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
[X] Filed by the Registrant
[ ] 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-7(e)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND
113 KING STREET, ARMONK, NEW YORK 10504
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 29, 2004
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of MBIA Capital/Claymore Managed Duration Investment Grade Municipal
Fund (the "Fund") will be held at the offices of Simpson Thacher & Bartlett LLP,
425 Lexington Avenue, New York, New York, on Thursday, November 11, 2004 at
11:00 a.m., New York City time, for the purposes of considering and voting upon
the following:
1. The election of Trustees (Proposal 1); and
2. Any other business that may properly come before the Meeting or any
adjournments or postponements thereof.
The close of business on September 24, 2004 has been fixed by the Board
of Trustees of the Fund as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Meeting or any postponement or
adjournment thereof. The enclosed proxy is being solicited on behalf of the
Board of Trustees of the Fund.
By Order of the Board of Trustees of the Fund,
/S/ MICHAEL R. JACOBSON
Michael R. Jacobson
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW SMALL
YOUR HOLDINGS MAY BE.
<page>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in
the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to a name shown in the
registration.
3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the
form of registration. For example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
- ------------------
(1) ABC Corp. ..................................................... ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. ..................................................... John Doe, Treasurer
(3) ABC Corp., c/o John Doe, Treasurer ............................ John Doe
(4) ABC Corp. Profit Sharing Plan ................................. John Doe, Trustee
TRUST ACCOUNTS
- --------------
(1) ABC Trust ..................................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78 .......................... Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
- ----------------------------
(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA ........... John B. Smith
(2) John B. Smith ................................................. John B. Smith, Jr., Executor
<page>
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND
113 KING STREET, ARMONK, NEW YORK 10504
----------------------
PROXY STATEMENT
----------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 11, 2004
This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of MBIA Capital/Claymore Managed Duration Investment
Grade Municipal Fund (the "Fund") of proxies to be used at the Annual Meeting of
Shareholders (the "Meeting") of the Fund to be held at the offices of Simpson
Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, on
November 11, 2004 at 11:00 a.m., New York City Time (and at any adjournment or
postponements thereof) for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. This proxy statement and the accompanying form
of proxy are first being mailed to shareholders on or about September 29, 2004.
Shareholders who execute proxies retain the right to revoke them in person at
the Meeting or by written notice received by the Secretary of the Fund at any
time before they are voted. Unrevoked proxies will be voted in accordance with
the specifications thereon and, unless specified to the contrary, will be voted
FOR the election of Trustees. The close of business on September 24, 2004 has
been fixed as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting. Each shareholder is entitled to one vote
for each full share and an appropriate fraction of a vote for each fractional
share held. On September 24, 2004 there were 7,935,591 shares of the Fund's
common shares outstanding and 2,778 shares of the Fund's preferred shares
outstanding. These classes of stock are the only classes of stock currently
authorized by the Fund.
In accordance with the Fund's Amended and Restated Agreement and
Declaration of Trust, a quorum is constituted by the presence in person or by
proxy of the holders of record of a majority of the common shares and preferred
shares of the Fund entitled to vote at the Meeting except that a quorum for the
election of Messrs. Mark Jurish and Ronald E. Toupin, Jr., as discussed below,
is constituted by the presence in person or by proxy of the holders of record of
a majority of the preferred shares of the Fund entitled to vote at the meeting.
In the event that a quorum is not present at the Meeting or, in the event that a
quorum is present but sufficient votes have not been received to approve a
proposal, the Meeting may be adjourned to permit further solicitation of
proxies. The presiding officer of the Fund for the Meeting or the affirmative
vote of a majority of the persons designated as proxies may adjourn the Meeting
to permit further solicitation of proxies or for other reasons consistent with
Delaware law and the Fund's Amended and Restated Agreement and Declaration of
Trust and By-Laws. Unless otherwise instructed by a shareholder granting a
proxy, the persons designated as proxies may use their discretionary authority
to vote on questions of adjournment.
At the Meeting, the preferred shareholders of the Fund will have equal
voting rights (i.e., one vote per share) with the Fund's common shareholders
and, except as shown in the summary chart below, will vote together with common
shareholders as a single class on all proposals to be brought before the
Meeting. As summarized below, the preferred shareholders of the Fund, voting as
a separate class, will have the right to vote on the election of the preferred
shares Trustees. The two Trustees that have been designated as representing the
holders of the Fund's preferred shares are Messrs. Mark Jurish and Ronald E.
Toupin, Jr. Common shareholders will not participate in the election of these
Trustees.
SUMMARY
PROPOSAL COMMON SHAREHOLDERS PREFERRED SHAREHOLDERS
- ---------------------------------------------- -------------------------- ------------------------
Election of Trustees
Class I:
Mark Jurish ................................. N/A X
Ronald A. Nyberg ............................ X X
Class II:
Ronald E. Toupin, Jr. ....................... N/A X
Nicholas Dalmaso ............................ X X
Class III:
Clifford D. Corso ........................... X X
Jerry Rosenbloom ............................ X X
1
The principal executive offices of the Fund are located at 113 King
Street, Armonk, New York 10504. MBIA Capital Management Corp. ("MBIA-CMC"),
whose principal business address is 113 King Street, Armonk, New York 10504, is
the Fund's investment adviser. MBIA-CMC is an affiliate of MBIA Insurance
Corporation, a leading financial guarantor in the municipal securities market.
MBIA Municipal Investors Service Corp., whose principal business address is 113
King Street, Armonk, New York 10504, is the Fund's administrator.
