties may contact the Board or any
Trustee by mail. To communicate with the Board or any Trustee, correspondence
should be addressed to the Board of Trustees or the Trustee with whom you wish
to communicate by either name or title. All such correspondence should be sent
c/o the Fund's Secretary, c/o Claymore Advisors, LLC, 2455 Corporate West Drive,
Lisle, Illinois 60532.
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
As of May 15, 2009, each Trustee beneficially owned equity securities
of the Fund and other funds in the Fund Complex overseen by the Trustee in the
dollar range amounts as specified below:
AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE OF EQUITY EQUITY SECURITIES OVERSEEN BY
NAME OF TRUSTEE SECURITIES IN THE FUND TRUSTEE IN THE FUND COMPLEX
- --------------------------------------------------------------------------------
Independent Trustees:
Randall C. Barnes $10,001-$50,000 Over $100,000
Steven D. Cosler $10,001-$50,000 $10,001-$50,000
Robert M. Hamje $10,001-$50,000 $10,001-$50,000
L. Kent Moore Over $100,000 Over $100,000
Ronald A. Nyberg $1-$10,000 Over $100,000
Ronald E. Toupin, Jr. None None
Interested Trustees:
Matthew Appelstein None None
Nicholas Dalmaso None None
As of May 15, 2009, each Trustee and the Trustees and officers of the
Fund as a group owned less than 1% of the outstanding Shares of the Fund.
BOARD MEETINGS
During the Fund's fiscal year ended December 31, 2008, the Board held
six meetings, the Audit Committee held two meetings, the Nominating and
Governance Committee held three meetings and the Executive Committee held no
meetings.
Each Trustee attended at least 75% of the meetings of the Board (and
any committee thereof on which he serves) held during the Fund's fiscal year
ended December 31, 2008. It is the Fund's policy to encourage Trustees to attend
annual meetings of shareholders.
11
TRUSTEE COMPENSATION
The Fund pays an annual retainer and fee per meeting attended to each
Trustee who is not affiliated with the Adviser, a Sub-Adviser or their
respective affiliates and pays an additional annual fee to the chairman of the
Board and the chairman of any committee of the Board. The following table
provides information regarding the compensation of the Fund's Trustees for the
Fund's fiscal year ended December 31, 2008. The Fund does not accrue or pay
retirement or pension benefits to Trustees as of the date of this proxy
statement.
COMPENSATION TOTAL COMPENSATION
NAME OF TRUSTEE(1) FROM THE FUND FROM THE FUND COMPLEX
- --------------------------------------------------------------------------------
Randall C. Barnes $23,250 $285,688
Steven D. Cosler $22,500 $45,000
Robert M. Hamje $23,000 $45,500
L. Kent Moore $23,000 $45,500
Ronald A. Nyberg $24,000 $390,688
Ronald E. Toupin, Jr. $25,500 $319,563
- --------
(1) Trustees not eligible for compensation are not included in the above
table.
ADDITIONAL INFORMATION ABOUT THE SOLICITATION
At the Annual Meeting, shareholders will elect one Trustee as a Class
II Trustee by holders of Preferred Shares voting as a separate class and two
Trustees as Class II Trustees by holders of Common Shares and Preferred Shares
voting as a single class, each to serve until the Fund's 2012 annual meeting of
shareholders or until their respective successors shall have been elected and
qualified. On February 18, 2009, the Fund received a communication from The
Denali Fund Inc. ("The Denali Fund") notifying the Fund of its intent to
nominate a candidate for election as a Class II Trustee at the Annual Meeting by
holders of Preferred Shares voting as a separate class.
The Fund's Nominating and Governance Committee reviewed the
communication received from The Denali Fund, including information regarding the
qualifications of the proposed candidate. The Nominating and Governance
Committee unanimously determined to recommend the nomination of Mr. L. Kent
Moore, who has served as a Trustee of the Fund since the commencement of the
Fund's operations in 2004, for re-election as a Class II Trustee by holders of
Preferred Shares voting as a separate class. The Board received and reviewed the
recommendation of the Nominating and Governance Committee and considered the
communication received from The Denali Fund. The Board unanimously determined to
nominate Mr. Moore for re-election as a Class II Trustee by holders of Preferred
Shares voting as a separate class.
You may receive solicitation materials from The Denali Fund seeking
your proxy to vote for its trustee nominee. The Board of Trustees, including the
Independent Trustees, unanimously recommends that you vote "FOR" the election of
the trustee nominee of the Board (Mr. L. Kent Moore) as a Class II Trustee by
holders of Preferred Shares voting as a separate class on the enclosed
12
White Proxy Card. THE BOARD STRONGLY URGES YOU NOT TO VOTE FOR ANY TRUSTEE
NOMINEE PUT FORWARD BY THE DENALI FUND OR ANY SHAREHOLDER AND NOT TO SIGN OR
RETURN ANY PROXY CARD THAT MAY BE SENT TO YOU BY THE DENALI FUND OR ANY
SHAREHOLDER.
