SCHEDULE 14A INFORMATION
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 Section 240.14a-12
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FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
FIDUCIARY/CLAYMORE DYNAMIC EQUITY FUND
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(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.
(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:
[FIDUCIARY ASSET MANAGEMENT LOGO]
[CLAYMORE LOGO]
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
FIDUCIARY/CLAYMORE DYNAMIC EQUITY FUND
2455 CORPORATE WEST DRIVE
LISLE, ILLINOIS 60532
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 10, 2006
Notice is hereby given to the holders of common shares of beneficial
interest, par value $0.01 per share ("Common Shares"), of Fiduciary/Claymore
MLP Opportunity Fund ("FMO") and Fiduciary/Claymore Dynamic Equity Fund
("HCE") (FMO and HCE sometimes being referred to herein individually as a
"Fund" and collectively as the "Funds") that the joint annual meeting of
shareholders of the Funds (the "Annual Meeting") will be held at the offices
of the Funds, 2455 Corporate West Drive, Lisle, Illinois 60532, on Thursday,
April 10, 2006, at 11:30 a.m. (Central time). The Annual Meeting is being
held for the following purposes:
1. To elect trustees of each Fund in the following manner:
(a) with respect to FMO, to elect two Trustees as Class I Trustees to
serve until the Fund's 2009 annual meeting of shareholders or
until a successor shall have been elected and qualified; and
(b) with respect to HCE, to elect two Trustees as Class I Trustees to
serve until the Fund's 2009 annual meeting of shareholders or
until a successor 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 EACH FUND, INCLUDING THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
The Board has fixed the close of business on February 6, 2006 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/ Nicholas Dalmaso
Nicholas Dalmaso, Chief Legal and Executive Officer
Lisle, Illinois
March 8, 2006
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.
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
FIDUCIARY/CLAYMORE DYNAMIC EQUITY FUND
PROXY STATEMENT
FOR
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 10, 2006
This document will give you the information you need to vote on the matters
listed on the accompanying Notice of Joint Annual Meeting of Shareholders
("Notice of Joint Annual Meeting"). Much of the information in this joint proxy
statement ("Proxy Statement") is required under rules of the Securities and
Exchange Commission ("SEC"); some of it is technical. If there is anything you
don't understand, please contact us at our toll-free number, 888-991-0091.
This Proxy Statement is furnished to the holders of common shares of
beneficial interest, par value $0.01 per share ("Common Shares"), of
Fiduciary/Claymore MLP Opportunity Fund ("FMO") and Fiduciary/Claymore
Dynamic Equity Fund ("HCE") (FMO and HCE sometimes being referred to herein
individually as a "Fund" and collectively as the "Funds") in connection with
the solicitation by the respective Boards of Trustees of FMO and HCE (the
Boards of Trustees of FMO and HCE being sometimes referred to herein
collectively as the "Board") of proxies to be voted at the joint annual
meeting of shareholders of the Funds to be held on Monday, April 10, 2006,
and any adjournment or postponement thereof (the "Annual Meeting"). The
Annual Meeting will be held at the offices of the Funds, 2455 Corporate West
Drive, Lisle, Illinois 60532 on April 10, 2006, at 11:30 a.m. (Central time).
This Proxy Statement and the enclosed proxy card are first being sent to the
Funds' shareholders on or about March 13, 2006.
- WHY IS A SHAREHOLDER MEETING BEING HELD?
Because the Common Shares of each Fund are listed on the New York
Stock Exchange (the "NYSE"), which requires each Fund to hold an
annual meeting of shareholders.
- WHAT PROPOSAL WILL BE VOTED ON?
Shareholders of each Fund are being asked to elect two Trustees as
Class I Trustees to serve until the Funds' 2009 annual meeting of
shareholders or until a successor shall have been elected and
qualified (the "Proposal").
- WILL YOUR VOTE MAKE A DIFFERENCE?
YES! Your vote is important and could make a difference in the
governance of your Fund, no matter how many shares you own.
- 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, April 10, 2006, and, if the Annual
Meeting is adjourned or postponed, at any later meetings, for the
purposes stated in the Notice of Joint Annual Meeting (see previous
page). The Notice of Joint Annual Meeting, the proxy and this Proxy
Statement are being mailed on or about March 13, 2006.
- HOW DOES THE BOARD RECOMMEND THAT SHAREHOLDERS VOTE ON THE PROPOSAL?
The Board recommends that you vote "for" the Proposal.
- WHO IS ELIGIBLE TO VOTE?
Shareholders of record of FMO and HCE at the close of business on
February 6, 2006 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. 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 unless you specify otherwise in your proxy.
- HOW MANY SHARES OF EACH FUND WERE OUTSTANDING AS OF THE RECORD DATE?
At the close of business on February 6, 2006, FMO had 18,067,021
common shares outstanding and HCE had 5,705,240 common shares
outstanding.
1
THE PROPOSAL: TO ELECT TRUSTEES
- WHO ARE THE NOMINEES FOR TRUSTEE?
The Trustees of FMO and HCE are classified into three classes of
Trustees: Class I Trustees, Class II Trustees and Class III Trustees.
Assuming each of the nominees is elected at the Annual Meeting, the
Board of each of FMO and HCE will be constituted as follows:
CLASS I TRUSTEES
-Randall C. Barnes and Nicholas Dalmaso are the Class I Trustees of
each Fund. Mr. Barnes and Mr. Dalmaso are standing for election at the
Annual Meeting. It is currently anticipated that the Class I Trustees
will next stand for election at each Fund's 2009 annual meeting of
shareholders.