PROPOSAL 1: ELECTION OF TRUSTEES
In accordance with the Fund's Amended and Restated Agreement and
Declaration of Trust, the Fund's Board of Trustees will, commencing with this
Meeting, be divided into three classes: Class I, Class II and Class III. At the
Meeting, shareholders will be asked to elect two Class I, two Class II and two
Class III Trustees. The terms of office of the Class I, Class II and Class III
Trustees expire at the year 2005, 2006 and 2007 annual meetings of shareholders,
respectively, or thereafter in each case when their respective successors are
duly elected and qualified. Upon the expiration of the term of office of each
class as set forth above, the number of Trustees in such class, as determined by
the Board of Trustees, shall be elected for a term expiring on the date of the
third annual meeting of shareholders or special meeting in lieu thereof
following such expiration to succeed the Trustees whose terms of office expire.
The effect of these staggered terms is to limit the ability of other entities or
persons to acquire control of the Fund by delaying the replacement of a majority
of the Board of Trustees.
The persons named in the proxy intend to vote at the Meeting (unless
directed not to vote) FOR the election of the nominees named below. All of the
nominees are currently members of the Fund's Board of Trustees. Each nominee has
indicated that he will serve if elected, but if any nominee should be unable to
serve, the proxy will be voted for any other person determined by the persons
named in the proxy in accordance with their judgment.
INFORMATION REGARDING TRUSTEE NOMINEES
The following table provides information concerning the nominees for
election as Trustees of the Fund:
NUMBER OF
PORTFOLIOS IN
TERM OF FUND COMPLEX
OFFICE (2) OVERSEEN BY
POSITION(S) AND NOMINEE
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) (INCLUDING THE OTHER DIRECTORSHIPS
NAME, ADDRESS (1) AND AGE THE FUND TERM SERVED DURING PAST 5 YEARS FUND) HELD BY NOMINEE
- ------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEE NOMINEES (3)
Mark Jurish, Age: 44 Trustee Since 2003 Founder and Chief Executive 1 None
Officer of Larch Lane Advisors
Class I LLC. Prior to forming Larch Lane,
Mr. Jurish was Managing Director
at Paloma Partners, a firm that he
joined in 1988.
Ronald A. Nyberg, Age: 51 Trustee Since 2003 Principal, Ronald A. Nyberg, Ltd., a 1 Director, Edward
law firm specializing in Corporate Hospital Foundation,
Class I Law, Estate Planning and Business Naperville, IL;
Transactions (2000 - present). Trustee, North Park
Formerly, Executive Vice President, University, Chicago,
General Counsel, and Corporate IL; Trustee, Advent
Secretary of Van Kampen Claymore Convertible
Investments (1982-1999). Securities and
Income Fund, Western
Asset/Claymore U.S.
Treasury Inflation
Protected Securities
Fund, Dreman/
Claymore Dividend &
Income Fund, Western
Asset/Claymore U.S.
Treasury Inflation
Protected Securities
Fund 2, TS&W/
Claymore Tax
Advantaged Balanced
Fund, and Madison/
Claymore Covered
Call Fund.
2
NUMBER OF
PORTFOLIOS IN
TERM OF FUND COMPLEX
OFFICE (2) OVERSEEN BY
POSITION(S) AND NOMINEE
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) (INCLUDING THE OTHER DIRECTORSHIPS
NAME, ADDRESS (1) AND AGE THE FUND TERM SERVED DURING PAST 5 YEARS FUND) HELD BY NOMINEE
- ------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEE NOMINEES (3)
Jerry S. Rosenbloom, Age: 65 Trustee Since 2003 Professor of Insurance and Risk 1 Harleysville Group,
Management at the Wharton School Inc. and Century
Class III of the University of Pennsylvania Shares Trust.
and Academic Director of the
Certified Employee Benefit
Specialist (CEBS) Program, co-
sponsored by the Wharton School
and the International Foundation of
Employee Benefit Plans.
Ronald E. Toupin, Jr., Trustee Since 2003 Former Vice President, Manager 1 Trustee, Advent
Age: 46 and Portfolio Manager of Nuveen Claymore Convertible
Class II Asset Management (1998-1999), Securities and
Vice President and Portfolio Income Fund, Western
Manager of Nuveen Investment Asset/Claymore
Advisory Corporation (1992-2000), U.S. Treasury
Vice President and Manager of Inflation Protected
Nuveen Unit Investment Trusts Securities Fund,
(1991 to 1998), and Assistant Dreman/Claymore
Vice President and Portfolio Dividend & Income
Manager of Nuveen Unit Trusts Fund, Western
(1988-1990), each of John Asset/Claymore
Nuveen & Company, Inc. U.S. Treasury
(1982-1999). Inflation Protected
Securities Fund 2,
TS&W/Claymore Tax-
Advantaged Balanced
Fund, and Madison/
Claymore Covered
Call Fund.
INTERESTED TRUSTEE NOMINEES (3)
Clifford D. Corso (4), Age: 42 President Since 2003 President of MBIA-CMC and Chief 1 None
and Trustee Corp.; Vice-President of the 1838
Investment Advisors
Funds.
Nicholas Dalmaso (4), Age: 39 Trustee Since 2003 Senior Managing Director and 1 Trustee, Advent
General Counsel of Claymore Claymore Convertible
Class II Advisors, LLC and Claymore Securities and
Securities, Inc. (2001-present). Income Fund, Western
Formerly, Assistant General Asset/Claymore U.S.
Counsel, John Nuveen & Company, Treasury Inflation
Inc (1999-2001). Former Vice Protected Securities
President and Associate General Fund, Flaherty &
Crumrine/Claymore
Counsel of Van Kampen Investments Preferred Securities
Inc. (1992-1999). and Income Fund,
Inc., Flaherty &
Crumrine/Claymore
Total Return Fund,
Inc., Dreman/
Claymore Dividend &
Income Fund, and
Western Asset/
Claymore U.S.
Treasury Inflation
Protected Securities
Fund 2, TS&W/
Claymore Tax-
Advantaged Balanced
Fund and Madison
Claymore Covered
Call Funds.
