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 Registrant [X]
Filed by
a Party other than the Registrant [ ]
Check the
appropriate box:
[X]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[ ]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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Fiduciary/Claymore
Dynamic Equity Fund
(Names of
Registrant As Specified in its Declaration of Trust)
Payment
of Filing Fee (Check the appropriate box):
[
X]
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No
Fee Required
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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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.
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FIDUCIARY/CLAYMORE
DYNAMIC EQUITY FUND
2455
Corporate West Drive
Lisle,
Illinois 60532
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
To
be held on April 20, 2009
Notice is
hereby given to the holders of common shares of beneficial interest, par value
$0.01 per share (“Shares”), of Fiduciary/Claymore Dynamic Equity Fund (the
“Fund”) that a special meeting of shareholders of the Fund (the “Meeting”) will
be held at the offices of the Fund, 2455 Corporate West Drive, Lisle, Illinois
60532, on Monday, April 20, 2009, at 11:00 a.m. central time. The Meeting is
being held for the following purposes:
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1.
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To
approve the liquidation and dissolution of the Fund pursuant to a Plan of
Liquidation and Dissolution.
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2.
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To
transact such other business as may properly come before the Meeting or
any adjournments or postponements
thereof.
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The
Board of Trustees (the “Board”) of the Fund, including the independent trustees,
unanimously recommends that you vote “FOR” the proposal to liquidate and
dissolve the fund.
The Board
has fixed the close of business on February 26, 2009 as the record date for the
determination of shareholders entitled to notice of, and to vote at, the
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 Meeting.
If you
have any questions after considering the enclosed materials, please call (866)
615-7870.
By order
of the
Board of
Trustees
/s/ J.
Thomas Futrell
J. Thomas
Futrell
Chief
Executive Officer
Lisle,
Illinois
March [
], 2009
It
is important that your Shares be represented at the Meeting in person or by
proxy. Whether or not you plan to attend the 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 Meeting and wish to vote in person, you
will be able to do so and your vote at the Meeting will revoke any proxy you may
have submitted. Merely attending the 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 via the Internet pursuant to the
instructions included on the proxy card) today.
(
This page has been left blank
intentionally
)
FIDUCIARY/CLAYMORE
DYNAMIC EQUITY FUND
_____________________
PROXY
STATEMENT
_____________________
FOR
SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD ON April 20, 2009
This
proxy statement (“Proxy Statement”) will give you the information you need to
vote on the matters listed on the accompanying Notice of Special Meeting of
Shareholders, dated April 20, 2009 (“Notice of Special Meeting”). Much of the
information in this Proxy Statement is required under rules of the U.S.
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, (866)
615-7870.
This
Proxy Statement is furnished to the holders of common shares of beneficial
interest, par value $0.01 per share (“Shares”), of Fiduciary/Claymore Dynamic
Equity 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 special meeting
of shareholders of the Fund to be held on Monday, April 20, 2009, and any
adjournment or postponement thereof (the “Meeting”). The Meeting will be held at
the offices of the Fund, 2455 Corporate West Drive, Lisle, Illinois 60532 on
April 20, 2009, at 11:00 a.m. Central Time.
The Board
has fixed the close of business on February 26, 2009 (the “Record Date”) as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Meeting. Shareholders of the Fund as of the close of
business on the Record Date are sometimes referred to herein as “Record Date
Shareholders.” This Proxy Statement and the enclosed proxy card are
first being sent to Record Date Shareholders on or about March [ ],
2009.
Although
we recommend that you read the complete Proxy Statement, we have provided for
your convenience a brief overview of the proposal to be voted on.
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Why
is the Meeting being held?
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The
Meeting is being held to obtain shareholder approval of a proposal (the
“Proposal”) to liquidate and dissolve the Fund pursuant to the Plan of
Liquidation and Dissolution (the “Liquidation Plan”).
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At
a meeting held on December 19, 2008, the Board unanimously approved the
liquidation and dissolution of the Fund pursuant to the Liquidation Plan
and directed that the matter be submitted to Record Date Shareholders for
their approval. The Fund’s Agreement and Declaration of Trust
(the “Declaration of Trust”) requires that the liquidation and dissolution
of the Fund be approved by shareholders.
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What
are the consequences to shareholders if the liquidation is
approved?
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The
Liquidation Plan will become effective as soon as practicable following
approval of the Liquidation Plan by Record Date Shareholders on such date
as may be designated by the officers of the Fund (the “Effective
Date”). The share transfer books of the Fund will be closed and
the Shares will cease trading on the New York Stock Exchange (“NYSE”) as
of the close of business on the Effective Date. Shareholders of
record of the Fund as of the close of business on
the
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Effective
Date are sometimes referred to herein as “Effective Date
Shareholders.” After the Effective Date, the Fund will cease
its business as an investment company and will not engage in any business
activities except for the purpose of winding up its business and
affairs. The Fund’s assets will be liquidated and the net
proceeds, after discharging of or making reasonable provision for the
payment of all liabilities of the Fund, will be distributed to Effective
Date Shareholders in one or more liquidating
distributions. Effective Date Shareholders will receive such
distributions in cash. After the payment of the final
liquidating distribution, the Fund will dissolve.
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What
are the U.S. federal income tax consequences to Effective Date
Shareholders?
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The
receipt of liquidating distributions in cash is a taxable event to
Effective Date Shareholders and will result in a taxable gain or loss to
Effective Date Shareholders, depending on their respective tax basis in
their Shares. Shareholders are urged to consult their own tax
advisers. For a brief discussion of certain U.S. federal income
tax considerations, see “U.S. Federal Income Tax Consequences of the
Liquidation.”
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Will
your vote make a difference?
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Yes!
Your vote is important, no matter how many Shares you
own.
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Who
is asking for your vote?
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The
enclosed proxy is solicited by the Board for use at the Meeting or any
adjournment or postponement thereof for the purposes stated in the Notice
of Special Meeting. The Notice of Special Meeting, the proxy card and this
Proxy Statement are being mailed on or about March [ ],
2009.
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How
does the Board recommend that Record Date Shareholders vote on the
Proposal?
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The
Board recommends that you vote “
FOR
” the
Proposal.