Appendix A to this Proxy Statement sets forth certain information
relating to the Fund's Trustees, executive officers and certain other persons
who may be deemed to be "participants" in the solicitation of proxies.
SHAREHOLDER APPROVAL
With respect to Proposal 1, the affirmative vote of a majority of the
Shares present in person or represented by proxy and entitled to vote on the
matter at the Annual Meeting at which a quorum is present is necessary to
approve the proposal. The holders of Common Shares and the holders of Preferred
Shares will have equal voting rights (i.e. one vote per Share) and will vote
together as a single class with respect to Proposal 1. Votes withheld will have
the same effect as votes against Proposal 1. "Broker non-votes" (i.e. Shares
held by brokers or nominees as to which (i) instructions have not been received
from the beneficial owner or the persons entitled to vote and (ii) the broker
does not have discretionary voting power on a particular matter) will have no
effect on the outcome of the vote on Proposal 1.
With respect to Proposal 2, the affirmative vote of a majority of the
Preferred Shares present in person or represented by proxy at the Annual Meeting
at which a quorum is present is necessary to approve the proposal. The holders
of Preferred Shares will have equal voting rights (i.e. one vote per Share) and
will vote as a separate class with respect to Proposal 2. Votes withheld and
broker non-votes will have the same effect as votes against Proposal 2.
BOARD RECOMMENDATION
The Board, including the Independent Trustees, unanimously recommends
that you vote "FOR ALL" of the nominees of the Board (Mr. Matthew J. Appelstein
and Mr. Ronald A. Nyberg) pursuant to Proposal 1 and that holders of Preferred
Shares vote "FOR" the nominee of the Board (Mr. L. Kent Moore) pursuant to
Proposal 2.
13
ADDITIONAL INFORMATION
FURTHER INFORMATION ABOUT VOTING AND THE ANNUAL MEETING
Whether or not you plan to attend the Annual Meeting, we urge you to
complete, sign, date, and return the enclosed White Proxy Card in the
postage-paid envelope provided or record your voting instructions via telephone
or the Internet so your Shares will be represented at the Annual Meeting.
Information regarding how to vote via telephone or the Internet is included on
the enclosed White Proxy Card.
If you attend the Annual Meeting and wish to vote in person, you will
be able to do so. You may contact the Fund at (866) 882-0688 to obtain
directions to the site of the Annual Meeting.
The Agreement and Declaration of Trust of the Fund requires the
presence of a quorum for each matter to be acted upon at the Annual Meeting. The
holders of a majority of the Shares outstanding, present in person or
represented by proxy, constitute a quorum for purposes of Proposal 1. The
holders of a majority of the Preferred Shares outstanding, present in person or
represented by proxy, constitute a quorum for purposes of Proposal 2. Votes
withheld and broker non-votes will be counted as present for quorum purposes.
All properly executed proxies received prior to the Annual Meeting will
be voted at the Annual Meeting in accordance with the instructions marked
thereon or otherwise as provided therein. IF NO SPECIFICATION IS MADE ON A PROXY
CARD, IT WILL BE VOTED FOR THE PROPOSALS SPECIFIED ON THE WHITE PROXY CARD.
Shareholders who execute proxies may revoke them at any time before
they are voted by filing with the Secretary of the Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person. Merely attending the Annual
Meeting, however, will not revoke any previously submitted proxy.
THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD THAT
MAY BE SENT TO YOU BY THE DENALI FUND OR ANY SHAREHOLDER. If you have previously
returned a proxy card sent to you by The Denali Fund or any shareholder, you may
change your vote by completing, signing, dating and returning the enclosed White
Proxy Card in the postage-paid envelope provided or by recording your voting
instructions via telephone or the Internet.
If you hold Shares in more than one account, you will receive a White
Proxy Card for each account. To ensure that all of your Shares are voted, please
sign, date and return the White Proxy Card for each account. To ensure
shareholders have the Fund's latest proxy information and material to vote, the
Board may conduct additional mailings prior to the date of the Annual Meeting,
each of which will include a White Proxy Card regardless of whether you have
previously voted. Only your latest dated proxy card will be counted.
The Board has fixed the close of business on May 15, 2009 as the Record
Date for the determination of shareholders of the Fund entitled to notice of,
and to
14
vote at, the Annual Meeting. Shareholders of the Fund as of the close of
business on the Record Date will be entitled to one vote on each matter to be
voted on by the Fund for each Share held and a fractional vote with respect to
fractional Shares with no cumulative voting rights.
ADVISER AND SUB-ADVISERS
Claymore Advisors, LLC, a wholly-owned subsidiary of Claymore Group
Inc., acts as the Fund's investment adviser. As of March 31, 2009, Claymore
entities have provided supervision, management, servicing and/or distribution on
approximately $10.1 billion in assets through closed-end funds, unit investment
trusts and exchange-traded funds. Claymore is located at 2455 Corporate West
Drive, Lisle, Illinois 60532.