- ----------------------
<FN>
1 The business address of each Trustee is c/o MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund,
113 King Street, Armonk, New York 10504.
2 The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation,
removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office, or removal of
a Trustee. The terms of office of the Class I, Class II and Class III Trustees expire at the year 2005, 2006 and 2007
annual meetings of shareholders, respectively, or thereafter in each case when their respective successors are duly
elected and qualified.
3 "Independent Trustees Nominees" are those Trustees who are not "interested persons" as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), of the Fund. "Interested Trustees Nominees" are those who are
"interested persons" of the Fund.
4 Mr. Corso may be deemed an "interested person" by virtue of his position at MBIA-CMC, and Mr. Dalmaso by virtue of
his position at Claymore Securities, Inc. Messrs. Corso's and Dalmaso's positions with affiliated persons of the Fund
are set forth in the table above.
</FN>
3
The following table provides information concerning the dollar range of
equity securities owned beneficially by each nominee for election as Trustee as
of September 22, 2004:
AGGREGATE DOLLAR RANGE (1) OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN BY
DOLLAR RANGE (1) OF EQUITY TRUSTEE/NOMINEE IN THE FAMILY OF
NAME OF TRUSTEE/NOMINEE SECURITIES IN THE FUND INVESTMENT COMPANIES
- ----------------------- ----------------------- -----------------------------------
INDEPENDENT TRUSTEES
Mark Jurish A A
Ronald A. Nyberg (2) B B
Jerry S. Rosenbloom A A
Ronald E. Toupin, Jr. A A
INTERESTED TRUSTEES
Clifford D. Corso A A
Nicholas Dalmaso A A
- -----------------
1 The dollar ranges are as follows: "A" = None; "B" = $1 - $10,000; "C" =
$10,001 - $50,000; "D" = $50,001 - $100,000; "E" = Over $100,000.
2 Roland A. Nyberg beneficially owns 500 shares of common shares of the Fund
which represents less than 1% of the outstanding shares of the Fund's common
shares.
As of September 22, 2004, none of the non-interested Trustees of the
Fund nor any of their immediate family members owned beneficially or of record
any securities in MBIA Inc., MBIA-CMC or any person directly or indirectly
controlling, controlled by or under common control with MBIA Inc. or MBIA-CMC.
As of September 22, 2004, the Trustees and officers of the Fund as a
group beneficially owned less than 1% of the outstanding shares of the Fund's
common shares or preferred shares. To the knowledge of management, no person
owned of record or owned beneficially more than 5% of the Fund's shares of
common shares or preferred shares outstanding at that date, except that Cede &
Co., a nominee for participants in Depository Trust Company, held of record
7,892,461 common shares, equal to approximately 99% of the Fund's outstanding
common shares and 2,778 preferred shares, equal to 100% of the Fund's
outstanding preferred shares.
COMPENSATION
MBIA-CMC pays all compensation of officers and employees of the Fund
who are affiliated persons of MBIA Inc. or its subsidiaries.
The Fund pays each Independent Trustee a combined fee for services on
the Board and on the committees of $5,000 per year and $1,000 per quarter. The
Fund reimburses each Independent Trustee for his or her out-of-pocket expenses
relating to attendance at Board and committee meetings. The Fund did not pay any
compensation to the Interested Trustees during the fiscal year ended July 31,
2004.
The following table sets forth the compensation paid by the Fund to the
Independent Trustees during the fiscal year ended July 31, 2004 and the
aggregate compensation paid to them from all registered funds in the Fund
Complex for the fiscal year ended July 31, 2004. The Fund does not provide any
pension or retirement benefits to Trustees.
PENSION OR
RETIREMENT
BENEFITS ESTIMATED AGGREGATE
AGGREGATE ACCRUED AS PART ANNUAL BENEFITS COMPENSATION
NAME OF POSITION COMPENSATION OF FUND UPON FROM FUND AND
TRUSTEE WITH FUND FROM FUND EXPENSE RETIREMENT FUND COMPLEX
-------------------- ---------------- ---------------- ---------------- ---------------- ----------------
Mark Jurish Trustee $9,000 None None $9,000
Ronald A. Nyberg Trustee $9,000 None None $9,000
Jerry S. Rosenbloom Trustee $9,000 None None $9,000
Ronald E. Toupin, Jr. Trustee $9,000 None None $9,000
A Fund Complex means two or more registered investment companies that
hold themselves out to investors as related companies for purposes of investment
and investor services, or that have a common investment adviser or that have an
investment adviser that is an affiliated person of the investment adviser of any
of the other registered investment companies. Investment companies are
considered to be in the same family if they share the same investment adviser or
principal underwriter and hold themselves out to investors as related companies
for purposes of investment and investor services. Currently, the Fund is not
part of a Fund Complex.
4
BOARD COMMITTEES AND MEETINGS
BOARD OF TRUSTEES AND MEETINGS. The Board of Trustees is responsible for
ensuring that the Fund is managed in the best interest of its shareholders. The
Trustees oversee the Fund's business by, among other things, meeting with the
Fund's management and evaluating the performance of the Fund's service providers
including MBIA-CMC, the custodian, the transfer agent, the servicing agent and
the administrator. As part of this process, the Trustees consult with the Fund's
independent auditors and with their own separate independent counsel.
During the fiscal year ended July 31, 2004, the Board of Trustees met
seven times. Each Trustee attended at least 75% of the aggregate number of
meetings of the Board and the committees for which he was eligible. The Fund
does not have a formal policy regarding attendance by Trustees at annual
meetings of shareholders. This Meeting is the Fund's first annual meeting of
shareholders.
The Board has an Audit Committee and a Nominating Committee which meet
periodically during the year and whose responsibilities are described below. The
Fund also has an Executive Committee.
AUDIT COMMITTEE. The Fund's Audit Committee is currently composed of Messrs.
