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
MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND
(Name 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.
MADISON CLAYMORE(SM)
INVESTMENT ADVISORS
MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND
2455 CORPORATE WEST DRIVE
LISLE, ILLINOIS 60532
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 21, 2009
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Notice is hereby given to the holders of common shares of beneficial
interest, par value $0.01 per share ("Shares") of Madison/Claymore Covered Call
& Equity Strategy Fund (the "Fund") that the annual meeting of Shareholders of
the Fund (the "Annual Meeting") will be held at the offices of the Fund, 2455
Corporate West Drive, Lisle, Illinois 60532, on Tuesday, July 21, 2009, at 1:00
p.m. Central time. The Annual Meeting is being held for the following purposes:
1. To elect two Trustees as Class II Trustees to serve until the Fund's
2012 annual meeting of Shareholders or until their respective
successors shall have been elected and qualified;
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
THE BOARD OF TRUSTEES (THE "BOARD") OF THE FUND, INCLUDING THE INDEPENDENT
TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
The Board has fixed the close of business on May 29, 2009, as the
record date for the determination of Shareholders entitled to notice of, and to
vote at, the Annual Meeting. We urge you to mark, sign, date, and mail the
enclosed proxy in the postage-paid envelope provided or record your voting
instructions via telephone or the Internet so you will be represented at the
Annual Meeting.
By order of the Board of Trustees
/s/ J. Thomas Futrell
J. Thomas Futrell
Chief Executive Officer
Lisle, Illinois
June 22, 2009
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING IN PERSON
OR BY PROXY. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE
BY TELEPHONE, INTERNET OR MAIL. IF VOTING BY MAIL, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. IF YOU ATTEND
THE ANNUAL MEETING AND WISH TO VOTE IN PERSON, YOU WILL BE ABLE TO DO SO AND
YOUR VOTE AT THE ANNUAL MEETING WILL REVOKE ANY PROXY YOU MAY HAVE SUBMITTED.
MERELY ATTENDING THE ANNUAL MEETING, HOWEVER, WILL NOT REVOKE ANY PREVIOUSLY
SUBMITTED PROXY. YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY OR HOW FEW
SHARES YOU OWN, PLEASE SEND IN YOUR PROXY CARD (OR VOTE BY TELEPHONE OR THROUGH
THE INTERNET PURSUANT TO THE INSTRUCTIONS CONTAINED ON THE PROXY CARD) TODAY.
MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND
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PROXY STATEMENT
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FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 21, 2009
This document gives you information you need to vote on the matters
listed on the accompanying Notice of Annual Meeting of Shareholders ("Notice of
Annual Meeting"). Much of the information in this proxy statement ("Proxy
Statement") is required under rules of the Securities and Exchange Commission
("SEC"); some of it is technical. If there is anything you don't understand,
please contact us at our toll-free number, (800) 851-0264.
This Proxy Statement is furnished to the holders of common shares of
beneficial interest, par value $0.01 per share ("Shares"), of Madison/Claymore
Covered Call & Equity Strategy Fund (the "Fund") in connection with the
solicitation by the Board of Trustees of the Fund (the "Board") of proxies to be
voted at the annual meeting of Shareholders of the Fund to be held on Tuesday,
July 21, 2009, and any adjournment or postponement thereof (the "Annual
Meeting"). The Annual Meeting will be held at the offices of the Fund, 2455
Corporate West Drive, Lisle, Illinois 60532 on July 21, 2009, at 1:00 p.m.
Central time. This Proxy Statement and the enclosed proxy card are first being
sent to the Fund's Shareholders on or about June 22, 2009.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON JULY 21, 2009: This proxy statement is available on the
Internet at www.proxyvote.com. On this site, you will be able to access the
proxy statement for the Annual Meeting and any amendments or supplements to the
foregoing material required to be furnished to Shareholders.
o WHY IS A SHAREHOLDER MEETING BEING HELD?
The Fund's Shares are listed on the New York Stock Exchange (the
"NYSE") under the ticker symbol "MCN," which requires the Fund to hold
a meeting of Shareholders to elect Trustees each fiscal year.
o WHAT PROPOSAL WILL BE VOTED ON AT THE ANNUAL MEETING?
Shareholders of the Fund are being asked to vote on the following
proposal at the Annual Meeting:
1. To elect two Trustees as Class II Trustees to serve until the
Fund's 2012 annual meeting of Shareholders or until their
respective successors shall have been elected and qualified.
1
o WILL YOUR VOTE MAKE A DIFFERENCE?
YES! Your vote is important and could make a difference in the
governance of the Fund, no matter how many Shares you own.
o WHO IS ASKING FOR YOUR VOTE?
The enclosed proxy is solicited by the Board for use at the Annual
Meeting to be held on Tuesday, July 21, 2009, and, if the Annual
Meeting is adjourned or postponed, at any later meetings, for the
purposes stated in the Notice of Annual Meeting. The Notice of Annual
Meeting, the proxy and this Proxy Statement are being mailed on or
about June 22, 2009.
o HOW DOES THE BOARD RECOMMEND THAT SHAREHOLDERS VOTE ON THE PROPOSAL?