CLASS II TRUSTEES
-Joseph E. Gallagher, Jr., Howard H. Kaplan and Ronald A. Nyberg are
the Class II Trustees of each Fund. It is currently anticipated that
the Class II Trustees will stand for election at each Fund's 2007
annual meeting of shareholders.
CLASS III TRUSTEES
-John M. Roeder, Ronald E. Toupin, Jr. and Robert B. Karn III are the
Class III Trustees of each Fund. It is currently anticipated that the
Class III Trustees will stand for election at each Fund's 2008 annual
meeting of shareholders.
As indicated above, shareholders of each of FMO and HCE are being
asked to elect the following two Class I Trustees at the Annual Meeting: Randall
C. Barnes and Nicholas Dalmaso. The holders of each Fund's Common Shares will
have equal voting rights (i.e., one vote per share).
Generally, the Trustees of only one class are elected at each annual
meeting, 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 Class I Trustee will hold office for three years or until his
successor shall have been elected and qualified. The other Trustees of each Fund
will continue to serve under their current terms as described above. Each Class
I Trustee is currently a Trustee of each Fund. Unless authority is withheld, it
is the intention of the persons named in the proxy to vote the proxy "FOR" the
election of the Class I Trustees named above. Each Class I Trustee has indicated
that he has consented to serve as a Trustee if elected at the Annual Meeting. If
a designated 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.
Certain information concerning the Trustees and officers of FMO and HCE 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 Funds, the Funds' investment adviser, Claymore
Advisors, LLC ("Claymore" or the "Investment Adviser") or the Funds'
investment manager, Fiduciary Asset Management, LLC ("Fiduciary" 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 Funds are part of a fund complex (referred to herein as the
"Fund Complex") comprised of 11 closed-end funds, including FMO and HCE, and
4 open-end funds.
2
TRUSTEES
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
HELD TIME PRINCIPAL OCCUPATION OVERSEEN OTHER DIRECTORSHIPS
NAME, ADDRESS(1) AND AGE WITH FUNDS SERVED(2) DURING THE PAST FIVE YEARS BY TRUSTEE HELD BY TRUSTEE
------------------------ ----------- ---------------------- -------------------------- ---------- --------------------------
INDEPENDENT TRUSTEES:
Randall C. Barnes(3) Trustee Trustee of FMO since Formerly, Senior Vice 11 None.
Year of birth: 1951 2004; Trustee of HCE President Treasurer
since 2005 (1993-1997), President,
Pizza Hut International
(1991-1993) and Senior Vice
President, Strategic
Planning and New Business
Development (1987-1990) of
PepsiCo, Inc. (1987-1997).
Howard H. Kaplan Trustee of FMO since Principal of Blumenfeld, 2 None.
Year of birth: 1969 2004; Trustee of HCE Kaplan & Sandweiss P.C., a
since 2005 law firm providing legal
advice in business law and
litigation.
Robert B. Karn III Trustee of FMO since Consultant (1998-present). 2 Director of Peabody
Year of birth: 1942 2004; Trustee of HCE Previously, Managing Energy Company, GP,
since 2005 Partner, Financial and Natural Resource Partners
Economic Consulting, St. LLC and Kennedy Capital
Louis Office of Arthur Management, Inc.
Andersen, LLP.
Ronald A. Nyberg Trustee Trustee of FMO since Principal of Ronald A. 15 None.
Year of birth: 1953 2004; Trustee of HCE Nyberg, Ltd., a law firm
since 2005 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).
John M. Roeder Trustee of FMO since Financial consultant 2 Director, LMI Aerospace.
Year of birth: 1943 2005; Trustee of HCE (1999-present). Director in
since 2005 Residence at The Institute
for Excellence in Corporate
Governance of the
University of Texas at
Dallas School of
Management. Formerly,
Office Managing Partner,
Arthur Andersen, LLP.
Ronald E. Toupin, Jr. Trustee Trustee since 2004; Formerly Vice President, 13 None.
Year of birth: 1958 Trustee of HCE since Manager and Portfolio
2005 Manager of Nuveen Asset
Management (1998-1999),
Vice President of Nuveen
Investment Advisory
Corporation (1992-1999),
Vice President and Manager
of Nuveen Unit Investment
Trusts (1991-1999), and
Assistant Vice President
and Portfolio Manager of
Nuveen Unit Trusts
(1988-1999), each of John
Nuveen & Company, Inc.
(asset manager)
(1982-1999).
3
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
HELD TIME PRINCIPAL OCCUPATION OVERSEEN OTHER DIRECTORSHIPS
NAME, ADDRESS(1) AND AGE WITH FUNDS SERVED(2) DURING THE PAST FIVE YEARS BY TRUSTEE HELD BY TRUSTEE
------------------------ ----------- ---------------------- -------------------------- ---------- --------------------------
INTERESTED TRUSTEES:
Nicholas Dalmaso+(3) Trustee, Trustee of FMO since Senior Managing Director 15 None.
Year of birth: 1965 Chief Legal 2004; Trustee of HCE and General Counsel of
and since 2005 Claymore Advisors, LLC and
Executive Claymore Securities, Inc.