Jurish, Nyberg, Rosenbloom and Toupin, all of whom have been determined not to
be "interested persons" of the Fund, MBIA-CMC or its affiliates within the
meaning of the 1940 Act, and who are "independent" as defined in the New York
Stock Exchange listing standards. The Audit Committee is, among other things,
responsible for: (i) overseeing the Fund's accounting and financial reporting
policies and practices, its internal controls over financial reporting and the
quality, integrity and objectivity of the Fund's financial statements and the
independent audit thereof, (ii) approving prior to appointment the engagement of
the Fund's independent auditors, (iii) selecting, overseeing and setting the
compensation of the Fund's independent auditors, and (iv) discussing the Fund's
annual audited financial statements and semi-annual financial statements with
management and the independent auditors. This Committee met six times during the
fiscal year ended July 31, 2004. The Fund adopted an Audit Committee Charter at
a meeting held on July 21, 2003, as amended at a meeting held on July 15, 2004,
a copy of which is attached to this Proxy Statement as Annex A.
NOMINATING COMMITTEE. The Nominating Committee, the principal function of which
is to select and nominate persons for election as Trustees of the Fund, is
currently composed of Messrs. Jurish, Nyberg, Rosenbloom and Toupin. Only
Trustees who are not "interested persons" of the Fund, MBIA-CMC or its
affiliates within the meaning of the 1940 Act and who are "independent" as
defined in the New York Stock Exchange listing standards are members of the
Nominating Committee. The Nominating Committee may accept nominees recommended
by the shareholders as it deems appropriate. Shareholders who wish to recommend
a nominee should send nominations which include biographical data and set forth
the qualifications of the proposed nominee to the Fund's Secretary. The
Nominating Committee met once during the Fund's fiscal year ended July 31, 2004.
The Fund adopted a Nominating Committee Charter at a meeting held on July 15,
2004, a copy of which is attached to this Proxy Statement as Annex B.
The Nominating Committee identifies potential nominees through its
network of contacts, and may also engage, if it deems appropriate, a
professional search firm. While the Nominating Committee meets to discuss and
consider such candidates' qualifications and then chooses a candidate by
majority vote, the Nominating Committee does not have specific, minimum
qualifications for nominees and has not established specific qualities or skills
that it regards as necessary for one or more of the Fund's Trustees to possess
(other than any qualities or skills that may be required by applicable law,
regulation or listing standard). However, as set forth in the Nominating
Committee Charter, in evaluating a person as a potential nominee to serve as a
Trustee of the Fund, the Committee may consider the following factors, among any
others it may deem relevant:
o whether or not the individual is an "interested person" as defined in
the 1940 Act and whether the person is otherwise qualified under
applicable laws and regulations to serve as a Trustee of the Fund;
o whether or not the individual has any relationships that might impair
his or her independence, such as any business, financial or family
relationships with Fund management, the investment manager of the Fund,
Fund service providers or their affiliates;
o whether or not the individual serves on boards of, or is otherwise
affiliated with, competing financial service organizations or their
related mutual fund complexes;
o whether or not the individual is willing to serve, and willing and able
to commit the time necessary for the performance of the duties of a
Trustee of the Fund;
o the contribution which the individual can make to the Board and the Fund
with consideration being given to the individual's educational
background and business and professional experience;
o the character and integrity of the individual; and
o the overall diversity of the Board's composition.
5
<page>
The nominees for election at the Meeting currently serve as Trustees
and were unanimously nominated by the Board of Trustees and the Nominating
Committee.
REPORT OF THE AUDIT COMMITTEE
Pursuant to meetings of the Audit Committee on July 15, 2004 and
September 15, 2004, the Audit Committee reports that it has: (i) reviewed and
discussed the Fund's audited financial statements with management; (ii)
discussed with PricewaterhouseCoopers LLP ("PwC"), the Independent Registered
Public Accounting Firm to the Fund, the matters (such as the quality of the
Fund's accounting principles and internal controls) required to be discussed by
Statement on Auditing Standards No. 61; and (iii) previously received written
confirmation from PwC that it is independent and written disclosures regarding
such independence as required by Independence Standards Board Standard No. 1,
and discussed with PwC the auditors' independence.
The members of the Audit Committee are not professionally engaged in
the practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent auditors.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based on the review and discussions referred to in items (i) through
(iii) above, the Audit Committee recommended to the Board of Trustees (and the
Board has approved) that the audited financial statements be included in the
Fund's annual report for the Fund's fiscal year ended July 31, 2004 and that PwC
be appointed as the Fund's independent auditors for the fiscal year ending July
31, 2005.
Submitted by the Audit Committee
of the Fund's Board of Trustees
Jerry Rosenbloom, Chairperson
Mark Jurish
Ronald A. Nyberg
Ronald E. Toupin, Jr.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Each Trustee and certain officers of the Fund, MBIA-CMC, certain
affiliated persons of MBIA-CMC and persons who own more than 10% of any class of
outstanding equity securities of the Fund are required to file forms reporting
their affiliation with the Fund and reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC") and the New
York Stock Exchange. These persons and entities are required by SEC regulation
to furnish the Fund with copies of all such forms they file. Based solely on a
review of those forms furnished to the Fund, the Fund believes that the Fund's
Trustees, and relevant officers, MBIA-CMC and relevant affiliated persons of
MBIA-CMC have complied with all applicable filing requirements during the fiscal
year ended July 31, 2004.
REQUIRED VOTE
Election of Messrs. Corso, Nyberg, Rosenbloom and Dalmaso to the Board
of Trustee of the Fund will require the affirmative vote of a majority of the
votes of the common shareholders and the preferred shareholders (voting together
as a single class) of the Fund cast for the election of Trustees at the Meeting,
in person or by proxy. Election of Messrs. Jurish and Toupin to the Board of
Trustees will require the affirmative vote of a majority of the votes of the
preferred shareholders (voting as a separate class) of the Fund, cast for the
election of Trustees at the Meeting, in person or by proxy.