SMC Fixed Income Management, LP acts as the Fund's investment
sub-adviser and is responsible for the day-to-day management of the Fund's
portfolio of municipal securities. SMC is an affiliate of Spring Mountain
Capital, LP, with its principal offices at 3 Independence Way, Suite 205,
Princeton, New Jersey 08540. Spring Mountain is an investment management firm
founded in July 2001 specializing in alternative investments and advisory
services for both broad asset allocation and/or focused portfolios. As of March
31, 2009, Spring Mountain managed approximately $684 million in total assets.
Thompson, Siegel & Walmsley LLC acts as the Fund's investment
sub-adviser and is responsible for the day-to-day management of the Fund's
portfolio of equity and income securities. As of December 31, 2008, TS&W managed
approximately $5.4 billion in total assets. TS&W is located at 6806 Paragon
Place, Suite 300, Richmond, Virginia 23230. TS&W is a subsidiary of Old Mutual
(US) Holdings Inc., a wholly-owned subsidiary of Old Mutual plc, a London-based,
multi-national financial services firm. As of December 31, 2008, Old Mutual plc
and its affiliates had approximately (pound)265 billion of assets under
management. Old Mutual plc is among the top 50 global financial services firms,
based on assets under management.
ADMINISTRATOR
Claymore Advisors, LLC, located at 2455 Corporate West Drive, Lisle,
Illinois 60532, serves as the Fund's administrator.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP ("E&Y") has been selected as the independent
registered public accounting firm for the Fund by the Audit Committee of the
Fund and approved by a majority of the Fund's Board, including a majority of the
Independent Trustees, to audit the accounts of the Fund for and during the
Fund's current fiscal year. The Fund does not know of any direct or indirect
financial interest of E&Y in the Fund.
Representatives of E&Y will be available to attend the Annual Meeting,
will have the opportunity to make a statement if they desire to do so and will
be available to answer questions if necessary.
15
AUDIT FEES
The aggregate fees billed to the Fund by E&Y for professional services
rendered for the audit of the Fund's annual financial statements for the Fund's
fiscal year ended December 31, 2008 were approximately $40,500 and for the
Fund's fiscal year ended December 31, 2007 were approximately $39,000.
AUDIT-RELATED FEES
The aggregate fees billed by E&Y and approved by the Audit Committee of
the Fund for assurance and related services reasonably related to the
performance of the audit of the Fund's annual financial statements (such fees
relate to services rendered, and out of pocket expenses incurred, in connection
with the Fund's registration statements, comfort letters and consents) for the
Fund's fiscal year ended December 31, 2008 were approximately $6,300 and for the
Fund's fiscal year ended December 31, 2007 were approximately $6,000. E&Y did
not perform any other assurance and related services that were required to be
approved by the Fund's Audit Committee for such periods.
TAX FEES
The aggregate fees billed by E&Y and approved by the Audit Committee of
the Fund for professional services rendered for tax compliance, tax advice, and
tax planning (such fees relate to tax services provided by E&Y in connection
with the Fund's excise tax calculations and review of the Fund's tax returns)
for the Fund's fiscal year ended December 31, 2008 were approximately $6,500 and
for the Fund's fiscal year ended December 31, 2007 were approximately $7,000.
E&Y did not perform any other tax compliance or tax planning services or render
any tax advice that were required to be approved by the Fund's Audit Committee
for such periods.
ALL OTHER FEES
Other than those services described above, E&Y did not perform any
other services on behalf of the Fund for the Fund's fiscal year ended December
31, 2008 and for the Fund's fiscal year ended December 31, 2007.
AGGREGATE NON-AUDIT FEES
The aggregate non-audit fees billed by E&Y for services rendered to the
Fund, the Adviser and any entity controlling, controlled by or under common
control with the Adviser that provides ongoing services to the Fund (not
including a sub-adviser whose primary role is portfolio management and is
sub-contracted with or overseen by another investment adviser) that directly
related to the operations and financial reporting of the Fund for the Fund's
fiscal year ended December 31, 2008 were approximately $12,800 and for the
Fund's fiscal year ended December 31, 2007 were approximately $13,000.
AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
As noted above, the Audit Committee is governed by the Audit Committee
Charter, which was attached as Appendix A to the Fund's 2007 proxy statement,
which includes Pre-Approval Policies and Procedures in Section IV of such
Charter.
16
Specifically, sections IV.C.2 and IV.C.3 of the Audit Committee Charter contain
the Pre-Approval Policies and Procedures and such sections are included below.
IV.C.2. Pre-approve any engagement of the independent auditors to
provide any non-prohibited services to the Trust, including the fees
and other compensation to be paid to the independent auditors (unless
an exception is available under Rule 2-01 of Regulation S-X).