Officer, (2001-present). Officer of
Chief certain funds in the Fund
Compliance Complex. Formerly,
Officer Assistant General Counsel,
John Nuveen and Company
Inc. (1999-2000). Formerly,
Vice President and
Associate General Counsel
of Van Kampen Investments,
Inc. (1992-1999).
Joseph E. Gallagher, Jr. Trustee of FMO since Executive Managing Director 4 Member of the Board of
8112 Maryland Avenue 2004; Trustee of HCE and Chief Operating Officer Directors for the Delta
Suite 400 since 2005 of Fiduciary Asset Gamma Center for Children
St. Louis, MO 63105 Management, LLC with Visual Impairments
Year of birth: 1957 (1994-present). Member of and for the Rossman
the St. Louis Chapter of School.
the National Association
for Business Economics.
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+ "Interested person" of FMO and HCE as defined in the 1940 Act. Mr.
Dalmaso is an interested person of the Funds because he is an officer
of the Investment Adviser and certain of its affiliates. Mr. Gallagher
is an interested person of the Funds because he is an officer of the
Sub-Adviser.
(1) The business address of each Trustee of the Funds is 2455 Corporate
West Drive, Lisle, Illinois 60532, unless otherwise noted.
(2) After a Trustee's initial term, each Trustee is 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.
4
EXECUTIVE OFFICERS
The following information relates to the executive officers of FMO and HCE
who are not Trustees. The officers are appointed by the Trustees and serve until
their respective successors are chosen and qualified. The Funds' officers
receive no compensation from the Funds but may also be officers or employees of
the Investment Adviser, the Sub-Adviser or affiliates of the Investment Adviser
or Sub-Adviser and may receive compensation in such capacities.
OFFICERS:
PRINCIPAL OCCUPATION DURING
NAME, ADDRESS(1) AND AGE TITLE THE PAST FIVE YEARS
------------------------------ -------------------------- ------------------------------------------
Steven M. Hill Chief Financial Officer, Senior Managing Director and Chief
Year of birth: 1964 Chief Accounting Officer Financial Officer of Claymore Advisors,
and Treasurer LLC and Claymore Securities, Inc.; Chief
Financial Officer, Chief Accounting
Officer and Treasurer of certain funds in
the Fund Complex. Previously, Treasurer of
Henderson Global Funds and Operations
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).
Jim Howley Assistant Treasurer Vice President, Fund Administration of
Year of birth: 1972 Claymore Securities, Inc. (2004-present).
Previously, Manager, Mutual Fund
Administration of Van Kampen Investments,
Inc.
Richard C. Sarhaddi Assistant Secretary Assistant Vice President of Claymore
Year of birth: 1974 Advisors, LLC and Claymore Securities,
Inc.; Assistant Secretary of certain funds
in the Fund Complex. Previously, Editor,
CCH Incorporated.
----------
(1) The business address of each Officer of the Funds is 2455 Corporate West
Drive, Lisle, Illinois 60532.
- DOES THE BOARD HAVE ANY COMMITTEES?
Yes. 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 Trustees or otherwise. Two of the committees of the
Board are the Audit Committee and the Nominating and Governance
Committee.
AUDIT COMMITTEE
Each Fund's Board has an Audit Committee, composed of Randall C.
Barnes, Howard H. Kaplan, Robert B. Karn III, Ronald A. Nyberg, John
M. Roeder and Ronald E. Toupin, Jr. In addition to being Independent
Trustees as defined above, each of these Trustees also meets the
additional independence requirements for audit committee members as
defined by the NYSE. Each Fund's Audit Committee is charged with
selecting a firm of independent accountants for such Fund and
reviewing accounting matters with the accountants.
The Audit Committee presents the following report on behalf of each
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 independent auditors 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 independent auditors required by Indendence Standards Board
Standard No. 1 and has discussed with the auditors the auditors'
independence 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 period.
Each Fund's Audit Committee is governed by a written charter, the most
recent version of which was approved by the Board on July 11, 2005 and
is attached hereto as Appendix A.
NOMINATING COMMITTEE
Each Fund's Board has a Nominating and Governance Committee, which is
governed by a Nominating and Governance Committee Charter. Each Fund's
Nominating and Governance Committee is composed of Randall C. Barnes,
Howard H. Kaplan, Robert B. Karn III, John M. Roeder, Ronald A. Nyberg
and Ronald E. Toupin, Jr., each of whom is an Independent Trustee.
5
As part of its duties, the Nominating and Governance Committee makes
recommendations to the full Board with respect to candidates for the
Board. The Nominating and Governance Committee will consider trustee
candidates recommended by shareholders. In considering candidates
submitted by shareholders, the Nominating and Governance Committee
will take into consideration the needs of the Board and the
qualifications of the candidate. 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 Procedures for Shareholders to Submit Nominee Candidates, which
are set forth as Appendix A to the Nominating and Governance Committee
Charter.
The shareholder recommendation must be sent to the relevant Fund's
Secretary, c/o Claymore Advisors, LLC, 2455 Corporate West Drive,
Lisle, Illinois 60532.
The Nominating and Governance Committee Charter for FMO is attached
hereto as Appendix B. The Nominating and Governance Committee Charter
for HCE is attached as Appendix C.
- DO THE FUNDS HAVE A POLICY WITH RESPECT TO THE ATTENDANCE OF TRUSTEES
AT THE ANNUAL MEETING?
It is each Fund's policy to encourage Trustees to attend annual
meetings.
- HOW CAN A FUND'S SHAREHOLDERS SEND COMMUNICATIONS TO THE TRUSTEES?