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Who
is eligible to vote?
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Record
Date Shareholders are entitled to be present and to vote at the Meeting or
any adjournment or postponement thereof. 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
properly brought before the Meeting, your Shares will be voted at the
proxies’ discretion unless you specify otherwise in your
proxy.
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Record
Date Shareholders who execute proxies may revoke them at any time before
they are voted by filing with the Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person. Merely attending the Meeting, however, will
not revoke any previously submitted proxy.
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How
can I vote?
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Record
Date Shareholders may vote in any one of four ways: (i) via the Internet,
(ii) by telephone, (iii) by mail, by returning the enclosed proxy card, or
(iv) in person at the Meeting. Information regarding how to
vote via the Internet or by telephone is included on the enclosed proxy
card.
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Whom
do I contact for more information?
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You
can contact your financial advisor for more information. You
may also call us at our toll-free number, (866)
615-7870.
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THE
PROPOSAL: LIQUIDATING AND DISSOLVING THE FUND
PURSUANT
TO THE LIQUIDATION PLAN
Introduction
You are
being asked to vote on a proposal to liquidate and dissolve the Fund pursuant to
the Liquidation Plan. At a meeting held on December 19, 2008, the
Board unanimously approved the liquidation and dissolution of the Fund pursuant
to the Liquidation Plan and directed that the matter be submitted to
shareholders for their approval. The Declaration of Trust requires
that the liquidation and dissolution of the Fund be approved by
shareholders.
If Record
Date Shareholders approve the Liquidation Plan, the Fund’s investment adviser,
Claymore Advisors, LLC (the “Adviser”), its investment sub-adviser, Fiduciary
Asset Management, LLC (the “Sub-Adviser”) and officers of the Fund affiliated
with the Adviser and the Sub-Adviser (together with the Adviser and the
Sub-Adviser, “Fund Management”), will direct the orderly liquidation of the
Fund’s assets, the discharging of or making reasonable provision for the payment
of all liabilities of the Fund, and the distribution of the net proceeds to
Effective Date Shareholders in one or more liquidating
distributions. Fund Management expects that Effective Date
Shareholders will receive such distributions in cash. After the payment of the
final liquidating distribution, the Fund will dissolve.
If Record
Date Shareholders do not approve the Liquidation Plan, the Board will consider
what action to take. The Board unanimously recommends that you vote
“
FOR
” the Proposal to
liquidate and dissolve the Fund pursuant to the Liquidation Plan.
Background
The Fund
is a diversified, closed-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was
organized as a statutory trust under the laws of the State of Delaware on
December 15, 2004 and commenced operations on April 26, 2005 with approximately
$108 million of net assets following the completion of an initial public
offering of the Shares. The Fund’s investment objective is to provide a high
level of current income and current gains and, to a lesser extent, capital
appreciation. The Fund seeks to achieve its investment objective by investing in
a diversified portfolio of equity securities and writing (selling) call options
on a substantial portion of its portfolio securities.
Shares of
closed-end funds often trade in the marketplace at a discount to their net asset
value. This has been true historically in the case of the Fund, and the market
price for the Fund’s Shares generally has been less than the underlying value of
the Fund’s portfolio. As of December 18, 2008, prior to the Board’s
approval of the Liquidation Plan, the net asset value per share of the Fund’s
Shares was $4.52 and the market price of the Shares was $3.02, representing a
discount of approximately 33.19%. During 2008 the average discount to
net asset value of the Fund’s Shares was approximately
14.18%. Discounts to net asset value do not always prevail, however,
and at times the Fund’s Shares have traded at a premium to their net asset
value. The last time that the Fund’s Shares traded at a premium to
their net asset value was April 13, 2007. Since the announcement of the Board’s
approval of the Liquidation Plan, the discount to net asset value of the Fund’s
Shares has narrowed and as of the Record Date the Shares traded at a discount of
[ ]% to net asset value.
Reasons
for the Liquidation and Dissolution
In
October 2008, the Fund experienced a significant reduction in its net assets. In
light of this drop in the Fund’s net assets, the Board asked Fund Management to
evaluate the strategic alternatives available to the Fund. The Board requested
of and received from Fund Management materials, memoranda and recommendations
regarding the continued operation of the Fund, alternatives to the liquidation
of the Fund and the possible liquidation of the Fund. At a series
of Board meetings held on October 20 and 21, 2008, November 11, 2008,
December 5, 2008 and December 19, 2008, the Board considered among other
matters, the Fund’s long-term prospects, the continued operation of the Fund,
strategic alternatives available to the Fund and the liquidation of the
Fund.
Fund
Management sought to evaluate multiple alternatives for the future of the Fund
and provide recommendations to the Board. Fund Management stated that
there were three primary alternatives they had considered in their analysis in
making their recommendations: (i) continuing the operation of the Fund, with or
without replacement of the Adviser or Subadviser; (ii) merging the Fund with
another fund; and (iii) terminating the Fund and distributing its assets to
shareholders. The Board requested that Fund Management include in its
analysis the costs associated with each of the three primary
alternatives. Fund Management recommended liquidation of the Fund,
reporting that there were no better alternatives to liquidation and that
liquidation would be in the best interest of the Fund and its
shareholders. The Board discussed and considered extensively each of
the alternatives identified by Fund Management at a series of meetings and
discussed the alternatives and recommendations with Fund Management, counsel to
the Fund, and independent legal counsel to the Trustees who are not “interested
persons” of the Fund, as defined in the 1940 Act (the “Independent
Trustees”). After considering the feasibility of the continued
operation of the Fund and alternatives to liquidation, the Board concluded that
it would be in the best interests of the Fund and its shareholders to liquidate
and dissolve the Fund.
Board
Considerations
Small
Asset Size
Fund
Management discussed with the Board the significant reduction in the Fund’s net
assets in October 2008 as a result of drastic declines in the equity market, as
well as the impact of such declines and of the increased volatility in the
markets on certain derivative positions held by the Fund. As of the
Record Date, the Fund had net assets of approximately $[ ]. The
decline in net assets causes the Fund’s fixed expenses to be spread over a
smaller asset base, resulting in a significantly higher expense
ratio. Fund Management noted the difficulties associated with
continuing to operate the Fund in a cost-effective manner in light of its small
size. Additionally, Fund Management discussed that, given the Fund’s
small asset size, negative market movements made the Fund’s thin trading volume
more inefficient and that the Fund ran the risk of being delisted by the NYSE
due to minimum size or volume standards. The Board discussed with
Fund Management whether the Fund could raise additional capital and concluded
that the Fund would be unlikely to raise additional capital in the near
term.