THE TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES FOR TRUSTEE.
6
<page>
ADDITIONAL INFORMATION
EXECUTIVE OFFICERS OF THE FUND
Certain biographical and other information relating to the officers of
the Fund is set forth below, including their ages, their principal occupations
for at least the last five years and the length of time served.
TERM OF
OFFICE AND
POSITION(S) HELD YEAR FIRST PRINCIPAL OCCUPATION(S)
NAME, ADDRESS* AND AGE WITH FUND APPOINTED** DURING PAST 5 YEARS
- -------------------------------------------------------------------------------------------------------------------------
Craig L. Armstrong, Assistant Vice Since 2003 Vice President, MBIA-CMC
Age: 34 President (2003-Present); Assistant
Vice President and Vice
President, MBIA Corp.
(1999-2003); Senior
Analyst, MBIA Investment
Management Corp. (1999).
Leonard I. Chubinsky, Assistant Secretary Since 2003 General Counsel and Secretary,
Age: 55 and Counsel MBIA-CMC.
Michael R. Jacobson, Vice President and Since 2003 Director, MBIA-CMC.
Age: 50 Secretary
Marc Morris, Treasurer Since 2003 Chief Financial Officer of MBIA's fixed
Age: 45 income business; President, MBIA
Investment Management Corp.
Patrick M. Tucci, Assistant Vice Since 2003 Assistant Vice President and Portfolio
Age: 34 President Manager, MBIA-CMC (2002-Present);
Assistant Vice President, Vice President,
Salomon Smith Barney Global Equities
Group (2000-2001); Assistant Vice
President, Salomon Smith Barney
Municipal Bond Group (1995-2000).
Susan A. Voltz, Vice President Since 2003 Director and Senior Portfolio Manager,
Age: 42 MBIA-CMC.
<FN>
- ---------------
* The business address of each officer is c/o MBIA Capital Management Corp., 113 King Street,
Armonk, New York 10504.
** Elected by and serves at the pleasure of the Board of Trustees of the Fund or until their successors
have been duly elected and qualified.
</FN>
7
<page>
INDEPENDENT AUDITORS
The Audit Committee of the Fund unanimously approved the appointment of
PwC as the Fund's independent auditors for the current fiscal year ending July
31, 2005. PwC is located at 300 Madison Avenue, New York, New York 10017.
A representative of PwC, if requested by any shareholder, will be
present via telephone at the Meeting to respond to appropriate questions from
shareholders and will have an opportunity to make a statement if he or she
chooses to do so.
The Fund's Audit Committee has adopted written policies relating to the
pre-approval of the audit and non-audit services performed by the Fund's
independent auditors. Unless a type of service to be provided by the independent
auditors has received general pre-approval, it requires specific pre-approval by
the Audit Committee. Under the policies, on an annual basis, the Fund's Audit
Committee reviews and pre-approves the services to be provided by the
independent auditors without having obtained specific pre-approval from the
Audit Committee. The Audit Committee has delegated pre-approval authority to the
Audit Committee Chairperson. In addition, the Audit Committee pre-approves any
permitted non-audit services to be provided by the independent auditors to
MBIA-CMC or any entity controlling, controlled by, or under common control with
MBIA-CMC (MBIA-CMC and such other entities, together, the "Service Affiliates")
if such services related directly to the operations and financial reporting of
the Fund.
AUDIT FEES. Audit Fees are fees related to the annual audit of the
Fund's financial statements and for services normally provided in connection
with the statutory and regulatory filings of the Fund. These fees also include
non-recurring fees billed to the Fund by PwC in connection with the initial
public offering of common shares of the Fund. For the initial fiscal year ended
July 31, 2004, PwC billed $58,000 to the Fund, including out of pocket expenses.
AUDIT-RELATED FEES. Audit-Related Fees are fees related to assurance
and related services related to the annual audit of the Fund and for review of
the Fund's financial statements, other than the Audit Fees described above.
These include agreed upon procedures reports performed for rating agencies and
the issuance of comfort letters. Audit-Related Fees billed by PwC to the Fund
for the initial fiscal year ended July 31, 2004 were $46,500. PwC did not bill
any Audit-Related Fees to the Service Affiliates for audit-related services
related directly to the operations and financial reporting of the Fund for the
Fund's initial fiscal year ended July 31, 2004.
TAX FEES. Tax Fees, which are fees associated with tax compliance, tax
advice and tax planning, including federal, state and local income tax return
preparation and related advice and determination of taxable income and
miscellaneous tax advice, rendered by PwC to the Fund for the initial fiscal
year ended July 31, 2004 were $8,000. PwC did not bill any Tax Fees to the
Service Affiliates for tax services related directly to the operations and
financial reporting of the Fund for the Fund's initial fiscal year ended July
31, 2004.
ALL OTHER FEES. All Other Fees are fees related to products and
services other than those services reported above under "Audit Fees,"
"Audit-Related Fees" and "Tax Fees". There were no All Other Fees billed by PwC
to the Fund or the Service Affiliates for the initial fiscal year ended July 31,
2004.
AGGREGATE NON-AUDIT FEES. The Aggregate Non-Audit Fees billed by PwC
for services rendered to the Fund for the initial fiscal year ended July 31,
2004 were $54,500, consisting of $46,500 Audit-Related Fees and $8,000 Tax Fees.
No Non-Audit Fees were billed by PwC for services rendered to the Service
Affiliates for the initial fiscal year ended July 31, 2004.