Shareholders and other interested parties may contact the Board or any
member of the Board by mail. To communicate with the Board or any
member of the Board, correspondence should be addressed to the Board
or the Board members with whom you wish to communicate by either name
or title. All such correspondence should be sent c/o the relevant
Fund's Secretary, c/o Claymore Advisors, LLC, 2455 Corporate West
Drive, Lisle, Illinois 60532.
- HOW LARGE A STAKE DO THE TRUSTEES HAVE IN EACH FUND?
As of February 6, 2006, each Trustees beneficially owned equity
securities of each Fund and other funds in the Fund Complex overseen
by the Trustee in the dollar range amounts as specified below:
DOLLAR RANGE OF DOLLAR RANGE OF AGGREGATE DOLLAR RANGE
EQUITY SECURITIES EQUITY SECURITIES OF EQUITY SECURITIES OVERSEEN
NAME OF TRUSTEE IN FMO IN HCE BY TRUSTEES IN THE FUND COMPLEX
--------------- ----------------- ----------------- -------------------------------
INDEPENDENT TRUSTEES:
Randall C. Barnes $10,001 - $50,000 Over $100,000 Over $100,000
Howard H. Kaplan $1 - $10,000 $1 - 10,000 $1 - 10,000
Robert B. Karn III $1 - $10,000 $1 - $10,000 $10,001 - $50,000
Ronald A. Nyberg $1 - $10,000 0 Over $100,000
John M. Roeder $1 - $10,000 $1 - $10,000 $10,001 - $50,000
Ronald E. Toupin, Jr. 0 0 0
INTERESTED TRUSTEES:
Nicholas Dalmaso 0 0 0
Joseph E. Gallagher, Jr. 0 0 0
As of February 6, 2006, each Trustee and the Trustees and officers of
FMO as a group owned less than 1% of the outstanding shares of FMO. As
of February 6, 2006, each Trustee and the Trustees and officers of HCE
as a group owned less than 1% of the outstanding shares of HCE.
- HOW OFTEN DO THE TRUSTEES MEET?
During FMO's initial fiscal period ended November 30, 2005, FMO's
Board held 4 meetings, FMO's Audit Committee held 1 meeting and FMO's
Nominating and Governance Committee held 2 meetings.
During HCE's initial fiscal period ended November 30, 2005, HCE's
Board held 4 meetings, HCE's Audit Committee held 1 meeting and HCE's
Nominating and Governance Committee held 1 meeting.
Each Trustee attended at least 75% of the meetings of each Fund's
Board (and any committee thereof on which he serves) held during the
Funds' initial fiscal periods ended November 30, 2005.
6
- WHAT ARE THE TRUSTEES PAID FOR THEIR SERVICES?
Each Fund pays an annual retainer and fee per meeting attended to each
Trustee who is not affiliated with the Investment Adviser, Investment
Manager or their respective affiliates and pays an additional annual
fee to the chairman of the Board and of any committee of the Board, if
any. The following table provides information regarding the
compensation of each Fund's Trustees. This table assumes that each
Fund had a full fiscal year of operations:
ESTIMATED COMPENSATION ESTIMATED COMPENSATION ESTIMATED TOTAL COMPENSATION
NAME OF BOARD MEMBER(1) FROM FMO(2) FROM HCE(2) FROM THE FUND COMPLEX(2)
----------------------- ---------------------- ---------------------- ----------------------------
Randall C. Barnes $ 21,000 $ 21,000 $ 92,000
Howard H. Kaplan $ 21,000 $ 21,000 $ 42,000
Robert B. Karn III $ 22,500 $ 22,500 $ 45,000
Ronald A. Nyberg $ 22,500 $ 22,500 $ 142,000
John M. Roeder $ 21,000 $ 21,000 $ 45,000
Ronald E. Toupin, Jr. $ 21,000 $ 21,000 $ 181,500
----------
(1) Trustees not eligible for compensation are not included in the
above table.
(2) Assumes the Fund had a full fiscal year of operations.
THE BOARD OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
FURTHER INFORMATION ABOUT VOTING AND THE ANNUAL MEETING
The cost of soliciting proxies will be borne by the Funds. In addition,
certain officers, directors and employees of the Funds and the Investment
Adviser (none of whom will receive additional compensation therefor) may solicit
proxies by telephone or mail.
Information regarding how to vote via telephone or internet is included on
the enclosed proxy card.
The affirmative vote of a majority of the shares present at the Annual
Meeting at which a quorum (i.e., a majority of the shares entitled to vote on
the Proposal) is present is necessary to approve the Proposal.
Abstentions 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 be counted as shares
present at the Annual Meeting for quorum purposes. However, abstentions and
broker non-votes will have no effect on the outcome of the vote on the Proposal.
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. Shareholders may revoke their proxies at any
time prior to the time they are voted by giving written notice to the Secretary
of the Funds, by delivering a subsequently dated proxy prior to the date of the
Annual Meeting or by attending and voting at the Annual Meeting.
The Board has fixed the close of business on February 6, 2006 as the record
date for the determination of shareholders of each Fund entitled to notice of,
and to vote at, the Annual Meeting. Shareholders of the Funds on that 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.