(a) The Chairman or any member of the Audit Committee may
grant the pre-approval of services to the Fund for
non-prohibited services up to $10,000. All such delegated
pre-approvals shall be presented to the Audit Committee no
later than the next Audit Committee meeting.
IV.C.3. Pre-approve any engagement of the independent auditors,
including the fees and other compensation to be paid to the independent
auditors, to provide any nonaudit services to the Adviser (or any
"control affiliate" of the Adviser providing ongoing services to the
Trust), if the engagement relates directly to the operations and
financial reporting of the Trust (unless an exception is available
under Rule 2-01 of Regulation S-X).
(a) The Chairman or any member of the Audit Committee may
grant the pre-approval for non-audit services to the Adviser
up to $10,000. All such delegated pre-approvals shall be
presented to the Audit Committee no later than the next Audit
Committee meeting.
The Audit Committee has pre-approved all audit and non-audit services
provided by E&Y to the Fund, and all non-audit services provided by E&Y to the
Adviser, or any entity controlling, controlled by, or under common control with
the Adviser that provides ongoing services to the Fund that are related to the
operations of the Fund for the fiscal years ended December 31, 2008 and December
31, 2007.
None of the services described above for the Fund's fiscal years ended
December 31, 2008 and December 31, 2007 were approved by the Audit Committee
pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(C) of Regulation
S-X promulgated by the SEC.
PRINCIPAL SHAREHOLDERS
As of the Record Date, to the knowledge of the Fund, no person
beneficially owned more than 5% of the voting securities of any class of
securities of the Fund, except as listed below:
SHAREHOLDER NAME AND ADDRESS CLASS OF SHARES SHARE HOLDINGS PERCENTAGE OWNED
- ----------------------------------------------------------------------------------------
Merrill Lynch & Co., Inc.* Preferred 1,382 32.9%
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
4 World Financial Center
New York, New York 10080
* Based on information obtained from a Form 3 filed with the SEC on
January 12, 2009.
17
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Section 30(h) of the 1940 Act require the Fund's officers
and Trustees, certain officers of the Fund's investment adviser, affiliated
persons of the investment adviser, and persons who beneficially own more than
ten percent of the Fund's Shares to file certain reports of ownership ("Section
16 filings") with the SEC and the New York Stock Exchange. Based upon the Fund's
review of the copies of such forms effecting the Section 16 filings received by
it, the Fund believes that for the Fund's fiscal year ended December 31, 2008,
all filings applicable to such persons were completed and filed in a timely
manner, except as follows: (i) six transactions involving Paul Ferwerda, an
Officer of the Sub-Adviser, were inadvertently not timely reported on Form 4;
(ii) one transaction involving Lawrence Gibson, an Officer of the Sub-Advisor,
was inadvertently not timely reported on Form 4; and (iii) one transaction
involving Jerry Jenkins, an Officer of the Sub-Adviser, was inadvertently not
timely reported on Form 4.
PRIVACY PRINCIPLES OF THE FUND
The Fund is committed to maintaining the privacy of shareholders and to
safeguarding their non-public personal information. The following information is
provided to help you understand what personal information the Fund collects, how
the Fund protects that information and why, in certain cases, the Fund may share
information with select other parties.
Generally, the Fund does not receive any non-public personal
information relating to its shareholders, although certain non-public personal
information of its shareholders may become available to the Fund. The Fund does
not disclose any non-public personal information about its shareholders or
former shareholders to anyone, except as permitted by law or as is necessary in
order to service shareholder accounts (for example, to a transfer agent or third
party administrator).
The Fund restricts access to non-public personal information about its
shareholders to employees of the Adviser with a legitimate business need for the
information. The Fund maintains physical, electronic and procedural safeguards
designed to protect the non-public personal information of its shareholders.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended for inclusion in the Fund's proxy
statement in connection with the Fund's 2010 annual meeting of shareholders
pursuant to Rule 14a-8 under the Exchange Act must be received by the Fund at
the Fund's principal executive offices by February 10, 2010. In order for
proposals made outside of Rule 14a-8 under the Exchange Act to be considered
"timely" within the meaning of Rule 14a-4(c) under the Exchange Act, such
proposals must be received by the Fund at the Fund's principal executive offices
not later than April 26, 2010.
18
EXPENSES OF PROXY SOLICITATION
As a result of the potential proxy solicitation by The Denali Fund, the
Fund may incur additional costs in connection with its solicitation of proxies.
The cost of soliciting proxies will be borne by the Fund. The Fund estimates
that the total expenditures relating to the Fund's proxy solicitation (other
than salaries and wages of officers and employees of the Fund) will be
approximately $42,000, of which approximately $27,000 has been incurred as of
the date hereof. Certain officers of the Fund and certain officers and employees
of Claymore or its affiliates (none of whom will receive additional compensation
therefore), may solicit proxies by telephone, mail, e-mail and personal
interviews. Brokerage houses, banks and other fiduciaries may be requested to
forward proxy solicitation material to their principals to obtain authorization
for the execution of proxies, and will be reimbursed by the Fund for such
out-of-pocket expenses. The Fund does not currently intend to retain a proxy
solicitor to assit with the solicitation of proxies, but may do so if necessary.