To reduce
the expenses borne by shareholders prior to the liquidation and dissolution of
the Fund, the Adviser and Sub-Adviser have agreed to waive voluntarily the
advisory and sub-advisory fees payable by the Fund. Such waivers
became fully effective as of December 1, 2008 and will continue throughout the
liquidation period. If Record Date Shareholders do not approve the
liquidation of the Fund, such fee waivers can be terminated or extended at any
time at the discretion of the Adviser and Sub-Adviser,
respectively. Shareholders should not expect such fee waivers to
continue if the Liquidation Plan in not approved.
Continuation
of the Fund
The Board
discussed with Fund Management issues relating to continuing the Fund as
currently structured. The Board discussed the feasibility of
continuing the Fund so as to provide the potential for its net asset value to
increase. However, the Board considered the impossibility of forecasting
correctly when markets would improve. In discussing whether potential
changes in the Fund’s investment policies and strategies might allow more
opportunities for the Fund to seek to rebuild the Fund’s net assets through
investment gains, Fund Management advised that altering the investment objective
and fundamental investment parameters is not what investors anticipated when
they made their investments in the Fund. Fund Management also noted
that there would be additional costs associated with changes to the Fund’s
investment objective that would require shareholder vote. The Board
concluded that the Fund would need to experience significant capital
appreciation to be sustainable which was unlikely given the Fund’s covered call
investment strategy and the objective to provide a high level of current income
and current gains.
The Board
also considered the potential replacement of the Adviser or Subadviser in the
event of the continued operation of the Fund, noting that changes to the Adviser
or Subadviser would require shareholder approval and incurrence by the Fund of
additional costs. The Board considered that Fund Management believed
it highly unlikely that an alternative adviser or sub-adviser could be found
that would be willing to manage the Fund in light of its small size, expense
structure and recent investment performance. Additionally, in light
of the impossibility of forecasting correctly when markets would improve and
limitations on altering the Fund’s investment policies and strategies, the Board
considered Fund Management’s statement that it was highly unlikely that a
replacement adviser or sub-adviser could achieve performance results sufficient
to rebuild the Fund’s net assets.
The
Board, based on the information provided by and recommendations of Fund
Management, concluded that at the Fund’s current asset size it would be
difficult to continue the Fund and grow assets at an acceptable level of risk,
especially given the Fund’s objective to provide a high level of current income
and current gains.
Merger
of the Fund
The Board
discussed with Fund Management issues relating to merging the Fund into another
closed-end fund, an open-end fund or an exchange-traded fund. The
Board considered the costs associated with merging the Fund into another Fund,
as estimated by Fund Management. Fund Management noted that it would
be difficult to find a fund that would be willing to absorb the expenses
associated with merging with the Fund given the Fund’s current asset level and
considering the Fund’s recent investment performance. In light of the
additional costs of a merger as compared to liquidation of the Fund, and the
fact that the Fund’s size and recent investment performance did not make the
Fund an attractive merger candidate, the Board, based on the information
provided by and recommendations of Fund Management, concluded that a merger of
the Fund was not a viable option.
Liquidation
In
considering liquidation as an option for the Fund, the Board considered Fund
Management’s opinion that liquidation addressed many of the issues outlined
above. Fund Management advised that it was expected that, in a
liquidation, Effective Date Shareholders would receive a liquidating
distribution the value of which would approximately equal the Fund’s
then-current net asset value per Share, subject to market changes during the
liquidation period and less the costs of the liquidation borne by the Fund and
transaction costs incurred in selling the Fund’s portfolio
securities. The Board considered such a
liquidating
distribution in light of the historic levels of the Shares’ market price
discount to net asset value and then-current level of such
discount.
The Board
has discussed periodically the significance of the market price discount to net
asset value and its impact on Fund shareholders. The Board previously
had discussed and considered various strategies to address the discount,
including share repurchases and tender offers for outstanding
shares. Based upon information provided by and prior recommendations
of Fund Management, the Board had determined that share repurchases or tender
offers would decrease the size of the Fund and increase the expense ratio for
the remaining shareholders and that they may not ultimately be successful in
reducing the discount. Therefore, the Board had previously determined
that these strategies should not be implemented given the size of the
Fund.
The Board
noted that a liquidation would allow shareholders to receive liquidating
distributions the value of which would approximately equal the Fund’s
then-current net asset value per Share and thereby would effectively eliminate
the discount to net asset value at which the Shares have historically
traded.
Conclusion
Based
upon all of the information considered and in light of the foregoing factors and
the conclusions reached (and not relying on any single factor or group of
factors alone), the Board believes that it would be in the best interests of the
Fund and its shareholders to liquidate and dissolve the Fund. On December 19,
2008, the Board unanimously approved the liquidation and dissolution of the Fund
pursuant to the Liquidation Plan and directed that the matter be submitted to
shareholders for their approval as required by the Fund’s Declaration of
Trust.
Description
of the Liquidation Plan and Related Transactions
The
following description of the Liquidation Plan and related transactions is a
summary. A copy of the Liquidation Plan is attached hereto as
Appendix A. Shareholders are urged to read the Liquidation Plan in
its entirety.
Effectiveness
of the Liquidation Plan and Cessation of the Fund’s Activities as an Investment
Company
The
Effective Date of the Liquidation Plan will be as soon as practicable following
approval of the Liquidation Plan by Record Date Shareholders on such date as may
be designated by the officers of the Fund. After the Effective Date,
the Fund will cease its business as an investment company and will not engage in
any business activities except for the purpose of winding up its business and
affairs, preserving the value of its assets, liquidating portfolio securities,
discharging or making reasonable provision for the payment of all liabilities
and distributing its remaining assets to Effective Date Shareholders in
accordance with the Liquidation Plan.