INVESTMENT ADVISER AND INVESTMENT MANAGER
Claymore Advisors, LLC, a wholly owned subsidiary of Claymore Group, LLC,
acts as each Fund's investment adviser. Claymore is located at 2455 Corporate
West Drive, Lisle, Illinois 60532. Fiduciary Asset Management, LLC acts as each
Fund's investment sub-adviser and is responsible for making investment decisions
with respect to the investment of the Fund's assets. Fiduciary is located at
8112 Maryland Avenue, Suite 400, St. Louis, Missouri 63105. Fiduciary manages a
wide range of institutional products and currently supervises and manages
approximately $17 billion in assets.
7
ADMINISTRATOR
Claymore Advisors, LLC, located at 2455 Corporate West Drive, Lisle,
Illinois, 60532, serves as each Fund's administrator.
INDEPENDENT AUDITOR
Ernst & Young LLP ("E&Y") has been selected as the independent auditor by
the Audit Committee of each Fund and approved by a majority of each Fund's
Board, including a majority of the Independent Trustees, to audit the accounts
of each Fund for and during each Fund's initial fiscal period ended in 2005 and
fiscal year ending 2006. The Funds do not know of any direct or indirect
financial interest of E&Y in the Funds.
Representatives of E&Y will 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.
AUDIT FEES
The aggregate fees billed to each Fund by E&Y for professional services
rendered for the audit of each Fund's annual financial statements for each
Fund's initial fiscal period ended November 30, 2005 were in the following
amounts:
FMO $ 70,000
HCE $ 40,000
AUDIT-RELATED FEES
The aggregate fees billed by E&Y and approved by the Audit Committee of the
relevant Fund for each Fund's initial fiscal period ended November 30, 2005 for
assurance and related services reasonably related to the performance of the
audit of such Fund's annual financial statements (such fees relate to services
rendered, and out of pocket expenses incurred, in connection with such Fund's
registration statements, comfort letters and consents) were in the following
amounts:
FMO $ 0
HCE $ 0
E&Y did not perform any other assurance and related services that were required
to be approved by a Fund's Audit Committee for such period.
TAX FEES
The aggregate fees billed by E&Y and approved by the Audit Committee of the
relevant Fund for each Fund's initial fiscal period ended November 30, 2005 for
professional services rendered for tax compliance, tax advice and tax planning
(which fees relate to tax services provided by E&Y in connection with such
Fund's excise tax calculations and review of such Fund's tax returns) were in
the following amounts:
FMO $ 10,000
HCE $ 6,000
E&Y did not perform any other tax compliance or tax planning services or
render any tax advice that were required to be approved by a Fund's Audit
Committee for such period.
ALL OTHER FEES
Other than those services described above, E&Y did not perform any other
services on behalf of FMO or HCE for the Funds' initial fiscal periods ended
November 30, 2005.
AGGREGATE NON-AUDIT FEES
The aggregate non-audit fees billed by E&Y for each Fund's initial fiscal
period ended November 30, 2005 for services rendered to such Fund were in the
following amounts:
FMO $ 0
HCE $ 0
8
In addition, the aggregate non-audit fees billed by E&Y for the Funds'
initial fiscal periods ended November 30, 2005 for services rendered to the
Investment Adviser, or any entity controlling, controlled by, or under common
control with the Advisor that provides ongoing services to FMO or HCE were $0.
AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
As noted above, on July 11, 2005, the Audit Committee and the Board of each
Fund approved a revised Audit Committee Charter, which includes Pre-Approval
Policies and Procedures in Section IV of such Charter. The revised Audit
Committee Charter is attached hereto as Appendix A. The Audit Committee of each
Fund has approved all audit and non-audit services provided by E&Y to such Fund,
and all non-audit services provided by E&Y to the Investment Adviser, or any
entity controlling, controlled by, or under common control with the Investment
Adviser that provides ongoing services to such Fund which are related to the
operations of such Fund.
PRINCIPAL SHAREHOLDERS
As of February 6, 2006, to the knowledge of FMO, no person beneficially
owned more than 5% of the voting securities of any class of securities of FMO.
As of February 6, 2006, to the knowledge of HCE, no person beneficially owned
more than 5% of the voting securities of any class of securities of HCE.
FINANCIAL STATEMENTS AND OTHER INFORMATION
Each Fund will furnish, without charge, a copy of such Fund's most recent
Annual Report and Semi-Annual Report to any shareholder upon request. Requests
should be directed to Claymore Securities, Inc., 2455 Corporate West Drive,
Lisle, Illinois 60532, 800-345-7999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require each Fund's officers and Trustees, certain officers of such
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 each Fund's review of the copies of such forms
effecting the Section 16 filings received by it, each Fund believes that for
such Fund's initial fiscal period ended November 30, 2005, all filings
applicable to such persons were completed and filed in a timely manner.
PRIVACY PRINCIPLES OF THE FUND
The Funds are 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 Funds collect, how
the Funds protect that information and why, in certain cases, the Funds may
share information with select other parties.
Generally, the Funds do not receive any non-public personal information
relating to their shareholders, although certain non-public personal information
of shareholders may become available to the Funds. The Funds do not disclose any
non-public personal information about 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 Funds restrict access to non-public personal information about
shareholders to employees of the Investment Adviser with a legitimate business
need for the information. The Funds maintain physical, electronic and procedural
safeguards designed to protect the non-public personal information of its
shareholders.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended for inclusion in the Funds' proxy statement
in connection with the Funds' 2007 annual meeting of shareholders pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") must
be received by the Funds at the Funds' principal executive offices by November
8, 2006. 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 Funds at the Funds'
principal executive offices not later than January 27, 2007.