The Board recommends that you vote "FOR" the proposal.
o WHO IS ELIGIBLE TO VOTE?
Shareholders of record of the Fund at the close of business on May 29,
2009, are entitled to be present and to vote at the Annual 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
brought before the Annual Meeting, your Shares will be voted at the
proxies' discretion unless you specify otherwise in your proxy.
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 Annual Meeting and voting in person. Merely attending the
Annual Meeting, however, will not revoke any previously submitted
proxy.
o HOW MANY SHARES OF THE FUND WERE OUTSTANDING AS OF THE RECORD DATE?
At the close of business on May 29, 2009, the Fund had 19,268,423
Shares outstanding.
THE PROPOSAL: ELECTION OF TRUSTEES
The Fund's Shares are listed on the NYSE, which requires the Fund to
hold a meeting of Shareholders to elect Trustees each fiscal year. Therefore,
Shareholders of the Fund are being asked to elect two Trustees (Ronald A. Nyberg
and James R. Imhoff, Jr. are the nominees) as Class II Trustees to serve until
the Fund's 2012 annual meeting of Shareholders or until their respective
successors shall have been elected and qualified.
2
COMPOSITION OF THE BOARD OF TRUSTEES
The Trustees of the Fund are classified into three classes of Trustees:
Class I Trustees, Class II Trustees and Class III Trustees. Assuming each of the
nominees is elected at the Annual Meeting, the Board will be constituted as
follows:
CLASS I TRUSTEES
-Mr. Randall C. Barnes and Mr. Frank E. Burgess are the Class I
Trustees. It is currently anticipated that Class I Trustees will next
stand for election at the Funds 2011 annual meeting of Shareholders.
CLASS II TRUSTEES
-Mr. Philip E. Blake, Mr. Nicholas Dalmaso, Mr. James R. Imhoff, Jr.
and Mr. Ronald A. Nyberg are the Class II Trustees. The terms of Mr.
Blake and Mr. Dalmaso will expire at the Annual Meeting and they are
not standing for election at the Annual Meeting. Mr. Imhoff and Mr.
Nyberg are standing for election at the Annual Meeting. It is currently
anticipated that Class II Trustees will next stand for election at the
Fund's 2012 annual meeting of Shareholders.
CLASS III TRUSTEES
-Mr. Ronald E. Toupin, Jr. and Mr. Lorence D. Wheeler are the Class III
Trustees. It is currently anticipated that Class III Trustees will next
stand for election at the Fund's 2010 annual meeting of Shareholders.
Generally, the Trustees of only one class are elected at each annual
meeting of Shareholders, so that the regular term of only one class of Trustees
will expire annually and any particular Trustee stands for election only once in
each three year period. Pursuant to authority granted to it under the Fund's
Agreement and Declaration of Trust, the Board has decided to reduce its size
from eight to six Trustees upon the expiration of the current terms of Mr. Blake
and Mr. Dalmaso at the Annual Meeting. Mr. Blake and Mr. Dalmaso are not
standing for election at the Annual Meeting. In connection with the reduction in
the size of the Board, Mr. Nyberg has been reclassified as a Class II Trustee of
the Fund and, along with Mr. Imhoff, will stand for election at the Annual
Meeting. The reclassification of Mr. Nyberg as a Class II Trustee ensures that
each class of Trustees has two Trustees.
Each Class II Trustee nominee will hold office for three years or until
his successor shall have been elected and qualified. The other Trustees of the
Fund will continue to serve under their current terms as described above. Unless
authority is withheld, it is the intention of the persons named in the proxy to
vote the proxy "FOR" the election of each Class II Trustee nominee named above.
Each Class II Trustee nominee has indicated that he has consented to serve as a
Trustee if elected at the Annual Meeting. If a designated nominee declines or
otherwise becomes unavailable for election, however, the proxy confers
discretionary power on the persons named therein to vote in favor of a
substitute nominee or nominees.
3
TRUSTEES
Certain information concerning the Trustees and officers of the Fund is
set forth in the tables below. The "interested" Trustees (as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")) are
indicated below. Independent Trustees are those who are not interested persons
of the Fund, the Fund's investment adviser, Claymore Advisors, LLC ("Claymore"
or the "Adviser"), or the Fund's investment manager, Madison Asset Management,
LLC ("Madison" or the "Investment Managerand comply with the definition of
"independent" (as defined in Rule 10A-3 of the Securities Exchange Act of 1934)
(the "Independent Trustees").
The Fund is part of a fund complex (referred to herein as the "Fund
Complex") comprised of fourteen closed-end funds, including the Fund, and
thirty-four exchange-traded funds.
4
TERM OF
OFFICE(2) NUMBER OF
AND PORTFOLIOS IN OTHER
NAME, ADDRESS(1) POSITION(S) LENGTH FUND COMPLEX DIRECTORSHIPS
AND YEAR HELD WITH OF TIME PRINCIPAL OCCUPATION OVERSEEN BY HELD BY
OF BIRTH FUND SERVED DURING THE PAST FIVE YEARS TRUSTEE TRUSTEE
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INDEPENDENT TRUSTEES:
Randall C. Barnes Trustee Trustee Private Investor. Formerly, Senior Vice 43 None.