Closing
of Share Register Books of the Fund and Cessation of Trading of
Shares
The
proportionate interests of Effective Date Shareholders in the assets of the Fund
will be fixed on the basis of their respective Share holdings as of the close of
business on the Effective Date. At such time, the Share register books of the
Fund will be closed. Thereafter, unless the Share register books of the Fund are
reopened, because the Plan cannot be carried into effect or otherwise, Effective
Date Shareholders respective interests in the Fund’s assets will not be
transferable by the negotiation of Share certificates. The Fund’s
Shares will cease trading on the NYSE as of the close of business on the
Effective
Date. The NYSE may remove the Fund’s Shares from listing at any time
prior to the Effective Date if an event shall occur or conditions exist that, in
the opinion of the NYSE, make further dealings on the NYSE
inadvisable.
Liquidation
of Assets and Payment of Liabilities
After the
Effective Date, the Fund will commence selling all of its portfolio securities
and other assets for cash at such prices and on such terms and conditions as
Fund Management determines to be reasonable and in the best interests of the
Fund and its shareholders. The Fund will apply the proceeds to the payment,
satisfaction and discharge of all existing debts and obligations of the Fund,
and distribute in one or more liquidating distributions the remaining proceeds
among the Effective Date Shareholders of the Fund. Fund Management anticipates
that the aggregate of such proceeds, net of the Fund’s liabilities, will
approximate the Fund’s then current net asset value, subject to market changes
during the period in which portfolio securities are sold and less the costs of
the liquidation borne by the Fund and transaction costs incurred in selling the
Fund’s portfolio securities.
The Fund
may, if deemed appropriate by Fund Management, withhold sufficient assets to
deal with any disputed claims or other contingent liabilities which may then
exist against the Fund. Any amount that is withheld relating to any such claim
will be deducted pro rata from the net assets distributable to Effective Date
Shareholders and held until the claim is settled or otherwise determined. In the
event that claims are not adequately provided for or are brought after
dissolution by previously unknown creditors or claimants, the Board and officers
of the Fund could be held personally liable. In addition, claims
possibly could be pursued against Effective Date Shareholders to the extent of
liquidating distributions received by them.
Liquidating
Distributions
The
distribution of the Fund’s assets will be made in one or more liquidating
distributions in complete cancellation of all outstanding Shares of the Fund.
Fund Management expects that the Fund will make a liquidating distribution which
will consist of cash representing all or a substantial portion of the net assets
of the Fund, less any estimated amount necessary to discharge any unpaid
liabilities and obligations of the Fund on the Fund’s books as of the date of
such distribution and liabilities reasonably deemed by the officers or the Board
to exist against the assets of the Fund as of the date of such
distribution. If additional subsequent liquidating distributions are
required, such distributions are expected to consist of cash from any assets
remaining after accrual of expenses, the proceeds of any sale of assets of the
Fund not sold prior to the earlier distributions and any other miscellaneous
income of the Fund. The Board will set the record date and the payment date for
each distribution.
The Fund
does not currently intend to create a separate trust to administer liquidating
distributions; however, in the event the Fund is unable to distribute all of its
assets pursuant to the Liquidation Plan because of its inability to locate
Effective Date Shareholders to whom liquidation distributions are payable or
otherwise, the Fund may create a liquidating trust with a financial institution
and deposit any remaining assets of the Fund in such trust for the benefit of
Effective Date Shareholders. The expenses of any such trust will be charged
against the liquidating distributions held therein.
Effective
Date Shareholders will receive their liquidating distributions without further
action on their part. Effective Date Shareholders holding
certificates representing their Shares may, but are not required to, return
their Share certificates to the Fund’s transfer agent. Upon the
mailing of the final liquidating distribution, all outstanding Shares of the
Fund will be deemed cancelled and Share certificates of the Fund will no longer
evidence an ownership interest in the Fund and will not be accepted by the
Fund’s transfer agent. Effective Date Shareholders whose Shares are
held in the name of their
broker
or other financial institution will receive their liquidating distributions
through such shareholders’ nominee firms. All Effective Date
Shareholders will receive information concerning the sources of the liquidating
distributions.
Expenses
The
expenses incurred in carrying out the terms of the Liquidation Plan will be
borne by the Fund. Expenses expected by Fund Management to be incurred in
connection with the Liquidation Plan include, but are not limited to, expenses
incurred in connection with the preparation of the Liquidation Plan and this
Proxy Statement, costs of printing and distributing this Proxy Statement and
soliciting the votes of Record Date Shareholders of the Fund, federal and state
filing fees, and legal and audit fees. Liquidation expenses are
currently estimated to be approximately $[ ], plus the transaction costs
incurred in selling the Fund’s portfolio securities. The Board has reviewed and
approved the foregoing arrangement with respect to expenses relating to the
Liquidation Plan.
Dissolution
of the Fund
As soon
as practicable after the payment of the final liquidating distribution, the
officers of the Fund will close the books of the Fund and prepare and file, in a
timely manner, any and all required income tax returns and other documents and
instruments. Pursuant to the Liquidation Plan, the Fund will apply for
de-registration as an investment company under the 1940 Act and thereafter
dissolve under Delaware law.
Amendment
or Abandonment of the Plan
The
Liquidation Plan provides that the Fund may modify or amend the Liquidation Plan
at any time without shareholder approval if it determines that such action would
be advisable and in the best interests of the Fund and its shareholders. If any
amendment or modification would, in the judgment of the Fund, materially and
adversely affect the interests of shareholders or delay the payment of
liquidating distributions, such amendment or modification will be submitted to
shareholders for approval. In addition, the Fund may abandon the Liquidation
Plan at any time prior to the payment of the final liquidating distribution, if
it determines that abandonment would be advisable and in the best interests of
the Fund and its shareholders.
U.S.
Federal Income Tax Consequences of the Liquidation
Payment
by the Fund of liquidating distributions to Effective Date Shareholders will be
a taxable event, as described below. Because the income tax consequences for a
particular shareholder may vary depending on individual circumstances, each
shareholder is urged to consult his or her own tax adviser concerning the
federal, state and local tax consequences of receipt of a liquidating
distribution.