9
OTHER MATTERS
The management of each Fund knows of no other matters that 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.
Very truly yours,
/s/ Nicholas Dalmaso
NICHOLAS DALMASO
CHIEF LEGAL AND EXECUTIVE OFFICER
March 8, 2006
10
APPENDIX A
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
FIDUCIARY/CLAYMORE DYNAMIC EQUITY FUND
AUDIT COMMITTEE CHARTER
APPROVED JULY 11, 2005
I. PURPOSE
The Audit Committee is a committee of the Board of the Trust. Its primary
function is to assist the Board in fulfilling certain of its responsibilities.
This Charter sets forth the duties and responsibilities of the Audit Committee.
The Audit Committee serves as an independent and objective party to monitor
the Trust's accounting policies, financial reporting and internal control
system, as well as the work of the independent auditors. The Audit Committee
assists Board oversight of (1) the integrity of the Trust's financial
statements; (2) the Trust's compliance with legal and regulatory requirements;
(3) the independent auditors' qualifications and independence; and (4) the
performance of the Trust's independent auditors. The Audit Committee also serves
to provide an open avenue of communication among the independent auditors, Trust
management, the personnel responsible for internal audit functions and the
Board.
- Trust management has the primary responsibility to establish and
maintain systems for accounting, reporting and internal control.
- The independent auditors have the primary responsibility to plan and
implement a proper audit, including consideration of the Trust's
accounting, reporting and internal control practices.
The Audit Committee may have additional functions and responsibilities as
deemed appropriate by the Board and the Audit Committee.
Although the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Trust's financial statements are complete and
accurate and have been prepared in accordance with generally accepted accounting
principles.
II. COMPOSITION
The Audit Committee shall be comprised of three or more board members as
determined by the Board, each of whom shall be an independent board member, and
free from any relationship that, in the opinion of the Board, would interfere
with the exercise of his or her independent judgment as a member of the Audit
Committee. For purposes of the Audit Committee, a board member is independent
if:
- he or she is not an "interested person" of the Trust as that term is
defined in the Investment Company Act of 1940; and
- he or she does not accept, directly or indirectly, any consulting,
advisory, or other compensatory fee from the Trust (except in the
capacity as a Board or committee member).
Each member of the Audit Committee shall be financially literate, as such
qualification is interpreted by the Board in its business judgment (or must
become financially literate within a reasonable time after his or her
appointment to the Audit Committee). The Audit Committee will review the
qualifications of its members and determine whether any of its members qualify
as an "audit committee financial expert" as defined in Form N-CSR. The Audit
Committee will submit such determination to the Board for its final
determination.
The members and Chairman of the Audit Committee shall be elected by the
Board annually and serve until their successors shall be duly elected and
qualified.
No member of the Audit Committee shall serve on the audit committee of
three or more public companies (or three or more investment company complexes)
in addition to his or her service on the Audit Committee of the Trust (excluding
service on the audit committees of other funds in the fund complex), unless the
Board determines that such simultaneous service would not impair the ability of
the Audit Committee member to serve effectively on the Audit Committee.
A-1
III. MEETINGS
The Audit Committee shall meet two times annually, or more frequently as
circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chairman or a majority of the members of the Audit Committee upon
reasonable notice to the other members of the Audit Committee.
As part of its job to foster open communication, the Audit Committee shall
meet annually with senior Trust management responsible for accounting and
financial reporting and the independent auditors in separate executive sessions
to discuss any matters that the Audit Committee, or any of such other persons,
believes should be discussed privately.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
A. Charter
Review this Charter, annually, and recommend changes, if any, to the
Board.
B. Internal Controls
1. Review, annually, with Trust management and the independent
auditors:
(a) the organizational structure, reporting relationship,
adequacy of resources and qualifications of the senior Trust
management personnel responsible for accounting and
financial reporting; and
(b) their separate evaluation of the adequacy and effectiveness
of the Trust's system of internal controls, including those
of the Trust's service providers.
2. Review, with Trust management and the independent auditors:
(a) the Trust's plan related to the Trust's systems for
accounting, reporting and internal controls;
(b) the responsibilities, resources and staffing with respect to
the activities in IV.B.2.(a) above; and
(c) any significant audit findings or recommendations related to
the Trust's systems for accounting, reporting and internal
controls and Trust management's response.
3. Monitor procedures for the receipt, retention and treatment of
complaints received by the Trust and/or the Audit Committee
regarding accounting, internal accounting controls or auditing
matters and the confidential, anonymous submission by officers
and trustees of the Trust or employees of the Adviser,
underwriter and any provider of accounting-related services to
the Trust of concerns regarding questionable accounting or
auditing matters.
4. Review, annually, with Trust management and the independent
auditors, policies for valuation of Trust portfolio securities,
and the frequency and magnitude of pricing errors.
C. Independent Auditors
1. Approve, and recommend to the Board, the appointment, retention
or termination of the independent auditors, and approve the fees
and other compensation to be paid to the independent auditors.
Such selection shall be pursuant to a written engagement letter
approved by the Audit Committee.
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.
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 non-audit 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-2
(a) The Chairman or any member of the Audit Committee may grant
the pre-approval for non-prohibited 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.