Any fees payable to a proxy solicitor, if retained, would be borne by the Fund
and would increase the total expenditures relating to the Fund's proxy
solicitation.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON JULY 20, 2009
This Proxy Statement is available on the Internet at www.proxyvote.com.
OTHER MATTERS
The management of the Fund knows of no other matters which are to be
brought before the Annual Meeting. However, if any other matters not now known
properly come before the Annual Meeting, it is the intention of the persons
named in the enclosed form of proxy to vote such proxy in accordance with their
judgment on such matters.
In the event a quorum is present at the Annual Meeting but sufficient
votes to approve any of the Proposals are not received, proxies (including
broker non-votes) would vote in favor of one or more adjournments of the Annual
Meeting with respect to such Proposal(s) to permit further solicitation of
proxies, provided they determine that such an adjournment and additional
solicitation is reasonable and in the interest of shareholders based on a
consideration of all relevant factors, including the nature of the relevant
proposal, the percentage of votes then cast, the percentage of negative votes
then cast, the nature of the proposed solicitation activities and the nature of
the reasons for such further solicitation.
Very truly yours,
/s/ J. THOMAS FUTRELL
J. THOMAS FUTRELL
CHIEF EXECUTIVE OFFICER
June 10, 2009
19
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APPENDIX A
INFORMATION CONCERNING PARTICIPANTS
IN THE SOLICITATION
Under applicable SEC rules and regulations, members of the Board, the
Board's nominees, and certain executive officers of the Fund may be deemed to be
"participants" with respect to the Fund's solicitation of proxies in connection
with the Annual Meeting. The following sets forth certain information about the
persons who may be deemed to be "participants."
TRUSTEES AND NOMINEES
The following sets forth the names of the Fund's Trustees and nominees
who may be deemed to be "participants." The principal occupations or employment
of the Fund's Trustees and nominees are set forth under "The Proposals: Election
of Trustees - Trustees" in this Proxy Statement. The principal business address
with respect to each Trustee's principal occupation or employment is set forth
below.
Matthew K. Appelstein 200 Clarendon Street, 53rd floor, Boston,
Massachusetts 02116
Randall C. Barnes 2455 Corporate West Drive, Lisle, Illinois 60532
Steven D. Cosler 2455 Corporate West Drive, Lisle, Illinois 60532
Nicholas Dalmaso 2455 Corporate West Drive, Lisle, Illinois 60532
Robert M. Hamje 2455 Corporate West Drive, Lisle, Illinois 60532
L. Kent Moore 5460 South Quebec Street, #230,
Greenwood Village, Colorado 80111
Ronald A. Nyberg 1111 South Washington Street, Suite 100,
Naperville, Illinois 60540
Ronald E. Toupin, Jr. 2455 Corporate West Drive, Lisle, Illinois 60532
EXECUTIVE OFFICERS
The following sets forth the names of the Fund's executive officers who
may be deemed "participants." The principal occupation of the named executive
officers are set forth under "The Proposals: Election of Trustees - Officers" in
this Proxy Statement. The principal business address with respect to each
executive officer's principal occupation or employment is set forth below.
J. Thomas Futrell 2455 Corporate West Drive, Lisle, Illinois 60532
Kevin M. Robinson 2455 Corporate West Drive, Lisle, Illinois 60532
Steven M. Hill 2455 Corporate West Drive, Lisle, Illinois 60532
Bruce Saxon 2455 Corporate West Drive, Lisle, Illinois 60532
Vincent R. Giordano 3 Independence Way, Suite 205,
Princeton, New Jersey 08540
George Gregorio 3 Independence Way, Suite 205,
Princeton, New Jersey 08540
A-1
Robert W. Roffo 3 Independence Way, Suite 205,
Princeton, New Jersey 08540
James Howley 2455 Corporate West Drive, Lisle, Illinois 60532
Donald P. Swade 2455 Corporate West Drive, Lisle, Illinois 60532
Mark J. Furjanic 2455 Corporate West Drive, Lisle, Illinois 60532
Mark E. Mathiasen 2455 Corporate West Drive, Lisle, Illinois 60532
Melissa Nguyen 2455 Corporate West Drive, Lisle, Illinois 60532
INFORMATION REGARDING OWNERSHIP OF THE FUND'S SECURITIES BY PARTICIPANTS
Except as described in this Appendix A or this Proxy Statement, none of
the persons listed above under "Directors and Nominees" or "Executive Officers"
owns any securities of the Fund of record which such person not own
beneficially. The number of Shares beneficially owned by Trustees, trustee
nominees and the named officers as of May 15, 2009, is set forth below.