The Fund
currently qualifies, and intends to continue to qualify through the end of the
liquidation period, for treatment as a regulated investment company for U.S.
federal income tax purposes so that it will not be required to pay U.S. federal
income taxes on any investment company taxable income or net capital gain (the
excess of net long-term capital gain over net short-term capital loss) it
distributes to Effective Date Shareholders.
The
receipt of liquidating distributions in exchange for Shares of the Fund will be
a taxable event for Effective Date Shareholders. Each Effective Date
Shareholder will be treated as having sold his or her Shares for an amount equal
to the liquidating distribution(s) he or she receives. The amount of
a liquidating distribution will equal the sum of (i) the amount of cash received
by the Effective Date
Shareholder
and, (ii) if the Fund establishes a liquidating trust, the net fair market value
of such Effective Date Shareholder’s share of the Fund's assets (net of known
liabilities) that are transferred to the liquidating trust. Each
Effective Date Shareholder will recognize gain or loss in an amount equal to the
difference between the Effective Date Shareholder’s adjusted basis in the Shares
and the total amount of such liquidating distribution(s). The gain or loss will
be capital gain or loss to the Effective Date Shareholder if the Shares were
held as capital assets in the Effective Date Shareholder’s hands, and generally
will be long-term if the Shares were held for more than one year at the time of
the liquidating distribution. Long-term capital gains are currently taxed to
individual shareholders at a maximum 15% U.S. federal income tax rate through
the end of 2010. If the Fund establishes a liquidating trust, then all income,
gain, loss, deduction and expense of the liquidating trust will be attributed to
the former Effective Date Shareholders in accordance with their respective
proportionate interests in the liquidating trust.
The Fund
generally will be required to withhold tax at the rate of 28% with respect to
any liquidating distribution(s) to individuals and certain other non-corporate
shareholders who have not previously certified to the Fund that their social
security number or taxpayer identification number provided to the Fund is
correct and that they are not subject to backup withholding.
The
foregoing summary is generally limited to certain U.S. federal income tax
consequences to Effective Date Shareholders who are United States persons as
determined for U.S. federal income tax purposes. The discussion is based upon
the Internal Revenue Code of 1986 as amended (the “Code”), Treasury regulations,
judicial authorities, published positions of the Internal Revenue Service (the
“IRS”) and other applicable authorities, all as in effect on the date hereof and
all of which are subject to change or differing interpretations (possibly with
retroactive effect). This summary does not address all of the tax
consequences that may be relevant to a particular shareholder or to shareholders
subject to special treatment under U.S. federal income tax law. No ruling has
been or will be sought from the IRS regarding any matter discussed
herein. Counsel to the Fund has not rendered and will not render any
legal opinion regarding any tax consequences relating to the liquidation of the
Fund or, if relevant, the liquidating trust. No assurance can be
given that the IRS would not assert, or that a court would not sustain, a
position different from any of the tax aspects set forth above. Furthermore,
this summary does not address state, local or foreign tax consequences.
Shareholders are urged to consult their own tax advisers as to the U.S. federal
income tax consequences resulting from receiving a liquidating distribution(s),
as well as any tax consequences under any applicable state, local or foreign tax
laws, including possible changes in tax law.
Shareholder
Approval
To become
effective, the Liquidation Plan must be approved by the affirmative vote of a
“majority of the outstanding voting securities” of the Fund, which is defined
under the 1940 Act as the lesser of: (i) 67% or more of the voting securities of
the Fund present in person or by proxy at the Meeting, if the holders of more
than 50% of the outstanding voting securities of the Fund are present in person
or by proxy at the Meeting, or (ii) more than 50% of the outstanding voting
securities of the Fund.
Record
Date Shareholders will have equal voting rights (i.e. one vote per
Share).
Board
Recommendation
The Board
unanimously recommends that you vote “
FOR
” the Proposal to liquidate
and dissolve the Fund pursuant to the Liquidation Plan.
ADDITIONAL
INFORMATION
Further
Information About Voting and the Meeting
Record
Date Shareholders may vote in any one of four ways: (i) via the Internet, (ii)
by telephone, (iii) by mail, by returning the enclosed ballot, or (iv) in person
at the Meeting. Information regarding how to vote via telephone or Internet is
included on the enclosed proxy card. The required control number for
Internet and telephone voting is printed on the enclosed proxy
card. The Fund employs procedures for Internet and telephone voting,
such as requiring the control number from the proxy card in order to vote by
either of these methods, which it considers to be reasonable to confirm that the
instructions received are genuine. The control number is used to
match proxies with shareholders’ respective accounts and to ensure that, if
multiple proxies are executed, Shares are voted in accordance with the proxy
bearing the latest date. If reasonable procedures are employed, the
Fund will not be liable for following Internet or telephone instructions which
it believes to be genuine. Record Date Shareholders may revoke their proxies at
any time prior to the time they are voted by giving written notice to the
Secretary of the Fund, by delivering a subsequently dated proxy prior to the
date of the Meeting or by attending the Meeting and voting in person at the
Meeting. Merely attending the Meeting, however, will not revoke any previously
submitted proxy.
All
properly executed proxies received prior to the Meeting will be voted at the
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.
The Board
has fixed the close of business on February 26, 2009 as the Record Date for the
determination of shareholders of the Fund entitled to notice of, and to vote at,
the Meeting. Record Date Shareholders will be entitled to one vote on the
Proposal to be voted on for each Share held and a fractional vote with respect
to fractional Shares with no cumulative voting rights.
The
Declaration of Trust requires the presence of a quorum for each matter to be
acted upon at the Meeting. Votes withheld and abstentions will be counted as
present for quorum purposes. “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 not be counted as Shares
present for quorum purposes with respect to such matters. Assuming the presence
of a quorum, votes withheld and abstentions will have the same effect as a vote
against the Proposal. Broker non-votes do not constitute votes for or against
the Proposal and are disregarded in determining the votes cast when the voting
requirement is based on achieving a percentage of the voting securities present
in person or by proxy and entitled to vote at the Meeting. Broker non-votes do
not constitute votes for and will have the same effect as votes against when the
voting requirement is based on achieving a percentage of the outstanding voting
securities.