4. On an annual basis, request, receive in writing and review a
report by the independent auditors describing:
(a) the independent auditors' internal quality-control
procedures;
(b) any material issues raised by the most recent internal
quality-control review, or peer review, of the independent
auditors, or by any inquiry or investigations by
governmental or professional authorities, within the
preceding five years, respecting one or more independent
audits carried out by the independent auditors, and any
steps taken to deal with any such issues; and
(c) all relationships between the independent auditors and the
Trust, so as to assess the auditors' independence, including
identification of all relationships the independent auditors
have with the Trust and all significant relationships the
independent auditors have with the Adviser (and any "control
affiliate" of the Adviser) and any material service provider
to the Trust (including, but not limited to, disclosures
regarding the independent auditors' independence required by
Independence Standards Board Standard No. 1 and compliance
with the applicable independence provisions of Rule 2-01 of
Regulation S-X).
In assessing the auditors' independence, the Audit Committee
shall take into account the opinions of Trust management. The
Committee will present its conclusions with respect to the
independent auditors to the Board, and recommend that the Board
take appropriate action, if any, in response to the independent
auditors' report to satisfy itself of the independent auditors'
independence.
5. On an annual basis, review and evaluate the lead audit partner
(such review to include consideration of whether, in addition to
the regular rotation of the lead audit partner as required by
law, in order to assure continuing auditor independence, there
should be regular consideration of rotation of the firm serving
as independent auditors).
6. On an annual basis, meet with the independent auditors and Trust
management to review the arrangements for and scope of the
proposed audit for the current year and the audit procedures to
be utilized.
7. Review the management letter prepared by the independent auditors
and Trust management's response.
D. Financial Reporting Processes
(a) Review with Trust management and the independent auditors
the Trust's semi-annual financial statements.
2. Review with Trust management and the independent auditors the
matters that auditing professional standards require to be
communicated to the Audit Committee, including, but not limited
to, the matters required to be discussed by Statements on
Auditing Standards No. 61, including:
- the independent auditors' judgments about the quality, and
not just the acceptability, of the Trust's accounting
principles as applied in its financial reporting;
- the process used by Trust management in formulating
estimates and the independent auditors' conclusions
regarding the reasonableness of those estimates;
- all significant adjustments arising from the audit, whether
or not recorded by the Trust;
- when the independent auditors are aware that Trust
management has consulted with other accountants about
significant accounting and auditing matters, the independent
auditors' views about the subject of the consultation;
- any disagreements with Trust management regarding accounting
or reporting matters;
- any difficulties encountered in the course of the audit,
including any restrictions on the scope of the independent
auditors' activities or on access to requested information;
and
- significant deficiencies in the design or operation of
internal controls.
A-3
3. The independent auditors shall report, within 90 days prior to
the filing of the Trust's annual financial statements with the
SEC, to the Audit Committee:
(a) all critical accounting policies and practices to be used;
(b) all alternative treatments of financial information within
GAAP for policies and practices related to material items
that have been discussed with Trust management, the
ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent
auditor;
(c) other material written communications between the
independent auditors and Trust management including, but not
limited to, any management letter or schedule of unadjusted
differences; and
(d) all non-audit services provided to an entity in the
"investment company complex" as defined in paragraph (f)(14)
of Rule 2-01 of Regulation S-X that were not pre-approved by
the Audit Committee.
4. Review, annually, with Trust management and the independent
auditors, the Trust's "disclosure controls and procedures" and
the Trust's "internal control over financial reporting" as
defined in Rule 30a-3(c) and (d) under the Investment Company Act
of 1940.
5. Review with Trust management and the independent auditors a
report by Trust management covering any Form N-CSR and Form N-Q
filed, and any required certification of such filing, along with
the results of Trust management's most recent evaluation of the
Trust's "disclosure controls and procedures" and "internal
control over financial reporting."
E. Process Improvements
Review with the independent auditors and Trust management significant
changes or improvements in accounting and auditing processes that have
been implemented.
F. Legal and Compliance
1. Review any legal or regulatory matters that arise that could have
a material impact on the Trust's financial statements.
2. Review policies and procedures with respect to financial
statement risk assessment and risk management, including the
steps Trust management has taken to monitor and control such risk
exposures.
3. Establish clear hiring policies for the Trust with respect to
employees or former employees of the independent auditors.
G. Other Responsibilities
1. Review, annually, the performance of the Audit Committee.
2. Prepare a report of the Audit Committee as required to be
included in the annual proxy statement.
3. Investigate any other matter brought to its attention within the
scope of its duties, and have the authority in its discretion to
retain legal, accounting or other experts or consultants to
advise the Audit Committee, at the expense of the Trust, if, in
the Committee's judgment, that is appropriate.
4. Perform any other activities consistent with this Charter, the
Trust's Charter, By-Laws and governing law, as the Audit
Committee or the Board deems necessary or appropriate.
5. Maintain minutes of Committee meetings; report its significant
activities to the Board; and make such recommendations to the
Board as the Audit Committee may deem necessary or appropriate.
V. FUNDING
The Audit Committee shall receive appropriate funding, as determined by the
Audit Committee, for payment of (i) compensation to the independent auditors for
approved audit or non-audit services for the Trust; (ii) compensation to any
legal, accounting or other experts or consultants retained by the Audit
Committee pursuant to Section IV.G.3 above and (iii) ordinary administrative
expenses of the Audit Committee that are necessary or appropriate in carrying
out its duties.