Year of birth: 1951 since 2004 President & Treasurer (1993-1997),
President, Pizza Hut International
(1991-1993) and Senior Vice President,
Strategic Planning and New Business
Development (1987-1990) of PepsiCo, Inc.
Philip E. Blake(4) Trustee Trustee Private Investor. 1 Director, Madison
P.O. Box 2076 since 2004 Newspapers, Inc.,
10 E. Doty Street Nerites, Inc.
Madison, WI 53701 Trustee, Madison
Year of birth: 1944 Strategic Sector
Premium Fund and
funds in the Mosaic
fund complex.
James R. Trustee Trustee Chairman and CEO of First Weber Group. 1 Director, Park Bank.
Imhoff, Jr.(3) since 2004 Trustee, Madison
5250 East Strategic Sector
Terrace Drive Premium Fund and funds
Madison, WI 53718 Strategic Sector
Year of Birth: 1944 Premium Fund and
funds in the Mosaic
fund complex.
Ronald A. Trustee Trustee Partner of Nyberg & Cassioppi, LLC, a law 46 None.
Nyberg(3) since 2004 firm specializing in Corporate Law,
Year of birth: 1953 Estate Planning and Business Transactions
(2000-present). Formerly, Executive Vice
President, General Counsel and Corporate
Secretary of Van Kampen Investments
(1982-1999).
Ronald E. Trustee Trustee Retired. Formerly, Vice President, Manager 43 None.
Toupin, Jr. since 2004 and Portfolio Manager of Nuveen Asset
Year of birth: 1958 Management (1998-1999), Vice President of
Nuveen Investment Advisor Corporation
(1992-1999), Vice President and Manager of
Nuveen Unit Investment Trusts (1991-1999)
and Assistant Vice President and Portfolio
Manager of Nuveen Unit Investment Trusts
(1988-1999), each of John Nuveen & Company,
Inc. (1982-1999).
Lorence D. Trustee Trustee Formerly, President of Credit Union 1 Director, Grand
Wheeler since 2004 Benefits Services Inc.; Pension Specialist Mountain Bank
135 County Rd 8300 for CUNA Mutual Group. FSB and Grand
Tabernash, CO 80478 Mountain Bancshares Inc.
Year of Birth: 1938 Trustee, Madison
Strategic Sector
Premium Fund and
funds in the Mosaic
fund complex.
5
TERM OF
OFFICE(2) NUMBER OF
AND PORTFOLIOS IN OTHER
NAME, ADDRESS(1) POSITION(S) LENGTH FUND COMPLEX DIRECTORSHIPS
AND YEAR HELD WITH OF TIME PRINCIPAL OCCUPATION OVERSEEN BY HELD BY
OF BIRTH FUND SERVED DURING THE PAST FIVE YEARS TRUSTEE TRUSTEE
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INTERESTED TRUSTEES:
Frank E. Trustee, Trustee Founder, President and CEO of Madison 1 Director, Capital
Burgess+ Senior since 2004 Investment Advisors, Inc. (1974-present) Bankshares, Inc.,
550 Science Vice and of Madison Asset Management, LLC. Outrider Foundation,
Drive President Inc., American Riviera
Madison, WI 53711 Bank and Capital
Year of Birth: 1942 Bankshares of
WI. Trustee, Madison
Strategic Sector
Premium Fund and funds
in the Mosaic fund
complex.
Nicholas Trustee Trustee Attorney. Formerly, Senior Managing 45 None.
Dalmaso+(4) since 2004 Director and Chief Administrative Officer
Year of birth: 1965 (2007-2008) and General Counsel (2001-2007)
of Claymore Advisors, LLC and Claymore
Securities, Inc. Formerly, Assistant
General Counsel, John Nuveen and Company
Inc. (1999-2001). Formerly, Vice President
and Associate General Counsel of Van Kampen
Investments, Inc. (1992-1999).
-------------------
+ "Interested person" of the Fund as defined in the 1940 Act. Mr. Burgess
is an interested person of the Fund because he is an officer of the
Investment Manager and certain of its affiliates. Mr. Dalmaso is an
interested person of the Fund as a result of his former position as an
officer of the Investment Adviser and certain of its affiliates and his
equity ownership of the Investment Adviser and certain of its
affiliates.
(1) The business address of each Trustee of the Fund is 2455 Corporate West
Drive, Lisle, Illinois 60532, unless otherwise noted.
(2) Each Trustee is generally expected to serve a three year term
concurrent with the class of Trustees for which he serves.
(3) Nominee for election as a Trustee at the Annual Meeting.
(4) Mr. Blake and Mr. Dalmaso are not standing for re-election at the
Annual Meeting and their terms expire at the Annual Meeting.
6
EXECUTIVE OFFICERS
The following information relates to the executive officers of the Fund
who are not Trustees. The officers of the Fund are appointed by the Board and
serve until their respective successors are chosen and qualified. The Fund's
officers receive no compensation from the Fund but may also be officers or
employees of the Adviser, the Investment Manager or affiliates of the Adviser or
the Investment Manager and may receive compensation in such capacities.