NAME SHARES OWNED
---- ------------
Randall C. Barnes 1,335 Common Shares
Steven D. Cosler 2,000 Common Shares
George Gregorio 1,499 Common Shares
Vincent R. Giordano 200 Common Shares
Robert M. Hamje 3,800 Common Shares
L. Kent Moore 19,000 Common Shares
Ronald A. Nyberg 730 Common Shares
Robert W. Roffo 789 Common Shares
INFORMATION REGARDING TRANSACTIONS IN THE FUND'S SECURITIES BY PARTICIPANTS
The following table sets forth purchases and sales during the past two
years of the Fund's securities by the persons listed above under "Trustees and
Nominees" and "Executive Officers," except for Common Shares acquired pursuant
to the Fund's dividend reinvestment plan. None of the purchase price or market
value of the securities listed below is represented by funds borrowed or
otherwise obtained for the purpose of acquiring or holding such securities.
A-2
SHARES OF PURCHASED OR SOLD (MAY 15, 2007 THROUGH MAY 15, 2009)
# OF TRANSACTION
NAME DATE SHARES DESCRIPTION
- --------------------------------------------------------------------------------
Vincent R. Giordano September 5, 2007 200 Common Shares purchased
October 7, 2008 6,500 Common Shares purchased
L. Kent Moore September 12, 2008 6,000 Common Shares sold
September 26, 2008 5,000 Common Shares sold
December 2, 2008 4,000 Common Shares sold
Ronald A. Nyberg May 1, 2008 650 Common Shares purchased
June 4, 2008 627 Common Shares sold
Roberto W. Roffo October 24, 2008 447 Common Shares sold
- --------------------------------------------------------------------------------
MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS
Except as described in this Appendix A or this Proxy Statement, neither
any participant nor any of their respective associates or affiliates (together,
the "Participant Affiliates") is either a party to any transaction or series of
transactions since January 1, 2008, or has knowledge of any current proposed
transaction or series of proposed transactions, (i) to which the Fund or any of
its subsidiaries was or is to be a participant, (ii) in which the amount
involved exceeds $120,000, and (iii) in which any participant or Participant
Affiliate had, or will have, a direct or indirect material interest.
Furthermore, except as described in this Appendix A or this Proxy Statement, (a)
no participant or Participant Affiliate, directly or indirectly, beneficially
owns any securities of the Fund or any securities of any parent or subsidiary of
the Fund, and (b) no participant owns any securities of the Fund of record but
not beneficially.
Except as described in this Appendix A or this Proxy Statement, no
participant or Participant Affiliate has entered into any agreement or
understanding with any person with respect to any future employment by the Fund
or any of its affiliates or any future transactions to which the Fund or any of
its affiliates will or may be a party.
A-3
Except as described in this Annex A or this Proxy Statement, there are
no contracts, arrangements or understandings by any participant or Participant
Affiliate since January 1, 2008 with any person with respect to any securities
of the Fund, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies. Except
as described in this Appendix A or this Proxy Statement, and excluding any
trustee or executive officer of the Fund acting solely in that capacity, no
person who is a party to an arrangement or understanding pursuant to which a
nominee for election as a Trustee is proposed to be elected has any substantial
interest, direct or indirect, by security holdings or otherwise, in any matter
to be acted upon at the Annual Meeting.
A-4
APPENDIX B
CLAYMORE FUNDS
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
PURPOSES AND ORGANIZATION
The purpose of Nominating and Governance Committee (the "Committee") of
the Board of Trustees (the "Board") of each of the registered investment
companies listed in Appendix A hereto (the "Trust(s)") is to review matters
pertaining to the composition, committees, and operations of the Board. Members
of the Committee may not be "interested persons" of the Trust, as such term is
defined in the Investment Company Act of 1940, as amended ("Interested
Persons").(1) The Committee shall have the following duties and powers:
(1) To evaluate and recommend all candidates for election or
appointment as members of the Board and recommend the
appointment of members and chairs of each Board Committee.
(2) To review policy matters affecting the operation of the Board
and Board committees and make such recommendations to the
Board as deemed appropriate by the Committee.
(3) To evaluate periodically the effectiveness of the Board and
Board Committees and make such recommendations to the Board as
deemed appropriate by the Committee.
(4) To oversee the contract review process, including the review
of the Trust's investment advisory agreements and contracts
with other affiliated service providers.
The Committee shall receive appropriate funding as determined by the
Committee to carry out its responsibilities and shall have the authority to
retain experts, consultants or legal counsel as the Committee deems appropriate.
The Committee shall meet annually (or more frequently, if needed) and
be empowered to hold special meetings, as circumstances require. Any action of
the Committee shall be taken by the affirmative vote of a majority of the
members. Any action of the Committee may be taken without a meeting if at least
a majority of the members of the Committee consent thereto in writing.
- -----------
1 As contemplated by certain rules under the Investment Company Act of 1940,
as amended, the selection and nomination of candidates for election as
members of the Board who are not Interested Persons shall be made by the
incumbent members of the Board who are not Interested Persons.