None of the services described above, provided in the initial fiscal
year ended July 31, 2004, were approved pursuant to the de minimis exception
provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
PROPOSALS TO BE SUBMITTED BY SHAREHOLDERS AND OTHER SHAREHOLDER COMMUNICATIONS
All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next annual meeting of shareholders to be held in 2005
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than June 1, 2005. The submission by a
shareholder of a proposal for inclusion in the proxy materials does not
guarantee that it will be included. Shareholder proposals are subject to certain
requirements under the federal securities laws. In order for proposals made
outside of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") to be considered "timely" within the meaning of Rule 14a-4(c)
under the Exchange Act, such proposal must be received by the Fund no later than
August 15, 2005. Shareholder proposals should be addressed to the attention of
the Secretary of the Fund at the address of the principal executive offices of
the Fund.
8
<page>
A shareholder who wishes to send any other communications to the Board
should also deliver such communications to the Secretary of the Fund at the
address of the principal executive offices of the Fund. The Secretary is
responsible for determining, in consultation with other officers of the Fund,
counsel, and other advisers as appropriate, which shareholder communications
will be relayed to the Board.
OTHER INFORMATION
THE FUND'S ANNUAL REPORT CONTAINING FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDED JULY 31, 2004 AND THE FUND'S SUBSEQUENT SEMI-ANNUAL REPORT, IF ANY,
MAY BE OBTAINED FREE OF CHARGE BY WRITING TO THE FUND AT 113 KING STREET,
ARMONK, NEW YORK 10504, OR BY CALLING TOLL-FREE 1-800-345-7999.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection
with this solicitation of proxies will be borne by the Fund. Certain officers of
the Fund and certain officers and employees of MBIA-CMC or its affiliates (none
of whom will receive additional compensation therefor) 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.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Trustees of the
Fund does not know of any other matter which may come before the Meeting. If any
other matter properly comes before the Meeting, it is the intention of the
persons named in the proxy to vote the proxies in accordance with their judgment
on that matter.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
In some instances, the Fund may deliver to multiple shareholders
sharing a common address only one copy of this Proxy Statement or the Annual
Report. If requested by phone or in writing, the Fund will promptly provide a
separate copy of the Proxy Statement or the Annual Report, as applicable, to a
shareholder sharing an address with another stockholder. Requests by phone
should be directed to the Fund's Servicing Agent, Claymore Securities, Inc., at
1-866-819-5301 and requests in writing should be sent to Claymore Securities,
Inc., 2455 Corporate West Drive, Lisle, Illinois 60532. Stockholders sharing an
address who currently receive multiple copies and wish to receive only a single
copy should contact their broker or send a signed, written request to the Fund's
Servicing Agent at the address above.
September 29, 2004
9
<page>
[BLANK PAGE]
ANNEX A
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND
AUDIT COMMITTEE CHARTER
I. MEMBERSHIP AND QUALIFICATIONS
A. The Audit Committee of MBIA Capital/Claymore Managed Duration
Investment Grade Municipal Fund (the "Fund") shall be composed
entirely of directors who are not "interested persons" of the Fund,
as defined in the Investment Company Act of 1940, as amended, and
as required under Section 303A of the New York Stock Exchange
Listed Company Manual. The Audit Committee shall consist of not
fewer than three (3) of such directors. The Board of Trustees of
the Fund (the "Board") may replace members of the Audit Committee
at any time in its sole discretion.
B. Each member of the Audit Committee must be financially literate, as
that qualification is interpreted by the Board in its business
judgment, or must become financially literate within a reasonable
time after appointment to the Audit Committee. At least one member
of the Audit Committee must have accounting or related financial
management expertise as the Board interprets such qualification in
its business judgment.
C. The Board shall determine annually whether any member of the Audit
Committee is an "audit committee financial expert" as defined in
Item 3 of Form N-CSR.
II. FUNCTION AND PURPOSES
A. The function of the Audit Committee is oversight. It is
management's responsibility to maintain appropriate systems for
accounting and internal control, and the independent auditor's
responsibility to plan and carry out a proper audit.
B. The independent auditors for the Fund shall report directly to the
Audit Committee.
C. The purposes of the Audit Committee are:
(1) to oversee the Fund's accounting and financial reporting
policies and practices and its internal controls over
financial reporting and, as the Audit Committee deems
appropriate, to inquire into the internal controls over
financial reporting of certain third-party service providers;
(2) to oversee the quality, integrity and objectivity of the
Fund's financial statements and the independent audit thereof;
(3) to approve prior to appointment the engagement of the Fund's
independent auditors;
(4) to act as liaison between the Fund's independent auditor and
the Board;
(5) to select, oversee and set the compensation of the Fund's
independent auditor;
(6) to assist with the Board's oversight of (1) the integrity of
the Fund's financial statements; (2) the Fund's compliance
with legal and regulatory requirements; (3) the independent
auditor's qualifications and independence; and (4) the
performance of the Fund's internal audit function and of its
independent auditor;
(7) to prepare an audit committee report as required by the
Securities Exchange Commission, to be included in the Fund's
annual proxy statement;
(8) to, at least annually, obtain and review a report by the
independent auditor describing (1) the firm's internal
quality-control procedures; (2) any material issues raised by
the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding
five (5) years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any
such issues; and (3) to assess the independent auditor's
independence with regard to all relationships between the
independent auditor and the Fund;
A-1
(9) to discuss the Fund's annual audited financial statements and
semi-annual financial statements with management and the
independent auditor;
(10) to discuss the Fund's earnings press releases, financial
information and earnings guidance provided to analysts and
rating agencies, if any;
(11) to discuss policies with respect to risk assessment and risk
management;
(12) to meet separately, periodically, with management, with
internal auditors (or other personnel responsible for the
internal audit function) and with the independent auditor;
(13) to review with the independent auditor any audit problems or
difficulties and management's responses to the same;
(14) to set clear hiring policies for the Fund as regards the
hiring of employees or former employees of the independent
auditor; and
(15) to report regularly to the Board.