TERM OF
OFFICE(2) AND
NAME, ADDRESS(1) LENGTH
AND YEAR OF TIME PRINCIPAL OCCUPATION DURING
OF BIRTH TITLE SERVED THE PAST FIVE YEARS
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J. Thomas Futrell Chief Since 2008 Senior Managing Director, Chief Investment
Year of birth: 1955 Executive Officer (2008-present) of Claymore Advisors,
Officer LLC and Claymore Securities, Inc.;
Chief Executive Officer of certain funds
the Fund Complex. Formerly, Managing
Director in charge of Research (2000-2007)
for Nuveen Asset Management.
Kevin M. Robinson Chief Since 2008 Senior Managing Director, General Counsel
Year of birth: 1959 Legal and Corporate Secretary (2007-present) of
Officer Claymore Advisors, LLC and Claymore
Securities, Inc.; Chief Legal Officer of certain
funds in the Fund Complex. Formerly,
Associate General Counsel (2000-2007) of
NYSE Euronext, Inc. Formerly, Archipelago
Holdings, Inc. Senior Managing Director and
Associate General Counsel (1997-2000) of
ABN Amro Inc. Formerly, Senior Counsel in
the Enforcement Division (1989-1997) of the
U.S. Securities and Exchange Commission.
Steven M. Hill Chief Since 2004 Senior Managing Director of Claymore
Year of birth: 1964 Financial Advisors, LLC and Claymore Securities, Inc.
Officer, (2005- present). Formerly, Chief Financial
Chief Officer (2005-2006) Claymore Group Inc.
Accounting Managing Director of Claymore Advisors, LLC
Officer and and Claymore Securities, Inc. (2003-2005).
Treasurer Previously, Treasurer of Henderson Global
Funds and Operations Manager for
Henderson Global Investors (NA)
Inc., (2002-2003); Managing
Director, FrontPoint Partners LLC
(2001- 2002); Vice President, Nuveen
Investments (1999-2001); Chief
Financial Officer, Skyline Asset
Management LP, (1999); Vice
President, Van Kampen Investments
and Assistant Treasurer, Van Kampen
mutual funds (1989-1999).
Bruce Saxon Chief Since 2006 Vice President - Fund Compliance Officer of
Year of birth: 1957 Compliance Claymore Securities, Inc. (Feb. 2006-present).
Officer Chief Compliance Officer of certain funds in
the Fund Complex. Chief Compliance
Officer/Assistant Secretary of Harris
Investment Management, Inc. (2003-2006).
Director-Compliance of Harrisdirect LLC
(1999-2003).
7
TERM OF
OFFICE(2) AND
NAME, ADDRESS(1) LENGTH
AND YEAR OF TIME PRINCIPAL OCCUPATION DURING
OF BIRTH TITLE SERVED THE PAST FIVE YEARS
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Mark E. Mathiasen Secretary Since 2008 Vice President; Assistant General Counsel of
Year of birth: 1978 Claymore Group Inc. (2007-present). Secretary
of certain funds in the Fund Complex.
Previously, Law Clerk, Idaho State Courts
(2003-2006).
Jay Sekelsky Vice Since 2004 Managing Director of Madison Investment
Year of birth: 1959 President Advisors, Inc. and Vice President of Madison
Asset Management, LLC. Vice President of
Madison Strategic Sector Premium Fund and
funds in the Mosaic fund complex.
Katherine L. Frank Vice Since 2004 Managing Director of Madison Investment
Year of birth: 1960 President Advisors, Inc. Vice President of Madison Asset
Management. Trustee and President of
Madison Strategic Sector Premium
Fund and funds in the Mosaic fund
complex.
Greg Hoppe Vice Since 2008 Vice President of Madison Mosaic, LLC; Vice
Year of birth: 1969 President President of Madison Asset Management, LLC.
Ray DiBernardo Vice Since 2009 Vice President of Madison Investment
Year of birth: 1962 President Advisors, Inc.
James Howley Assistant Since 2007 Vice President, Fund Administration of
Year of birth: 1972 Treasurer Claymore Securities, Inc. (2004-present).
Assistant Treasurer of certain funds in the
Fund Complex. Previously, Manager, Mutual
Fund Administration of Van Kampen Investments, Inc.
Donald P. Swade Assistant Since 2008 Vice President, Fund Administration (2006-
Year of birth: 1972 Treasurer present) of Claymore Advisors, LLC and
Claymore Securities, Inc.; Assistant Treasurer
of certain funds in the Fund Complex.
Formerly, Manager-Mutual Fund Financial
Administration (2003-2006) for Morgan
Stanley/Van Kampen Investments.
Mark J. Furjanic Assistant Since 2008 Vice President, Fund Administration-Tax
Year of birth: 1959 Treasurer (2005-present) of Claymore Advisors, LLC and
Claymore Securities, Inc.; Assistant Treasurer
of certain funds in the Fund Complex.
Senior Manager (1999-2005) for
Ernst & Young LLP
Melissa J. Nguyen Assistant Since 2006 Vice President, Assistant General Counsel of
Year of birth: 1978 Secretary Claymore Group Inc. (2005-present). Secretary
of certain funds in the Fund Complex.
Formerly, Associate, Vedder Price, P.C.
