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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
Fiduciary/Claymore Dynamic Equity Fund
(Names of Registrant As Specified in its Declaration of Trust)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Logo FAMCO
Claymore FIDUCIARY ASSET MANAGEMENT
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:
1. To approve the liquidation and dissolution of the Fund pursuant to a
Plan of Liquidation and Dissolution.
2. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
THE BOARD OF TRUSTEES (THE "BOARD") OF THE FUND, INCLUDING THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" 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 9, 2009
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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.
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 9, 2009.
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.
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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o Why is the Meeting being held?
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").
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.
o What are the consequences to shareholders if the liquidation is approved?
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 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.
o What are the U.S. federal income tax consequences to Effective Date
Shareholders?
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."
o Will your vote make a difference?
Yes! Your vote is important, no matter how many Shares you own.
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o Who is asking for your vote?
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 9, 2009.
o How does the Board recommend that Record Date Shareholders vote on the
Proposal? The Board recommends that you vote "FOR" the Proposal.
o Who is eligible to vote?
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.
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.
o How can I vote?
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.
o Whom do I contact for more information?
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, making reasonable
provision for the payment of, or maintaining reserves against 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.
4
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 3.34% to net asset value.
REASONS FOR THE LIQUIDATION AND DISSOLUTION
During September and 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 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, strategic
alternatives available to 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
5
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 during September and 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
$22,218,477. The decline in net assets results in the Fund's fixed expenses
being spread over a smaller asset base, leading to 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, given the Fund's small asset size, Fund Management discussed that,
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 the Fund more opportunities to
seek to rebuild the Fund's net assets through investment gains, Fund Management
advised that altering the Fund's investment objective and fundamental investment
parameters would change the Fund's investment style and philosophy from those
that 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
6
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 consistent with 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
strategic alternative.
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 one or more liquidating distributions
7
from the Fund, the aggregate amount of which would approximately equal the
Fund's then-current net asset value per Share at the time of such distributions,
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 distributions (which would be subject to market changes in the
Fund's net asset value prior to the disposition of the Fund's portfolio
securities) in light of the historic levels of the Shares' market price discount
to net asset value and the level of such discount at the time of the Board's
consideration of alternatives for the Fund.
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 potentially
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 have decreased the size of the Fund and increased the expense ratio
for the remaining shareholders and that they may not ultimately have been
successful in reducing the discount over the long-term. Therefore, the Board had
previously determined that these strategies should not be implemented.
The Board noted that a liquidation would allow shareholders to receive
liquidating distributions the amounts of which would approximately equal the
Fund's then-current net asset value per Share at the time of such distributions,
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.
8
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. Fund Management anticipates that the
aggregate proceeds of the disposition of the Fund's portfolio securities, net of
the Fund's liabilities, will approximate the Fund's then-current net asset value
at the time of the disposition of such securities, less the costs of the
liquidation borne by the Fund and transaction costs incurred in selling the
Fund's portfolio securities. The Fund's net asset value and the aggregate of
such proceeds will be subject to market changes prior to the disposition of the
Fund's portfolio securities. The Fund will apply the proceeds first to the
payment, satisfaction and discharge of all outstanding debts and obligations of
the Fund, including premiums for continuing liability insurance. The Fund will
determine the amounts of any disputed claims, contingent liabilities and
unascertained liabilities of the Fund and may, as described below, withhold from
the proceeds amounts to address such liabilities. The Fund will distribute, in
one or more liquidating distributions, the remaining net proceeds among the
Effective Date Shareholders of the Fund.
9
The Fund may, if deemed appropriate by Fund Management, withhold from
distributable amounts sufficient assets, including through the use of one or
more trusts, escrows, reserve funds, plans or other arrangements, as may be
determined by the Board and officers of the Fund (collectively "Reserve Funds"),
to address any disputed claims or contingent liabilities which may then exist
against the Fund, as may be determined by the Board and officers of the Fund, or
unascertained liabilities as may be estimated by the Board and officers of the
Fund. Any amount withheld in Reserve Funds will be deducted pro rata from the
net assets distributable to Effective Date Shareholders and held until such
liabilities are settled or otherwise determined. In the event that liabilites
are not adequately provided for, or claims or liabilities are brought or
asserted after dissolution by creditors or claimants previously unknown to the
Fund, 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 (i) any estimated amount necessary
to discharge any outstanding liabilities and obligations of the Fund on the
Fund's books as of the date of such distribution and (ii) any amounts held in
Reserve Funds or otherwise withheld to deal with any disputed claims, contingent
liabilities or unascertained liabilities of the Fund. If additional subsequent
liquidating distributions are made, such distributions are expected to consist
of cash from any assets remaining after accrual of expenses or payment or other
cancellation of liabilities, the proceeds of any sale of assets of the Fund not
liquidated previously and any other miscellaneous income of the Fund. The Board
will set 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
10
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.
Assets held in Reserve Funds in excess of the amounts required to discharge
the Fund's contingent or unascertained liabilities following the settlement or
determination of such liabilities will be distributed to Effective Date
Shareholders pursuant to the terms of such Reserve Funds. Any distribution to
Effective Date Shareholders of assets held in Reserve Funds may occur after the
conclusion of the liquidation period and the payment of the final liquidating
distribution.
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, legal and audit fees, and premiums for continuing liability
insurance. Liquidation expenses are currently estimated to be approximately
$750,000, 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 (i) affect the interests of shareholders or (ii)
delay
11
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 the Fund 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
12
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.
13
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
14
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 5,705,240 Shares outstanding.
15
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
-------------------------------- -------------- ----------------
Advisors Asset Management, Inc.* 366,879 6.43%
18925 Base Camp Rd.
Monument, CO 80132
|
* Based on information obtained from a Form 13F filed with the U.S.
Securities and Exchange Commission on February 11, 2009.
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.
16
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 9, 2009
|
17
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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
A-1
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
A-2
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, any disputed claims
or contingent liabilities which may then exist against the Fund, as may be
determined by the Board and the officers of the Fund, and any unascertained
liabilities as may be estimated by the Board and officers of the Fund (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. Any amount
withheld in Reserve Funds will be deducted pro rata from the net assets
distributable to Effective Date Shareholders and held until such liabilities are
settled or otherwise determined
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
A-3
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.
A-4
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. AUTHORIZED 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.
A-5
FORM OF PROXY CARD
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand.
2) Got to the website www.proxyvote.com
3) Follow the instructions provided on the website.
To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
To vote by Mail
1) Read the Proxy Statement
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
CLAYM1 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
FIDUCIARY/CLAYMORE DYNAMIC EQUITY FUND
For Against Abstain
1. To approve the liquidation and dissolution of the Fund [ ] [ ] [ ]
pursuant to a Plan of Liquidation and Dissolution.
2. To transact such other business as may properly come
before the Special Meeting or any adjournments or
postponements thereof.
|
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.
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).
------------------------------------------- ------------------------------
------------------------------------------- ------------------------------
|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting:
The Proxy Statement is available at www.proxyvote.com.
Solicited on behalf of the Board of Trustees
FIDUCIARY/CLAYMORE DYNAMIC EQUITY FUND
Special Meeting of Shareholders
April 20, 2009
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.
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.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
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