In the
event that sufficient votes to approve the Proposal are not received at the
Meeting, proxies (including abstentions and broker non-votes) will be voted in
favor of one or more adjournments of the Meeting to permit further solicitation
of proxies on the Proposal, provided that the Board determines that such an
adjournment and additional solicitation is reasonable and in the interest of
shareholders based on a consideration of all relevant factors.
Adviser
and Sub-Adviser
Claymore
Advisors, LLC, a wholly owned subsidiary of Claymore Group Inc., acts as the
Fund’s investment adviser. As of December 31, 2008, Claymore entities have
provided supervision, management, servicing or distribution on approximately
$10.4 billion in assets through closed-end funds, unit investment trusts and
exchange-traded funds. The Adviser is located at 2455 Corporate West Drive,
Lisle, Illinois 60532.
Fiduciary
Asset Management, LLC, a wholly owned subsidiary of Piper Jaffray Companies,
acts as the Fund’s investment sub-adviser and is responsible for making
investment decisions with respect to the investment of the Fund’s assets. As of
December 31, 2008, the Sub-Adviser supervised and managed approximately $12.3
billion in assets for endowments & foundations, public pension plans,
corporate trusts, union plans, Taft-Hartley plans, closed-end funds and private
investment funds. The Sub-Adviser is located at 8235 Forsyth Blvd., Suite 700,
St. Louis, Missouri 63105.
Administrator
Claymore
Advisors, LLC, located at 2455 Corporate West Drive, Lisle, Illinois, 60532,
serves as the Fund’s administrator.
Shares
Outstanding and Principal Shareholders
As of the
Record Date, the Fund had
[ ]
Shares outstanding.
As of the
Record Date, to the knowledge of the Fund, no person beneficially owned more
than 5% of the Shares of the Fund, except as set forth in the table
below:
|
Shareholder Name and
Address
|
Share
Holdings
|
Percentage
Owned
|
|
[ ]
|
[ ]
|
[
]%
|
Financial
Statements and Other Information
The
Fund will furnish, without charge, a copy of the 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, (888) 991-0091. Copies of the Fund’s most recent
Annual Report and Semi-Annual Report can also be downloaded from
www.claymore.com/hce.
Deadline
for Shareholder Proposals
If the
liquidation and dissolution of the Fund is approved, the Fund does not intend to
hold another annual meeting of shareholders. However, if the
liquidation and dissolution is not approved or if the liquidation does not
occur, the Fund will hold its 2009 annual meeting of shareholders.
As
previously disclosed, shareholder proposals intended for inclusion in the Fund’s
proxy statement in connection with the Fund’s 2009 annual meeting of
shareholders, if held, pursuant to Rule 14a-8 under the Securities Exchange Act
of 1934 (the “Exchange Act”) must be received by the Fund at the Fund’s
principal executive offices by February 25, 2009. 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 May 11, 2009.
Expenses
of Proxy Solicitation
Solicitation
of proxies is being made primarily by the mailing of this Proxy Statement and
accompanying Notice of Special Meeting. In addition, certain officers of the
Fund and certain officers and employees of the Adviser or the Sub-Adviser or
their respective affiliates (none of whom will receive additional compensation
therefore) may solicit proxies in person or by telephone, mail and e-mail.
Brokerage houses, banks and other fiduciaries may be requested to forward proxy
solicitation materials to their principals to obtain authorization for the
execution of proxies, and will be reimbursed by the Fund for such out-of-pocket
expenses. The Fund has retained Broadridge as its proxy solicitor and will pay a
project management fee as well as fees charged on a per call basis and certain
other expenses. Management of the Fund estimates that the solicitation by
Broadridge will cost approximately $13,000, which will be borne by the Fund as
an expense of the liquidation.
Other
Matters
The Fund
Management knows of no other matters that are to be brought before the Meeting.
However, if any other matters not now known properly come before the 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/ J.
Thomas Futrell
J.
THOMAS FUTRELL
Chief
Executive Officer
March [
], 2009
Appendix
A
PLAN
OF LIQUIDATION AND DISSOLUTION
OF
FIDUCIARY/CLAYMORE
DYNAMIC EQUITY FUND
This PLAN
OF LIQUIDATION AND DISSOLUTION (the “Plan”) of FIDUCIARY/CLAYMORE DYNAMIC EQUITY
FUND (the “Fund”), a Delaware statutory trust, and the actions contemplated by
it have been approved by the Board of Trustees of the Fund (the “Board” or the
“Trustees”) as being advisable and in the best interests of the Fund and the
holders of common shares of beneficial interest of the Fund
(“shareholders”).
WHEREAS
, for good and
sufficient business reasons, the Trustees of the Fund desire to liquidate the
Fund and distribute the Fund’s assets to the shareholders of the Fund;
and
WHEREAS
, the Board has
considered and approved this plan for the purpose of liquidating and dissolving
the Fund; and
WHEREAS
, the Plan is intended
to accomplish the complete liquidation and dissolution of the Fund in accordance
with the laws of the Delaware Statutory Trust Act and the Agreement and
Declaration of Trust of the Fund, dated December 15, 2004 and as amended through
the date hereof (the “Declaration of Trust”); and
WHEREAS
, Section 11.2 of the
Declaration of Trust, grants the Board the authority to liquidate and dissolve
the Fund, subject to the affirmative vote of a “majority of the outstanding
voting securities” of the Fund as defined by the Investment Company Act of 1940,
as amended (the “1940 Act”), provided that the liquidation and dissolution has
been approved by 80% of the Trustees; and
WHEREAS
, the resolutions
approving the liquidation and dissolution of the Fund pursuant to this Plan have
been approved by 80% of the Trustees; and
WHEREAS
, the Board has
directed submitting the proposal to liquidate and dissolve the Fund to the
shareholders of the Fund at a meeting of shareholders and has authorized
distribution of a proxy statement in connection with the solicitation of proxies
for such purpose; and
NOW, THEREFORE
, the Board
hereby adopts this Plan for the purpose of liquidating and dissolving the Fund
in accordance with the following:
1.
Adoption of the
Plan
.
This Plan shall
be submitted to the shareholders of the Fund and is subject to the affirmative
vote of “a majority of the outstanding voting securities” of the Fund as defined
by the 1940 Act. Such approval of the Plan shall constitute approval by the
shareholders of the sale of substantially all of the assets of the Fund and
approval of other actions as contemplated by the Plan.