(2003-2005).
------------------
(1) The business address of each officer of the Fund is 2455 Corporate West
Drive, Lisle, Illinois 60532, unless otherwise noted.
(2) Officers serve at the pleasure of the Board and until his or her
successor is appointed and qualified or until his or her earlier
resignation or removal.
8
BOARD COMMITTEES
The Trustees have determined that the efficient conduct of the
Trustees' affairs makes it desirable to delegate responsibility for certain
specific matters to committees of the Board. The committees meet as often as
necessary, either in conjunction with regular meetings of the Trustees or
otherwise. Two of the committees of the Board are the Audit Committee and the
Nominating and Governance Committee.
Audit Committee The Board has an Audit Committee, which is charged with
selecting an independent registered public accounting firm for the Fund and
reviewing accounting matters with the Fund's independent registered public
accounting firm. Each member of the Audit Committee is an Independent Trustee as
defined above and also meets the additional independence requirements for audit
committee members as defined by the NYSE.
The Audit Committee presents the following report:
The Audit Committee has performed the following functions: (i) the
Audit Committee reviewed and discussed the audited financial statements
of the Fund with management of the Fund, (ii) the Audit Committee
discussed with the Fund's independent registered public accounting firm
the matters required to be discussed by the Statement on Auditing
Standards No. 61, (iii) the Audit Committee received the written
disclosures and the letter from the Fund's independent registered
public accounting firm required by Independence Standards Board
Standard No. 1 and has discussed with the Fund's independent registered
public accounting firm the independence of the Fund's independent
registered public accounting firm and (iv) the Audit Committee
recommended to the Board of Trustees of the Fund that the financial
statements be included in the Fund's Annual Report for the past fiscal
period.
The members of the Audit Committee are Randall C. Barnes, Philip E.
Blake, James R. Imhoff, Jr., Ronald A. Nyberg, Ronald E. Toupin, Jr. and Lorence
D. Wheeler. Mr. Blake will no longer be a member of the Audit Committee when his
term as trustee expires at the Annual Meeting.
The Audit Committee is governed by a written charter, the most recent
version of which was approved by the Board on October 13, 2006 (the "Audit
Committee Charter"). In accordance with proxy rules promulgated by the SEC, a
fund's audit committee charter is required to be filed at least once every three
years as an exhibit to a fund's proxy statement. The Audit Committee Charter was
filed as Appendix A to the Fund's proxy statement filed with the Securities and
Exchange Commission on July 12, 2007.
Nominating and Governance Committee The Board has a Nominating and
Governance Committee, which is composed of Randall C. Barnes, Philip E. Blake,
James R. Imhoff, Jr., Ronald A. Nyberg, Ronald E. Toupin, Jr. and Lorence D.
Wheeler, each of whom is an Independent Trustee as defined above and is
9
"independent" as defined by NYSE listing standards. Mr. Blake will no longer be
a member of the Nominating and Governance Committee when his term as trustee
expires at the Annual Meeting.
The Nominating and Governance Committee is governed by a written
charter (the "Nominating and Governance Committee Charter"), the most recent
version of which was approved by the Board on January 20, 2009. In accordance
with proxy rules promulgated by the SEC, a fund's nominating committee charter
is required to be filed at least once every three years as an exhibit to a
fund's proxy statement. The Nominating and Governance Committee Charter is
attached hereto as Appendix A.
The Nominating and Governance Committee (i) evaluates and recommends
all candidates for election or appointment as members of the Board and
recommends the appointment of members and chairs of each committee of the Board,
(ii) reviews policy matters affecting the operation of the Board and committees
of the Board, (iii) periodically evaluates the effectiveness of the Board and
committees of the Board and (iv) oversees the contract review process, including
annual review of the Fund's advisory agreements and other contracts with
affiliated service providers. In considering Trustee nominee candidates, the
Nominating and Governance Committee requires that Trustee candidates have a
college degree or equivalent business experience and may take into account a
wide variety of factors in considering Trustee candidates, including (but not
limited to): availability and commitment of a candidate to attend meetings and
perform the responsibilities of a Trustee, relevant experience, educational
background, financial expertise, the candidate's ability, judgment and expertise
and overall diversity of the Board's composition. The Nominating and Governance
Committee may consider candidates recommended by various sources, including (but
not limited to): the Fund's Trustees, officers, investment advisers and
Shareholders. The Nominating and Governance Committee will not nominate a person
for election to the Board as a Trustee after such person has reached the age of
seventy-three (73), unless such person is an "interested person" of the Fund as
defined in the 1940 Act. The Nominating and Governance Committee may, but is not
required to, retain a third party search firm to identify potential candidates.
A Trustee candidate must (i) be prepared to submit written answers to a
questionnaire seeking professional and personal information that will assist the
Nominating and Governance Committee to evaluate the candidate and to determine,
among other matters, whether the candidate would qualify as a Trustee who is not
an "interested person" of the registrant as such term is defined under the 1940
Act; (ii) be prepared to submit character references and agree to appropriate
background checks; and (iii) be prepared to meet with one or more members of the
Nominating and Governance Committee at a time and location convenient to those
Nominating and Governance Committee members in order to discuss the nominee's
qualifications.