D. To carry out its purposes, the Audit Committee shall have the
following duties and powers:
(1) to select, retain and terminate the Fund's independent auditor
and, in connection therewith, to evaluate the independence of
the independent auditor, including whether the independent
auditor provides any consulting services to the Fund, and to
receive the independent auditor's specific representations as
to its independence. In evaluating the auditor's
qualifications, performance and independence, the Audit
Committee must, among other things, obtain and review a report
by the auditor, at least annually, describing the following
items:
(a) all relationships between the independent auditor and the
Fund, as well as the Fund's investment adviser or any
control affiliate of the adviser that provides ongoing
services to the Fund;
(b) any material issues raised by the most recent internal
quality-control review, or peer review, of the audit firm,
or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by
the firm, and any steps taken to deal with any such
issues; and
(c) the audit firm's internal quality-control procedures;
(2) to meet with the Fund's independent auditor, including private
meetings, as necessary (1) to review and approve the
arrangements for and scope of the annual audit, any special
audits and any other services deemed appropriate; (2) to
discuss any matters of concern relating to the Fund's
financial statements, including any adjustments to such
statements recommended by the independent auditor, or other
results of such audits; (3) to consider the independent
auditor's comments with respect to the Fund's financial
policies, procedures and internal accounting controls and
management's responses thereto; (4) to review the form of
opinion the independent auditor proposes to tender to the
Board and shareholders of the Fund; and (5) to obtain an
annual performance evaluation of the Audit Committee;
(3) to review and approve the fees charged by the auditors for
audit and non-audit services;
(4) to investigate any improprieties or suspected improprieties in
the Fund's financial and accounting operations;
(5) to consider the effect upon the Fund of any changes in
accounting principles or practices proposed by management or
the independent auditor;
(6) to engage independent counsel and other advisers, as the Audit
Committee deems necessary to carry out its duties;
(7) to establish procedures for the receipt, retention and
treatment of complaints received by the Fund regarding
accounting, internal accounting controls or auditing matters;
A-2
(8) to establish procedures for the confidential, anonymous
submission by employees of the Fund of concerns regarding
questionable accounting or auditing matters;
(9) to establish such procedures for the confidential, anonymous
submission by employees of the investment adviser,
administrator, principal underwriter, or any other provider of
accounting-related services for the Fund, as well as the
employees of the management company;
(10) to be directly responsible for the appointment, compensation
and oversight of the work of any independent auditor employed
by the Fund (including resolution of disagreements between
management and the independent auditor regarding financial
reporting) for the purpose of preparing or issuing an audit
report or related work, or providing other audit, review or
attest services for the Fund, and each such independent
auditor shall report directly to the Audit Committee;
(11) to report its activities to the Board on a regular basis and
to make such recommendations with respect to the above and
such other matters as the Audit Committee may deem necessary
or appropriate; and
(12) to perform such other functions consistent with this Charter,
the governing instruments of the Fund and the governing law,
as the Audit Committee or the Board shall deem necessary or
appropriate.
III. OPERATIONS OF THE AUDIT COMMITTEE
A. The Audit Committee shall meet at least annually and is empowered
to hold special meetings as circumstances require.
B. The Audit Committee shall ordinarily meet in person; however,
members may attend telephonically, and the Audit Committee may act
by written consent, to the extent permitted by the Fund's bylaws
and by law.
C. The Audit Committee may select one of its members to be chair and
may select a co-chair.
D. The Audit Committee shall prepare and retain minutes of its
meetings and appropriate documentation of decisions made outside of
meetings by delegated authority.
E. The Audit Committee shall have the resources and authority
appropriate to discharge its responsibilities, including the
authority to retain special counsel and other experts or
consultants at the expense of the Fund.
F. The Audit Committee shall review this Charter at least annually and
recommend any changes to the Board.
G. The Audit Committee shall evaluate its performance at least
annually.
A-3
[BLANK PAGE]
ANNEX B
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND
NOMINATING COMMITTEE CHARTER
ORGANIZATION AND GOVERNANCE
The Nominating Committee (the "Committee") of MBIA Capital/Claymore Managed
Duration Investment Grade Municipal Fund (the "Fund") shall be comprised solely
of Trustees who are not "interested persons" of the Fund as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"), and
who are "independent" as such term is defined in the New York Stock Exchange
listing standards (the "Independent Trustees").
The Committee shall be comprised of as many Independent Trustees as the Board of
Trustees of the Fund (the "Board") shall determine, but in any event not fewer
than three (3) members, each of whom shall serve for a term of one year which
shall be extendable at the sole discretion of the Board. The Board may remove or
replace any member of the Committee at any time in its sole discretion. The
Board shall nominate the members of the Committee and shall designate the
chairman and co-chairman of the Committee. The chairman or, in his absence, the
co-chairman, shall preside at each meeting of the Committee.
STATEMENT OF PURPOSES AND RESPONSIBILITIES
The Committee shall select and nominate persons for election as Trustees of the
Fund. The primary purposes and responsibilities of the Committee are (i) to
identify individuals qualified to become Trustees of the Fund in the event that
a position is vacated or created, (ii) to select, or to recommend that the Board
select, the Trustee nominees for each annual meeting of the stockholders, and
(iii) to set any necessary standards or qualifications for service as a Trustee
of the Fund.
IDENTIFICATION AND EVALUATION OF POTENTIAL NOMINEES
The Committee may take into account a wide variety of factors in considering
Trustee nominees. In identifying and evaluating an individual as a potential
nominee to serve as a Trustee, or in evaluating whether to remove an incumbent
Trustee, the Committee shall consider among other factors it may deem relevant:
o whether or not the individual is an "interested person" as defined
in the 1940 Act and whether the person is otherwise qualified under
applicable laws and regulations to serve as a Trustee or
Independent Trustee of the Fund;
o whether or not the individual has any relationships that might
impair his or her independence, such as any business, financial or
family relationships with Fund management, the investment manager
of the Fund, Fund service providers or their affiliates;
o whether or not the individual serves on boards of, or is otherwise
affiliated with, competing financial service organizations or their
related mutual fund complexes;
o whether or not the individual is willing to serve, and willing and
able to commit the time necessary for the performance of the duties
of a Trustee of the Fund;
o the contribution the individual can make to the Board and the Fund,
with consideration being given to the individual's educational
background and business and professional experience;
o the character and integrity of the individual; and
o the overall diversity of the Board's composition.
o The Committee may, but is not required to, retain a third-party
search firm at the Fund's expense to assist in the identification
of Independent Trustee nominees.
