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
OLD MUTUAL/CLAYMORE LONG-SHORT 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.
LOGO OLD MUTUAL LOGO
CLAYMORE (SM)
OLD MUTUAL/CLAYMORE LONG-SHORT FUND
2455 CORPORATE WEST DRIVE
LISLE, ILLINOIS 60532
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 20, 2009
--------------------------------------------------------------------------------
Notice is hereby given to the holders of common shares of beneficial
interest, par value $0.01 per share ("Shares"), of Old Mutual/Claymore
Long-Short 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 11:30 a.m.,
Central time. The Annual Meeting is being held for the following purposes:
1. To elect two Trustees as Class I Trustees to serve until the Fund's 2012
annual meeting of shareholders or until their respective successors shall
have been elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
THE BOARD OF TRUSTEES (THE "BOARD") OF THE FUND, INCLUDING THE
INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL OF THE
NOMINEES FOR THE BOARD OF TRUSTEES LISTED IN THE ACCOMPANYING PROXY STATEMENT.
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. We urge you to mark, sign, date, and mail the enclosed
proxy 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.
By order of the Board of Trustees,
/s/ J. Thomas Futrell
J. Thomas Futrell
Chief Executive Officer
Lisle, Illinois
June 10, 2009
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, PLEASE VOTE
BY TELEPHONE, INTERNET OR MAIL. IF VOTING BY MAIL PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. 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. YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY OR HOW FEW
SHARES YOU OWN, PLEASE SEND IN YOUR PROXY CARD (OR VOTE BY TELEPHONE OR THROUGH
THE INTERNET PURSUANT TO THE INSTRUCTIONS CONTAINED ON THE PROXY CARD) TODAY.
OLD MUTUAL/CLAYMORE LONG-SHORT 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 ("Shares"), of
Old Mutual/Claymore Long-Short 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 11:30 a.m.,
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
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 Shares are listed on the New York Stock Exchange (the
"NYSE") under the ticker symbol "OLA," 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. To elect two Trustees as Class I Trustees (Mr. Matthew J.
Appelstein and Mr. Randall C. Barnes are the nominees) to serve
until the
1
Fund's 2012 annual meeting of shareholders or until their
respective successors 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.
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
PROPOSAL?
The Board, including the Independent Trustees, unanimously
recommends that you vote "FOR ALL" of the nominees for the Board
of Trustees listed in the Proxy Statement.
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 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 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.
2
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
19,005,240 Shares outstanding.
THE PROPOSAL: 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 two Trustee as Class I
Trustees (Mr. Matthew J. Appelstein and Mr. Randall C. Barnes are the nominees)
to serve until the Fund's 2012 annual meeting of shareholders or until their
respective successors 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. Matthew J. Appelstein and Mr. Randall C. Barnes are the Class I
Trustees. Mr. Appelstein and Mr. Barnes are standing for election at
the Annual Meeting. It is currently anticipated that the Class I
Trustees will next stand for election at the Fund's 2012 annual
meeting of Shareholders.
CLASS II TRUSTEES
- Mr. Steven D. Cosler, Mr. Nicholas Dalmaso and Mr. Robert M. Hamje
are the Class II Trustees. It is currently anticipated that the Class
II Trustees will next stand for election at the Fund's 2010 annual
meeting of Shareholders.
CLASS III TRUSTEES
- Mr. L. Kent Moore, Mr. Ronald A. Nyberg 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 2011
annual meeting of Shareholders.
------------
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 I 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. Each trustee nominee nominated by the Board
has indicated that he has consented
3
to serve as a Trustee if elected at the Annual Meeting. If a designated trustee
nominee declines or otherwise becomes 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-adviser, Analytic Investors LLC ("Analytic"
or the "Sub-Adviser") 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
AND PORTFOLIOS IN OTHER
POSITION(S) LENGTH FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS(1) HELD WITH OF TIME PRINCIPAL OCCUPATION OVERSEEN BY HELD BY
AND AGE FUND SERVED DURING THE PAST FIVE YEARS TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
Randall C. Barnes(3) 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.
4
TERM OF
OFFICE(2) NUMBER OF
AND PORTFOLIOS IN OTHER
POSITION(S) LENGTH FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS(1) HELD WITH OF TIME PRINCIPAL OCCUPATION OVERSEEN BY HELD BY
AND AGE FUND SERVED DURING THE PAST FIVE YEARS TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES: (continued)
L. Kent Moore 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 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.