10
The Nominating and Governance Committee will consider Trustee
candidates recommended by the Fund's Shareholders. The Nominating and Governance
Committee will consider and evaluate Trustee nominee candidates properly
submitted by Shareholders on the same basis as it considers and evaluates
candidates recommended by other sources. To have a candidate considered by the
Nominating and Governance Committee, a Shareholder must submit the
recommendation in writing and must include the information required by the for
Shareholders to Submit Nominee Candidates," which are set forth as Appendix B to
the Fund's Nominating and Governance Committee Charter, which is attached hereto
as Appendix A. Shareholder recommendations must be sent to the Fund's Secretary,
c/o Claymore Advisors, LLC, 2455 Corporate West Drive, Lisle, Illinois 60532.
The nominees for election at the Annual Meeting currently serve as
Trustees and were unanimously nominated by the Board of Trustees and the
Nominating and Governance Committee.
SHAREHOLDER COMMUNICATIONS
Shareholders and other interested parties may contact the Board or any
member of the Board by mail. To communicate with the Board or any member of the
Board, correspondence should be addressed to the Board of Trustees or the Board
members with whom you wish to communicate by either name or title. All such
correspondence should be sent c/o the Fund's Secretary, c/o Claymore Advisors,
LLC, 2455 Corporate West Drive, Lisle, Illinois 60532.
TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES
As of May 29, 2009, each Trustee beneficially owned equity securities
of the Fund and other funds in the Fund Complex overseen by the Trustee in the
dollar range amounts as specified below:
AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE OF EQUITY EQUITY SECURITIES OVERSEEN BY
NAME OF TRUSTEE SECURITIES IN THE FUND TRUSTEE IN THE FUND COMPLEX
--------------------------------------------------------------------------------
Independent Trustees:
Randall C. Barnes None Over $100,000
Philip E. Blake $10,001-$50,000 $10,001-$50,000
James R. Imhoff, Jr. $50,001-$100,000 $50,001-$100,000
Ronald A. Nyberg $1-$10,000 Over $100,000
Ronald E. Toupin, Jr. None None
Lorence D. Wheeler $10,001-$50,000 $10,001-$50,000
Interested Trustees
Frank Burgess Over $100,000 Over $100,000
Nicholas Dalmaso None None
As of May 31, 2009, each Trustee and the Trustees and officers of the
Fund as a group owned less than 1% of the outstanding Shares of the Fund.
11
BOARD AND COMMITTEE MEETINGS
During the Fund's fiscal year ended December 31, 2008, the Board held
four meetings, the Fund's Audit Committee held three meetings and the Fund's
Nominating and Governance Committee held four meetings.
Each Trustee attended at least 75% of the meetings of the Board (and
any committee thereof on which he serves) held during the Fund's fiscal year
ended December 31, 2008. It is the Fund's policy to encourage Trustees to attend
annual Shareholders' meetings.
TRUSTEE COMPENSATION
The Fund pays an annual retainer and fee per meeting attended to each
Trustee who is not affiliated with the Adviser, the Investment Manager or their
respective affiliates and pays an additional annual fee to the chairman of the
Board and of any committee of the Board. The following table provides
information regarding the compensation of the Fund's Trustees for the Fund's
fiscal year ended December 31, 2008. The Fund does not accrue or pay retirement
or pension benefits to Trustees as of the date of this proxy statement.
COMPENSATION TOTAL COMPENSATION
NAME OF TRUSTEE(1) FROM THE FUND FROM THE FUND COMPLEX
--------------------------------------------------------------------------------
Randall C. Barnes $22,250 $285,688
Philip E. Blake $21,500 $21,500
James R. Imhoff, Jr. $21,500 $21,500
Ronald A. Nyberg $23,000 $390,688
Ronald E. Toupin, Jr. $24,500 $319,563
Lorence D. Wheeler $21,500 $21,500
------------------
(1) Trustees not eligible for compensation are not included in the above
table.
SHAREHOLDER APPROVAL
The affirmative vote of a majority of the Shares present in person or
represented by proxy and entitled to vote on the Proposal at the Annual Meeting
at which a quorum (i.e., a majority of the Shares entitled to vote on the
Proposal) is present in person or by proxy is necessary to approve the Proposal.
The holders of the Fund's Shares will have equal voting rights (i.e., one vote
per Share).
BOARD RECOMMENDATION
The Board of the Fund, including the Independent Trustees, unanimously
recommends that you for "FOR ALL" of the nominees for the Board of Trustees
listed in the Proxy Statement.
12
ADDITIONAL INFORMATION
FURTHER INFORMATION ABOUT VOTING AND THE ANNUAL MEETING
Whether or not you plan to attend the Annual Meeting, we urge you to
complete, sign, date, and return the enclosed proxy card in the postage-paid
envelope provided or record your voting instructions via telephone or the
Internet so your Shares will be represented at the Annual Meeting. Information
regarding how to vote via telephone or the Internet is included on the enclosed
proxy card.
If you attend the Annual Meeting and wish to vote in person, you will
be able to do so. You may contact the Fund at (800) 851-0264 to obtain
directions to the site of the Annual Meeting.