A-4
APPENDIX B
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
PURPOSES AND ORGANIZATION
The purpose of the Governance and Nominating Committee of the Board of
Trustees (the "Board") of Fiduciary/Claymore MLP Opportunity Fund (the "Fund")
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
Fund, 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.
The Committee shall have the resources and authority appropriate to
discharge its responsibilities.
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.
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.
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 Fund's
current Trustees, (ii) the Fund's officers, (iii) the Fund's investment
adviser(s), (iv) the Fund'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 Fund's to identify
potential candidates.
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 A 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 A
will not be considered by the Committee).
----------
(1) As contemplated by certain rules under the Investment Company Act of 1940,
as amended, the selection and nomination of candidates for election as
members of the Board who are not Interested Persons shall be made by the
incumbent members of the Board who are not Interested Persons.
B-1
APPENDIX A TO THE
NOMINATING AND GOVERNANCE COMMITTEE CHARTER OF FMO
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
A Fund 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 Fund, to the attention of the
Secretary, at the Address of the principal executive offices of the
Fund.
2. The Shareholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Fund 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 Fund 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 Fund); (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 Fund (as defined in the Investment Company
Act of 1940, as amended) and, it not an "interested person,"
information regarding the candidate that will be sufficient for the
Fund 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 Fund's books; (iv) the class or series and number of all shares of
the Fund 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 (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.
B-2
APPENDIX C
FIDUCIARY/CLAYMORE DYNAMIC EQUITY FUND
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
PURPOSES AND ORGANIZATION
The purpose of the Governance and Nominating Committee of the Board of
Trustees (the "Board") of Fiduciary/Claymore Dynamic Equity Fund (the "Fund") 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 Fund,
as such term is defined in the Investment Company Act of 1940, as amended
("Interested Persons").(2) 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.
The Committee shall have the resources and authority appropriate to
discharge its responsibilities.
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.
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.
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 Fund's
current Trustees, (ii) the Fund's officers, (iii) the Fund's investment
adviser(s), (iv) the Fund'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 Fund's to identify
potential candidates.
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 A 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 A
will not be considered by the Committee).
----------
(2) 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.
C-1
APPENDIX A TO THE
NOMINATING AND GOVERNANCE COMMITTEE CHARTER OF HCE
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
A Fund 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 Fund, to the attention of the
Secretary, at the Address of the principal executive offices of the
Fund.
2. The Shareholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Fund 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 Fund 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 Fund); (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 Fund (as defined in the Investment Company
Act of 1940, as amended) and, it not an "interested person,"
information regarding the candidate that will be sufficient for the
Fund 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 Fund's books; (iv) the class or series and number of all shares of
the Fund 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 (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.
C-2
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
SOLICITED BY THE BOARD OF TRUSTEES
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
ANNUAL MEETING OF SHAREHOLDERS
APRIL 10, 2006
COMMON
The annual meeting of Fiduciary/Claymore MLP Opportunity Fund (the "Fund") will
be held at the offices of the Fund, 2455 Corporate West Drive, Lisle, Illinois,
60532, on Monday, April 10, 2006, at 11:30 A.M. CDT. The undersigned hereby
appoints each of Nicholas Dalmaso, Melissa J. Nguyen and Richard C. Sarhaddi as
proxies to represent and to vote all shares of the undersigned at the annual
meeting of shareholders 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 MARK, DATE, SIGN & RETURN THE PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
Date: __________________, 2006
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Signature(s) (SIGN IN THE BOX)
For joint registrations, both parties should sign.
CFMO-JH
PLEASE FILL IN A BOX AS SHOWN USING
BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
FOR ALL WITHHOLD
nominees AUTHORITY
except as to vote
1. Election of Trustees: marked to the for all
contrary at nominees.
Class I Nominees: left.
(01) Randall C. Barnes, (02) Nicholas Dalmaso / / / /
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY NOMINEE(S), WRITE THE NUMBER OF THE NOMINEE(S)
ON THE LINE BELOW.
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PLEASE SIGN AND DATE ON THE REVERSE SIDE.
CFMO-JH
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
SOLICITED BY THE BOARD OF TRUSTEES
FIDUCIARY/CLAYMORE DYNAMIC EQUITY FUND
ANNUAL MEETING OF SHAREHOLDERS
APRIL 10, 2006
COMMON
The annual meeting of Fiduciary/Claymore Dynamic Equity Fund (the "Fund") will
be held at the offices of the Fund, 2455 Corporate West Drive, Lisle, Illinois,
60532, on Monday, April 10, 2006, at 11:30 A.M. CDT. The undersigned hereby
appoints each of Nicholas Dalmaso, Melissa J. Nguyen and Richard C. Sarhaddi as
proxies to represent and to vote all shares of the undersigned at the annual
meeting of shareholders 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 MARK, DATE, SIGN & RETURN THE PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
Date: __________________, 2006
|---------------------------------------------------|
| |
| |
|---------------------------------------------------|
Signature(s) (SIGN IN THE BOX)
For joint registrations, both parties should sign.
CHCE-JH
PLEASE FILL IN A BOX AS SHOWN USING
BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
FOR ALL WITHHOLD
nominees AUTHORITY
except as to vote
1. Election of Trustees: marked to the for all
contrary at nominees.
Class I Nominees: left.
(01) Randall C. Barnes, (02) Nicholas Dalmaso / / / /
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY NOMINEE(S), WRITE THE NUMBER OF THE NOMINEE(S)
ON THE LINE BELOW.
----------------------------------------------
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
CHCE-JH