B-1
QUALIFICATIONS FOR TRUSTEE NOMINEES
The Committee requires that Trustee candidates have a college degree or
equivalent business experience. The Committee may take into account a wide
variety of factors in considering Trustee candidates, including (but not limited
to): (i) availability and commitment of a candidate to attend meetings and
perform his or her responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background, (iv) financial expertise, (v)
an assessment of the candidate's ability, judgment and expertise and (v) overall
diversity of the Board's composition.
Following an initial evaluation by the Committee, a nominee must: (i)
be prepared to submit written answers to a questionnaire seeking professional
and personal information that will assist the Committee to evaluate the
candidate and to determine, among other matters, whether the candidate would be
an Independent Trustee under the 1940 Act or otherwise have material
relationships with key service providers to the Fund; (ii) be prepared to submit
character references and agree to appropriate background checks; and (iii) be
prepared to meet with one or more members of the Committee at a time and
location convenient to those Committee members in order to discuss the nominee's
qualifications.
IDENTIFICATION OF NOMINEES
In identifying potential nominees for the Board, the Committee may
consider candidates recommended by one or more of the following sources: (i) the
Trust's current Trustees, (ii) the Trust's officers, (iii) the Trust's
investment adviser(s), (iv) the Trust's shareholders (see below) and (v) any
other source the Committee deems to be appropriate. The Committee may, but is
not required to, retain a third party search firm at the expense of the Trust to
identify potential candidates. The Committee will not nominate a person for
election to the Board as a Trustee (unless such person is an "interested
person," as defined by the Investment Company Act of 1940) after such person has
reached the age of seventy-two (72).
CONSIDERATION OF CANDIDATES RECOMMENDED BY SHAREHOLDERS
The Committee will consider and evaluate nominee candidates properly
submitted by shareholders on the same basis as it considers and evaluates
candidates recommended by other sources. Appendix B to this Charter, as it may
be amended from time to time by the Committee, sets forth procedures that must
be followed by shareholders to properly submit a nominee candidate to the
Committee (recommendations not properly submitted in accordance with Appendix B
will not be considered by the Committee).
B-2
APPENDIX A
Dreman/Claymore Dividend & Income Fund
Fiduciary/Claymore Dynamic Equity Fund
Fiduciary/Claymore MLP Opportunity Fund
Madison/Claymore Covered Call Fund
Old Mutual/Claymore Long-Short Fund
TS&W/Claymore Tax-Advantaged Balanced Fund
Claymore/Guggenheim Strategic Opportunities Fund
Claymore Exchange-Traded Fund Trust
Claymore Exchange-Traded Fund Trust 2
Claymore Exchange-Traded Fund Trust 3
B-3
APPENDIX B
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
A Trust shareholder must follow the following procedures in order to properly
submit a nominee recommendation for the Committee's consideration.
1. The shareholder must submit any such recommendation (a "Shareholder
Recommendation") in writing to the Trust, to the attention of the
Secretary, at the Address of the principal executive offices of the
Trust.
2. The Shareholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Trust not less than
one hundred and twenty (120) calendar days nor more than one hundred
and fifty (150) calendar days prior to the date of the Board or
shareholder meeting at which the nominee would be elected.
3. The Shareholder Recommendation must include: (i) a statement in writing
setting forth (A) the name, age, date of birth, business address,
residence address and citizenship of the person recommended by the
shareholder (the "candidate"); (B) the class or series and number of
all shares of the Trust owned of record or beneficially by the
candidate, as reported to such shareholder by the candidate; (C) any
other information regarding the candidate called for with respect to
director nominees by paragraphs (a), (d), (e), (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule
14A) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation or rule subsequently
adopted by the Securities and Exchange Commission or any successor
agency applicable to the Trust); (D) any other information regarding
the candidate that would be required to be disclosed if the candidate
were a nominee in a proxy statement or other filing required to be made
in connection with solicitation of proxies for election of Trustees or
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; and (E) whether the recommending
shareholder believes that the candidate is or will be an "interested
person" of the Trust (as defined in the Investment Company Act of 1940,
as amended) and, if not an "interested person," information regarding
the candidate that will be sufficient for the Trust to make such
determination; (ii) the written and signed consent of the candidate to
be named as a nominee and to serve as a Trustee if elected; (iii) the
recommending shareholder's name as it appears on the Trust's books;
(iv) the class or series and number of all shares of the Trust owned
beneficially and of record by the recommending shareholder; and (v) a
description of all arrangements or understandings between the
recommending shareholder and the candidate and any other persons
B-4
(including their names) pursuant to which the recommendation is being
made by the recommending shareholder. In addition, the Committee may
require the candidate to furnish such other information as it may
reasonably require or deem necessary to determine the eligibility of
such candidate to serve on the Board.