Thirty percent (30%) of the Shares of the Fund entitled to vote on the
proposal must be present in person or by proxy to have a quorum for the Fund to
conduct business at the Meeting. Votes withheld and broker non-votes will be
counted as Shares present at the Annual Meeting for quorum purposes.
All properly executed proxies received prior to the Annual Meeting will
be voted at the Annual Meeting in accordance with the instructions marked
thereon or otherwise as provided therein. IF NO SPECIFICATION IS MADE ON A PROXY
CARD, IT WILL BE VOTED FOR THE PROPOSAL SPECIFIED ON THE PROXY CARD.
Shareholders who execute proxies may revoke them at any time before
they are voted by filing with the Secretary of the Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person. Merely attending the Annual
Meeting, however, will not revoke any previously submitted proxy.
The Board has fixed the close of business on May 29, 2009, as the
Record Date for the determination of shareholders of the Fund entitled to notice
of, and to vote at, the Annual Meeting. Shareholders of the Fund as of the close
of business on the Record Date will be entitled to one vote on each matter to be
voted on by the Fund for each Share held and a fractional vote with respect to
fractional Shares with no cumulative voting rights.
ADVISER AND INVESTMENT MANAGER
Claymore Advisors, LLC, a wholly-owned subsidiary of Claymore Group
Inc., acts as the Fund's investment adviser. As of March 31, 2009, Claymore
entities have provided supervision, management, servicing or distribution on
approximately $10.1 billion in assets through closed-end funds, unit investment
trusts, and exchange-traded funds. Claymore is located at 2455 Corporate West
Drive, Lisle, Illinois 60532.
Madison Asset Management, LLC, a subsidiary of Madison Investment
Advisors, Inc., acts as the Fund's investment manager and is responsible for the
day-to-day management of the Fund's portfolio. Madison is located at 550 Science
Drive, Madison, Wisconsin 53711. Madison and its affiliated entities act as
investment adviser for individuals, corporations, pension funds, endowments,
insurance
13
companies, mutual funds and closed-end investment companies, with assets under
management of approximately $7.5 billion as of March 31, 2009.
ADMINISTRATOR
Claymore Advisors, LLC, located at 2455 Corporate West Drive, Lisle,
Illinois 60532, serves as the Fund's administrator.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP ("E&Y") has been selected as the independent
registered public accounting firm by the Audit Committee of the Fund and
approved by a majority of the Fund's Board, including a majority of the
Independent Trustees, to audit the accounts of the Fund for and during the
Fund's fiscal year ended in 2008 and fiscal year ending in 2009. The Fund does
not know of any direct or indirect financial interest of E&Y in the Fund.
Representatives of E&Y will be available to attend the Annual Meeting,
will have the opportunity to make a statement if they desire to do so and will
be available to answer questions.
AUDIT FEES
The aggregate fees billed to the Fund by E&Y for professional services
rendered for the audit of the Fund's annual financial statements for the Fund's
fiscal year ended December 31, 2008, were approximately $46,000 and for the
Fund's fiscal year ended December 31, 2007, were approximately $48,000.
AUDIT-RELATED FEES
The aggregate fees billed by E&Y and approved by the Audit Committee of
the Fund for assurance and related services reasonably related to the
performance of the audit of the Fund's annual financial statements (such fees
relate to services rendered, and out of pocket expenses incurred, in connection
with the Fund's registration statements, comfort letters and consents) for the
Fund's fiscal year ended December 31, 2008, were $0 and for the Fund's fiscal
year ended December 31, 2007, were $0. E&Y did not perform any other assurance
and related services that were required to be approved by the Fund's Audit
Committee for such periods.
TAX FEES
The aggregate fees billed by E&Y and approved by the Audit Committee of
the Fund for professional services rendered for tax compliance, tax advice, and
tax planning (such fees relate to tax services provided by E&Y in connection
with the Fund's excise tax calculations and review of the Fund's tax returns)
for the Fund's fiscal year ended December 31, 2008, were approximately $6,000
and for the Fund's fiscal year ended December 31, 2007, were approximately
$6,200. E&Y did not perform any other tax compliance or tax planning services or
render any tax advice that were required to be approved by the Fund's Audit
Committee for such periods.
14
ALL OTHER FEES
Other than those services described above, E&Y did not perform any
other services on behalf of the Fund for the Fund's fiscal year ended December
31, 2008, or for the Fund's fiscal year ended December 31, 2007.
AGGREGATE NON-AUDIT FEES
The aggregate non-audit fees billed by E&Y for services rendered to the
Fund, the Adviser and any entity controlling, controlled by or under common
control with the Adviser that provides ongoing services to the Fund (not
including a sub-adviser whose primary role is portfolio management and is
sub-contracted with or overseen by another investment adviser) that directly
related to the operations and financial reporting of the Fund for the Fund's
fiscal year ended December 31, 2008, were approximately $6,000 and for the
Fund's fiscal year ended December 31, 2007, were approximately $6,200.
AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
As noted above, the Audit Committee is governed by the Audit Committee
Charter, which was attached as Appendix A to the Fund's proxy statement filed
with the Securities and Exchange Commission on July 12, 2007, and which includes
Pre-Approval Policies and Procedures in Section IV of such Charter.
