SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
08/08/2011
1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
691,239
8. SHARED VOTING POWER
224,679
9. SOLE DISPOSITIVE POWER
915,918
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
915,918
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.94%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #1 to the schedule 13d
filed July 29, 2011. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A - Letter to the Board of Trustees of TYW.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the N-CSR filed on March 9th, 2011 there were 15,407,000 shares of
common stock outstanding as of 12/31/2010 The percentage set forth in item 5
was derived using such number. Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 915,918
shares of TYW or 5.94% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) Since the last filing on 7/29/11 the following shares of TYW were
purchased:
Date: Shares: Price:
07/29/11 3,200 11.3856
08/02/11 6,330 11.3761
08/03/11 9,627 11.2500
08/04/11 10,970 11.2246
08/05/11 8,852 10.9000
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 8/8/2011
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit A
BROOKLYN CAPITAL MANAGEMENT LLC
Park 80 West - Plaza Two
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
201-881-7104 -PH
201-881-7110 - FAX
August 8, 2011
The Board of Trustees
TS&W/Claymore Tax-Advantaged Balanced Fund
c/o Elizabeth H. Hudson, Secretary
c/o Guggenheim Funds Investment Advisors, LLC
2455 Corporate West Drive
Lisle, Illinois 60532.
Dear Ms. Hudson:
Please insure that this letter is delivered to each Trustee of TS&W/Claymore
Tax-Advantaged Balanced Fund (TYW).
On April 15 2011, TYW announced that its Board of Trustees had approved in
principle the conversion of the Fund into an open-end mutual fund to "address
the discount to net asset value at which the Fund's common shares have
historically traded."
That proposal seems to have stalled. In a press release issued on August 1,
2011, TYW announced that "conversion to an open-end fund ... is no longer
under consideration" and that "[t]he Board continues to evaluate other
possible courses of action for the Fund ... and will take such actions as it
believes to be in the best interests of the Fund and its shareholders
[and that] would result in a liquidity event for shareholders at net asset
value." The discount subsequently widened and closed on August 5, 2011 at
5.4%, most likely due to the uncertainty created by that announcement.
We would like to propose what we think is a very attractive alternative for
TYW and all of its shareholders. Brooklyn Capital Management (BCM),
a registered investment advisor, would replace Guggenheim as TYW's investment
advisor and as soon as possible thereafter TYW will conduct a self-tender
offer for its common shares at 99.5% of NAV.The key features of this proposal
are as follows:
.. BCM is prepared to immediately enter into a contract with TYW to
provide the same services that Guggenheim currently provides,
specifically managing, either directly or through others selected
by it, the investment activities of TYW and its business affairs and
other administrative matters including (i) selecting, supervising and
compensating the subadvisers to manage TYW's assets and
(ii) monitoring the compliance of the subadvisors with TYW's
investment objective and related policies, and (iii) reviewing the
performance of the subadvisers, and reporting periodically on such
performance to the Trustees.
.. BCM will provide the identical services that Guggenheim currently
provides to TYW for an annual fee of 0.60% of TYW's average daily
managed assets. That fee is 14% less than the 0.70% per annum fee
that each Fund now pays to Guggenheim.
.. BCM intends to enter into agreements with TYW's current subadvisors
that are identical in all material aspects to their existing
agreements. Therefore, there should be a seamless transition with
respect to the portfolio management of TYW.
.. BCM will manage the preparation and execution of a self-tender offer
to be promptly commenced by TYW that will afford shareholders an
opportunity to realize 99.5% of NAV for their shares.
Special Opportunities Fund (f/k/a Insured Municipal Income Fund)
(SPE) successfully commenced such a tender offer in late 2009 just
two months after BCM became its investment advisor. It should be
even easier for TYW to complete a self-tender offer since unlike
SPE, there would be no need for a shareholder vote to modify TYW's
investment objectives or to approve a change of any portfolio
manager. Thus, the entire process should be quick and virtually
seamless to shareholders that do not wish to tender.
We believe BCM has proven that it can successfully assume day-to-day
management of a closed-end fund in a manner that can benefit all
shareholders. We invite you to review the shareholder reports of SPE at
http://www.specialopportunitiesfundinc.com and in particular, the Chairman's
letters.
If there is any additional information about BCM that you would like, please
do not hesitate to ask. We look forward to discussing the above proposal
with the Board. Thank you for your consideration of what we believe is a
compelling proposal for all shareholders of TYW.
Very truly yours,
/s/ Phillip Goldstein
Phillip Goldstein
Managing Member