2.
Effective
Date
.
The effective
date of the Plan shall be as soon as practicable following approval of the
Liquidation Plan by shareholders of the Fund on such date as may be designated
by officers of the Fund (the “Effective Date”). The period commencing
on the Effective Date and continuing until one year after the Effective Date is
referred to herein as the “Liquidation Period.”
3.
Fixing of
Interests and Closing of Shareholder Register Books
.
The proportionate
interest of shareholders in the assets of the Fund shall be fixed on the basis
of their respective holdings at the close of business on the Effective
Date. Shareholders of record of the Fund as of the close of business
on the Effective Date are sometimes referred to herein as “Effective Date
Shareholders.” On the Effective Date, the share transfer books of the
Fund shall be closed. Thereafter, unless the share transfer books are
reopened because the Plan cannot be carried into effect under the laws of the
State of Delaware or otherwise, the Effective Date Shareholders’ respective
interests in the Fund’s assets shall not be transferable by the negotiation of
share certificates and the Fund’s shares will cease to be traded on the New York
Stock Exchange.
4.
Cessation of
Business
.
As of the close
of business on the Effective Date, the Fund shall cease its business as an
investment company and shall not thereafter engage in any business activities
except for the purpose of winding up its business and affairs; preserving the
value of its assets; paying, discharging or making reasonable provision for the
payment of all of the Fund’s liabilities as provided in Section 8 hereof; and
distributing the remaining assets to Effective Date Shareholders.
5.
Disposition of
Assets
. Prior to and after the Effective Date, the Fund’s
investment adviser shall use all commercially reasonable efforts to sell all of
the Fund’s portfolio assets for cash and shall hold or reinvest the proceeds
thereof in cash and such short-term securities as the Fund may lawfully hold or
invest in. To the extent the Fund cannot dispose of any such asset or assets
prior to expiration of the Liquidation Period, the Fund shall contribute such
asset or assets to the Liquidating Trust (as defined in Section 10
hereof).
6.
Disposition of
Claims
.
Prior to
and after the Effective Date, the Fund’s investment adviser shall use all
commercially reasonable efforts to assert, prosecute, reduce to judgment, settle
and collect all claims of the Fund (the “Claims”). To the extent the Fund cannot
resolve any Claim prior to expiration of the Liquidation Period, then not later
than the last day of such period the Fund shall contribute all such unresolved
Claims to the Liquidating Trust along with such amounts of cash and other assets
as the Fund shall determine might reasonably be required to resolve such
unresolved claims.
7.
Transactions
.
Within the
Liquidation Period, the Fund shall have the authority to engage in such other
transactions as may be appropriate to complete its liquidation and dissolution,
including without limitation, the authority to mortgage, pledge, sell, lease,
exchange or otherwise dispose of all or any part of its other assets for cash
and/or shares, bonds, or other securities or property upon such terms and
conditions as the Fund shall determine, with no further approvals by the
shareholders except as required by law.
8.
Provision for
Liabilities
.
Within the Liquidation Period, the Fund shall pay or discharge or
otherwise provide for the payment or discharge of, any liabilities and
obligations, including, without limitation, contingent or unascertained
liabilities and obligations determined or otherwise reasonably estimated to be
due either by the Fund or a court of competent jurisdiction (the
“Liabilities”). The foregoing may be accomplished by use of one or
more trusts (including a liquidating trust), escrows, reserve funds, plans or
other arrangements as determined by the Fund or required by law (collectively,
the “Reserve Funds”), and the Board by adoption of this Plan does constitute and
appoint any agent or trustee under the arrangements provided by the Fund
pursuant to this Section 8 as the agent or trustee for the limited purposes
provided in the agreement in which such purposes are set forth.
9.
Distributions to
Effective Date Shareholders
.
Promptly after
the Effective Date and from time to time thereafter, the Fund, when and as
declared by the Board, shall distribute to Effective Date Shareholders cash or
other assets (other than cash or other assets held in the Reserve Funds) and all
other properties held by it, by way of pro rata liquidating distributions to
such Effective Date
Shareholders. Cash
and other assets held in the Reserve Funds (including any income earned thereon)
or the Liquidating Trust in excess of the amounts required for the payment or
discharge of the Fund’s liabilities and obligations shall be distributed to
Effective Date Shareholders at the time and under the conditions set forth in
the instruments establishing the Reserve Funds and the Liquidating
Trust. Upon mailing of the final liquidating distribution, all
outstanding shares of the Fund will be deemed cancelled.
10.
Liquidating
Trust
.
If necessary, the
Fund, as promptly as practicable, but in any event within the Liquidation
Period, shall (i) create with one or more trustees
(“Liquidation Trustees”)
selected by the Board, a liquidating trust (the “Liquidating Trust”) pursuant to
a liquidating trust agreement (the “Liquidating Trust Agreement”), (ii) grant,
assign and convey to the Trustees of the Liquidating Trust all rights of
ownership of the Reserve Funds and any other assets not yet distributed to
Effective Date Shareholders, subject to all of the Liabilities and (iii)
distribute interests in the Liquidating Trust to Effective Date Shareholders
(the transactions contemplated by this Section 10, together with any initial
distributions to Effective Date Shareholders, shall be referred as the
“Liquidation”).
(a) No
distributions of any of the assets held by the Liquidation Trustees of the
Liquidating Trust shall be made by the Liquidation Trustees other than as
provided by the express terms and provisions of the Liquidating Trust Agreement,
and no assets held by the Liquidation Trustees shall ever revert or be
distributed to the Fund or to any shareholder of the Fund, as such, other than a
former Effective Date Shareholder entitled thereto as provided in the
Liquidating Trust Agreement. Assets held in the Liquidating Trust shall be
distributed to the beneficiaries of the Liquidating Trust at the time and under
the conditions set forth in the express terms and provisions of the Liquidating
Trust Agreement.