Formerly, 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 the Sub-Adviser. 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-Adviser or
affiliates of the Adviser or the Sub-Adviser 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. (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. (2007-present). Secretary of certain funds in
the Fund Complex. Previously, Law Clerk, Idaho State
Courts (2003-2006).
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.
6
TERM OF
OFFICE(2) AND
LENGTH
NAME, ADDRESS(1) OF TIME PRINCIPAL OCCUPATION DURING
AND AGE TITLE SERVED THE PAST FIVE YEARS
-----------------------------------------------------------------------------------------------------------
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 and the
Nominating and Governance Committee.
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.
7
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 A hereto.
The Nominating and Governance Committee (i) evaluates and recommends
all candidates for election or appointment as members of the Board 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
8
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 A
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.
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.
9
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 Over $100,000 Over $100,000
Steven D. Cosler None $10,001-$50,000
Robert M. Hamje None $10,001-$50,000
L. Kent Moore None 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
five meetings, the Audit Committee held two meetings and the Nominating and
Governance Committee held two 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.
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 $22,750 $285,688
Steven D. Cosler $22,500 $45,000
Robert M. Hamje $22,500 $45,500
L. Kent Moore $22,500 $45,500
Ronald A. Nyberg $23.500 $390,688
Ronald E. Toupin, Jr. $25,000 $319,563
-------------
(1) Trustees not eligible for compensation are not included in the above table.
10
SHAREHOLDER APPROVAL
The affirmative vote of a plurality of the Shares voted is necessary to
elect a Trustee of the Fund. The holders of the Shares will have equal voting
rights (i.e. one vote per Share). Votes withheld and "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 the proposal.
BOARD RECOMMENDATION
The Board, including the Independent Trustees, unanimously recommends
that you vote "FOR ALL" of the nominees for the Board of Trustees listed in the
Proxy Statement.
11
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 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
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.
Thirty percent (30%) of the Shares of the Fund entitled to vote on the
proposal must be present in person or by proxy to have a quorum for the Fund to
conduct business at the Meeting. Votes withheld and broker non-votes will be
counted as Shares present at the Annual Meeting 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 PROPOSAL SPECIFIED ON THE 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 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 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-ADVISER
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.
Analytic Investors LLC acts as the Fund's investment sub-adviser and is
responsible for the day-to-day management of the Fund's portfolio. As of
December 31, 2008, Analytic managed approximately $8.7 billion in total assets.
Analytic is located at 555 West Fifth Street, 50th Floor, Los Angeles,
California
12
90013. Analytic 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.
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 $41,500 and for the
Fund's fiscal year ended December 31, 2007 were approximately $40,000.
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 $0 and for the
Fund's fiscal year ended December 31, 2007 were $0. 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 $6,000.
E&Y
13
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 $6,500 and for the Fund's
fiscal year ended December 31, 2007 were approximately $6,000.
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. 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.
14
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.
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.
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.
15
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.
EXPENSES OF PROXY SOLICITATION
The cost of soliciting proxies will be borne by the Fund. 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.
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
16
Appendix A
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.
A-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).
A-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
A-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
A-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.
A-5
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: M15388-P82434 FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY DETACH AND RETURN THIS PORTION ONLY
WHEN SIGNED AND DATED.
OLD MUTUAL/CLAYMORE LONG-SHORT FUND
VOTE ON TRUSTEES FOR WITHHOLD FOR ALL To withhold authority to vote for any individual
ALL ALL EXCEPT nominee(s), mark "For All Except" and write the
name(s) of the nominee(s) on the line below.
1. Election of Class I Trustees: [ ] [ ] [ ] __________________________
NOMINEES:
01) Matthew J. Appelstein
02) Randall C. Barnes
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.
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M15389-P82434
SOLICITED BY THE BOARD OF TRUSTEES
OLD MUTUAL/CLAYMORE LONG-SHORT FUND
ANNUAL MEETING OF SHAREHOLDERS
JULY 20, 2009
The annual meeting of shareholders of Old Mutual/Claymore Long-Short 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 11:30 a.m., 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 PROXY SHALL VOTE FOR SUCH PROPOSAL. THE
PROXY MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME
BEFORE THE MEETING.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.