PROXY TABULATOR TO VOTE BY MAIL
P.O. BOX 9112
FARMINGDALE, NY 11735 1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS BELOW IN KEEP THIS PORTION
BLUE OR BLACK INK AS FOLLOWS: M15384-P82433 FOR YOUR RECORDS
- -------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY DETACH AND RETURN THIS PORTION ONLY
WHEN SIGNED AND DATED.
TS&W / CLAYMORE TAX-ADVANTAGED
BALANCED FUND - COMMON
1. To elect two Trustees as Class II FOR WITHHOLD FOR ALL To withhold authority to vote for any
Trustees by holders of Common Shares ALL ALL EXCEPT individual nominee(s), mark "For All
and Preferred Shares voting together Except" and write the name(s) of the
as a single class, to serve until the [ ] [ ] [ ] nominee(s) on the line below.
Fund's 2012 annual meeting of shareholders
or until their respective successors ---------------------------------
shall have been elected and qualified.
01) Matthew J. Appelstein
02) Ronald A. Nyberg
2. To transact such other business as may properly come before the annual
meeting or any adjournments or postponements thereof.
PLEASE MARK, DATE, SIGN & RETURN THE PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
For joint registrations,
both parties should sign.
- --------------------------------- -----
- --------------------------------- -----
Signature [PLEASE SIGN WITHIN BOX] Date
- --------------------------------- -----
- --------------------------------- -----
Signature (Joint Owners) Date
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING:
The Statement is available at www.proxyvote.com.
- --------------------------------------------------------------------------------
M15385-P82433
SOLICITED BY THE BOARD OF TRUSTEES
TS&W / CLAYMORE TAX-ADVANTAGED BALANCED FUND
ANNUAL MEETING OF SHAREHOLDERS
JULY 20, 2009
COMMON
The annual meeting of shareholders of TS&W / Claymore Tax-Advantaged Balanced
Fund (the "Fund") will be held at the offices of the Fund, 2455 Corporate West
Drive, Lisle, Illinois, 60532, on Monday, July 20, 2009, at 12:00 p.m., noon,
Central time (the "Annual Meeting"). The undersigned hereby appoints Mark E.
Mathiasen and Kevin M. Robinson, and each of them or their respective
designees, with full power of substitution and revocation, as proxies to
represent and to vote all shares of the undersigned at the Annual Meeting and
all adjournments thereof, with all powers the undersigned would possess if
personally present, upon the matters specified on the reverse side.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE
PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR TO VOTE BY MAIL
P.O. BOX 9112
FARMINGDALE, NY 11735 1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS BELOW IN KEEP THIS PORTION
BLUE OR BLACK INK AS FOLLOWS: M15386-P82433 FOR YOUR RECORDS
- -------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY DETACH AND RETURN THIS PORTION ONLY
WHEN SIGNED AND DATED.
TS&W / CLAYMORE TAX-ADVANTAGED
BALANCED FUND - PREFERRED
1. To elect two Trustees as Class II Trustees by holders of Common Shares
and Preferred Shares voting together as a single class, to serve until
the Fund's 2012 annual meeting of shareholders or until their respective
successors shall have been elected and qualified.
FOR WITHHOLD
1a. Matthew J. Appelstein [ ] [ ]
1b. Ronald A. Nyberg [ ] [ ]
2. To elect one Trustee as a Class II Trustee by holder of Preferred Shares
voting as a separate class, to serve until the Fund's 2012 annual
meeting of shareholders or until a sucessor shall have been elected and
qualified.
2a. L. Kent Moore [ ] [ ]
3. To transact such other business as may properly come before the annual
meeting or any adjournments or postponements thereof.
PLEASE MARK, DATE, SIGN & RETURN THE PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
For joint registrations,
both parties should sign.
- --------------------------------- -----
- --------------------------------- -----
Signature [PLEASE SIGN WITHIN BOX] Date
- --------------------------------- -----
- --------------------------------- -----
Signature (Joint Owners) Date
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING:
The Statement is available at www.proxyvote.com.
- --------------------------------------------------------------------------------
M15387-P82433
SOLICITED BY THE BOARD OF TRUSTEES
TS&W / CLAYMORE TAX-ADVANTAGED BALANCED FUND
ANNUAL MEETING OF SHAREHOLDERS
JULY 20, 2009
PREFERRED
The annual meeting of shareholders of TS&W / Claymore Tax-Advantaged Balanced
Fund (the "Fund") will be held at the offices of the Fund, 2455 Corporate West
Drive, Lisle, Illinois, 60532, on Monday, July 20, 2009, at 12:00 p.m., noon,
Central time (the "Annual Meeting"). The undersigned hereby appoints Mark E.
Mathiasen and Kevin M. Robinson, and each of them or their respective
designees, with full power of substitution and revocation, as proxies to
represent and to vote all shares of the undersigned at the Annual Meeting and
all adjournments thereof, with all powers the undersigned would possess if
personally present, upon the matters specified on the reverse side.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE
PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.