(b) It
is intended that the Liquidating Trust will constitute a liquidating trust that
is owned by the Fund’s former Effective Date Shareholders for U.S. federal
income tax purposes. Accordingly, for U.S. federal income tax purposes, it is
intended that the assignment of the assets to the Liquidation Trustees of the
Liquidating Trust shall, subject to the terms and provisions of the Liquidating
Trust Agreement, constitute a final liquidating distribution by the Fund to its
Effective Date Shareholders of their pro rata interests in such assets (net of
any known liabilities), followed by such Effective Date Shareholders’
contribution of their pro rata interests in such assets to the Liquidating
Trust.
11.
Filings
.
The Fund shall
file a notice of liquidation and dissolution and any other documents as are
necessary to effect the liquidation and dissolution of the Fund in accordance
with the requirements of the Declaration of Trust, Delaware Statutory Trust Act,
the Internal Revenue Code of 1986, as amended (the “Code”), any applicable
securities laws and any rules and regulations of the Securities and Exchange
Commission (the “SEC”), any state securities commissions or otherwise,
including, without limitation, withdrawing any qualification to conduct business
in any state in which the Fund is so qualified and the preparation and filing of
any tax returns. As soon as practicable after the Liquidation, the
Secretary of the Fund shall lodge among the records of the Fund this Plan
evidencing the fact of such liquidation and the termination of the
Fund.
12.
De-registration
as an Investment Company
.
As soon as reasonably
practicable after the Liquidation, the Fund shall file with the SEC an
application for de-registration as an investment company under the Investment
Company Act of 1940, as amended, and shall be authorized to file any amendments
thereto as the officers of the Fund deem necessary to effect such
de-registration.
13.
Dissolution
.
As soon as
reasonably practicable after the SEC has issued an order granting
de-registration of the Fund, the officers of the Fund shall take such action as
they deem necessary to effect the dissolution and termination of the Fund under
Delaware law.
14.
A
uthorized
Officers
.
Any
officer or Trustee of the Fund (the “Authorized Officers”) shall have the
responsibility to take such actions under this Plan, prior to, at and after the
Effective Date, as may be necessary or appropriate to implement this Plan and to
oversee the complete liquidation, winding up and dissolution of the Fund
pursuant hereto. To assist in effecting the complete liquidation,
winding up and dissolution of the Fund in accordance with this Plan, the
Authorized Officers are hereby authorized and directed to execute all documents,
file all papers and take all actions as such persons deem necessary or desirable
for the purpose of effecting the complete liquidation, winding up and
dissolution of the Fund in accordance with this Plan. The Authorized Officers
are hereby authorized and directed to delegate any of their duties and
responsibilities to any adviser, administrator, custodian, transfer agent,
distributor or other service provider pursuant to its applicable service
agreement with the Fund.
The
death, resignation or disability of any Trustee or officer of the Fund shall not
impair the authority of the surviving or remaining Trustees or officers to
exercise any of the powers provided for in this Plan.
15.
Expenses
.
The Fund shall bear all
expenses incurred by it in carrying out the Plan, whether or not the liquidation
and dissolution contemplated by the Plan are effected.
16.
Amendment or
Abandonment of the Plan
.
The Fund may
modify or amend this Plan at any time without shareholder approval if it
determines that such action would be advisable and in the best interests of the
Fund and its shareholders. If any amendment or modification appears necessary
and in the judgment of the Fund will materially and adversely affect the
interests of the shareholders or delay the time at which distributions of the
Fund’s net assets will be made, such an amendment or modification will be
submitted to the shareholders for approval. In addition, the Fund may abandon
this Plan at any time prior to payment of the final liquidating distribution if
it determines that abandonment would be advisable and in the best interests of
the Fund and its shareholders.
17.
Governing
Law
.
This Plan
shall be governed by and construed in accordance with the laws of the State of
Delaware.
[BACK COVER PAGE]
FORM
OF PROXY CARD
PROXY
TABULATOR
|
To
vote by Internet
|
P.O. BOX
9112
|
|
FARMINGDALE, NY
11735
|
1)
|
Read the Proxy
Statement and have the proxy card below at hand.
|
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2)
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Got to the website
www.proxyvote.com
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3)
|
Follow the
instructions provided on the website.
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To
vote by Telephone
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1)
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Read the Proxy
Statement and have the proxy card below at hand.
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2)
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Call
1-800-690-6903
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3)
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Follow the
instructions.
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To
vote by Mail
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1)
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Read the Proxy
Statement
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2)
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Check the
appropriate boxes on the proxy card below.
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3)
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Sign and date
the proxy card.
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4)
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Return the
proxy card in the envelope provided.
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TO VOTE, MARK
BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS
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CLAYM1
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KEEP THIS
PORTION FOR YOUR RECORDS
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DETACH AND
RETURN THIS PORTION ONLY
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THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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FIDUCIARY/CLAYMORE DYNAMIC
EQUITY
FUND
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For
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Against
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Abstain
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1.
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To approve the
liquidation and dissolution of the Fund pursuant to a Plan of Liquidation
and Dissolution.
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o
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o
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o
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2.
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To transact
such other business as may properly come before the Special Meeting or any
adjournments or postponements thereof.
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PLEASE
COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
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Please sign
here exactly as your name appears in the records
of the Fund
and date. If the shares are held jointly, each
holder should
sign. When signing as an attorney, executor,
administrator,
trustee, guardian, officer of a corporation or
other entity
or in any other representative capacity, please
give the full
title under signature(s).
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Signature
[PLEASE SIGN WITHIN BOX]
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Date
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Signature
(Joint Owners)
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Date
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Important
Notice Regarding the Availability of Proxy Materials for the Special
Meeting:
The Proxy
Statement is available at www.proxyvote.com.
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Solicited
on behalf of the Board of Trustees
FIDUCIARY/CLAYMORE
DYNAMIC EQUITY FUND
Special
Meeting of Shareholders
April
20, 2009
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The
special meeting of shareholders 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 20, 2009 at 11:00
A.M. Central Time (the “Special Meeting”). The undersigned hereby appoints
each of Mark E. Mathiasen and Kevin M. Robinson, 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 Special Meeting
and all adjournments thereof, with all powers the undersigned would
possess if personally present, upon the matters specified on the reverse
side.
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SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL.
THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING.
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PLEASE
SIGN AND DATE ON THE REVERSE SIDE.
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