B-1
CONSIDERATION OF NOMINEES RECOMMENDED BY STOCKHOLDERS
While the Committee is solely responsible for the selection and nomination of
the Fund's Trustees, the Committee shall accept nominations for the office of
Trustee made by Fund stockholders on the same basis as it considers and
evaluates nominees recommended by other sources. Stockholders who wish to
recommend a nominee should send nominations to the Secretary of the Fund which
include biographical information and set forth the qualifications of the
proposed nominee.
QUORUM
A majority of the members of the Committee shall constitute a quorum, and the
act of a majority of the members of the Committee present at any meeting at
which there is quorum present shall be the act of the Committee.
NOMINATION OF TRUSTEES
After a determination by the Committee that an individual should be selected and
nominated as a Trustee of the Fund, the Committee shall present its
recommendation to the full Board for its consideration.
MEETINGS
The Committee may meet either on its own or in conjunction with meetings of the
Board. Meetings of the Committee may be held in person, video conference or by
conference telephone. The Committee may take action by unanimous written consent
in lieu of a meeting.
The Committee will meet at least once annually. Committee meetings shall also be
held as and when the Committee or the Board determines necessary or appropriate
in accordance with the Fund's bylaws.
Members of the Committee shall receive at least three (3) days' prior written
notice of any meeting of the Committee.
Adopted: July 15, 2004
B-2
PROXY
COMMON SHARES
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD
BACK AS SOON AS POSSIBLE
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 11, 2004
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of common shares of MBIA Capital/Claymore
Managed Duration Investment Grade Municipal Fund (the "Fund") hereby appoints
Leonard I. Chubinsky, Michael R. Jacobson and Susan A. Voltz, and each of them,
as proxies for the undersigned, with full power of substitution and revocation,
to represent the undersigned and to vote on behalf of the undersigned all common
shares of the Fund which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund to be held at 425 Lexington Avenue, New
York, New York on Thursday, November 11, 2004 at 11:00 a.m., New York City time,
and at any postponments or adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement
and hereby instructs said proxies to vote said shares as indicated hereon. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting. A majority of the proxies present and
acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES AS TRUSTEES.
Please refer to the Proxy Statement for a discussion of the Proposals.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
PROXY
COMMON SHARES
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE
ANNUAL MEETING OF SHAREHOLDERS
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND
NOVEMBER 11, 2004
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
1. Election of Trustees. Nominees
CLASS I, to serve until the year 2005 Annual Meeting of Shareholders:
(01) Ronald Nyberg;
CLASS II, to serve until the year 2006 Annual Meeting of Shareholders:
(03) Nicholas Dalmaso;
CLASS III, to serve until the year 2007 Annual Meeting of Shareholders:
(05) Clifford D. Corso;
(06) Jerry Rosenbloom;
FOR ALL NOMINEES [ ]
WITHHELD FROM ALL NOMINEES [ ]
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write the name of the nominee(s) on
the line above.)
[ ]___________________________________________________
2. Any other business that may properly come before the meeting.
Please check the box to the right if you will be attending the Meeting. [ ]
The persons named as proxies are authorized to vote in their discretion on any
other business that may properly come before the Meeting.
PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN ACCOMPANYING POSTPAID
ENVELOPE. Please sign this proxy as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title.
Signature(s): Date:
---------------- ----------
Signature
(if jointly held) Date:
---------------- ----------
PROXY
PREFERRED SHARES
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD
BACK AS SOON AS POSSIBLE
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 11, 2004
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of preferred share of MBIA Capital/Claymore
Managed Duration Investment Grade Municipal Fund (the "Fund") hereby appoints
Leonard I. Chubinsky, Michael R. Jacobson and Susan A. Voltz, and each of them,
as proxies for the undersigned, with full power of substitution and revocation,
to represent the undersigned and to vote on behalf of the undersigned all
preferred shares of the Fund which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Fund to be held at 425 Lexington Avenue,
New York, New York on Thursday, November 11, 2004 at 11:00 a.m., New York City
time, and at any postponements or adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement
and hereby instructs said proxies to vote said shares as indicated hereon. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting. A majority of the proxies present and
acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES AS TRUSTEES.
Please refer to the Proxy Statement for a discussion of the Proposals.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
PROXY
PREFERRED SHARES
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND
NOVEMBER 11, 2004
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
1. Election of Trustees. Nominees
CLASS I, to serve until the year 2005 Annual Meeting of Shareholders:
(01) Ronald Nyberg;
(02) Mark Jurish;
CLASS II, to serve until the year 2006 Annual Meeting of Shareholders:
(03) Nicholas Dalmaso;
(04) Ronald Toupin, Jr.;
CLASS III, to serve until the year 2007 Annual Meeting of Shareholders:
(05) Clifford D. Corso;
(06) Jerry Rosenbloom;
FOR ALL NOMINEES [ ]
WITHHELD FROM ALL NOMINEES [ ]
[ ] ___________________________________________________
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write the name of the nominee(s) on
the line above.)
2. Any other business that may properly come before the meeting.
Please check the box to the right if you will be attending the Meeting. [ ]
The persons named as proxies are authorized to vote in their discretion on any
other business that may properly come before the Meeting.
PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN ACCOMPANYING POSTPAID
ENVELOPE. Please sign this proxy as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title.
Signature(s): Date:
---------------- ----------
Signature
(if jointly held) Date:
---------------- ----------