Specifically, sections IV.C.2 and IV.C.3 of the Audit Committee Charter
contain the Pre-Approval Policies and Procedures and such sections are included
below.
IV. To fulfill its responsibilities and duties the Audit Committee
shall:
C.2. Pre-approve any engagement of the independent auditors to
provide any non-prohibited services to the Trust, including the fees
and other compensation to be paid to the independent auditors (unless
an exception is available under Rule 2-01 of Regulation S-X).
(a) The Chairman or any member of the Audit Committee may
grant the pre-approval of services to the Fund for
non-prohibited services up to $10,000. All such delegated
pre-approvals shall be presented to the Audit Committee no
later than the next Audit Committee meeting.
C.3. Pre-approve any engagement of the independent auditors,
including the fees and other compensation to be paid to the
independent auditors, to provide any nonaudit services to the Adviser
(or any "control affiliate" of the Adviser providing ongoing services
to the Trust), if the engagement relates directly to the operations
and financial reporting of the Trust (unless an exception is
available under Rule 2-01 of Regulation S-X).
(a) The Chairman or any member of the Audit Committee may
grant the pre-approval for non-audit services to the Adviser
up to $10,000. All such delegated pre-approvals shall be
presented to the Audit Committee no later than the next Audit
Committee meeting.
15
The Audit Committee of the Fund has pre-approved all audit and
non-audit services provided by E&Y to the Fund, and all non-audit services
provided by E&Y to the Adviser, or any entity controlling, controlled by, or
under common control with the Adviser that provides ongoing services to the Fund
that are related to the operations of the Fund for the fiscal years ended
December 31, 2008, and December 31, 2007.
None of the services described above for the Fund's fiscal years ended
December 31, 2008, and December 31, 2007, were approved by the Audit Committee
pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(C) of Regulation
S-X promulgated by the SEC.
PRINCIPAL SHAREHOLDERS
As of May 29, 2009, to the knowledge of the Fund, one person (shown in
the table below) beneficially owned more than 5% of the voting securities of the
Fund.
SHAREHOLDER NAME AND ADDRESS SHARE HOLDINGS PERCENTAGE OWNED
--------------------------------------------------------------------------------
First Trust Portfolios L.P. (1)
120 East Liberty Drive, Suite 400
Wheaton, IL 60187 1,836,080 9.53%
-------------
(1) Based on information obtained from a Schedule 13G filed with the U.S.
Securities and Exchange Commission on February 9, 2009. According to
the Schedule 13G filing, First Trust Portfolios L.P. is sponsor of
several unit investment trusts which hold shares of common stock of the
Fund. No unit investment trust sponsored by First Trust Portfolios L.P.
holds 5% or more of the Fund's common stock.
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, (800) 851-0264.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h)
of the 1940 Act require the Fund's officers and Trustees, certain officers of
the Fund's investment adviser, affiliated persons of the investment adviser, and
persons who beneficially own more than ten percent of the Fund's Shares to file
certain reports of ownership ("Section 16 filings") with the SEC and the New
York Stock Exchange. Based upon the Fund's review of the copies of such forms
effecting the Section 16 filings received by it, the Fund believes that for
Fund's fiscal year ended December 31, 2008, all filings applicable to such
persons were completed and filed in a timely manner.
PRIVACY PRINCIPLES OF THE FUNDS
The Fund is committed to maintaining the privacy of Shareholders and to
safeguarding their non-public personal information. The following information is
provided to help you understand what personal information the Fund collects, how
16
the Fund protects that information and why, in certain cases, the Fund may share
information with select other parties.
Generally, the Fund does not receive any non-public personal
information relating to its Shareholders, although certain non-public personal
information of its Shareholders may become available to the Fund. The Fund does
not disclose any non-public personal information about its Shareholders or
former shareholders to anyone, except as permitted by law or as is necessary in
order to service Shareholder accounts (for example, to a transfer agent or third
party administrator).
The Fund restricts access to non-public personal information about the
Shareholders to employees of the Adviser with a legitimate business need for the
information. The Fund maintains physical, electronic and procedural safeguards
designed to protect the non-public personal information of its Shareholders.
DEADLINE FOR SHAREHOLDER PROPOSALS
The Fund's 2010 annual meeting of Shareholders is currently expected to
be held on or about July 20, 2010. Shareholder proposals intended for inclusion
in the Fund's proxy statement in connection with the Fund's 2010 annual meeting
of Shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934
(the "Exchange Act") must be received by the Fund at the Fund's principal
executive offices by February 22, 2010. In order for proposals made outside of
Rule 14a-8 under the Exchange Act to be considered "timely" within the meaning
of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the
Fund at the Fund's principal executive offices not later than May 7, 2010.
EXPENSES OF PROXY SOLICITATION
The cost of soliciting proxies will be borne by the Fund. Certain
officers of the Fund and certain officers and employees of Claymore or its
affiliates (none of whom will receive additional compensation therefore), may
solicit proxies by telephone, mail, e-mail and personal interviews. Brokerage
houses, banks and other fiduciaries may be requested to forward proxy
solicitation material to their principals to obtain authorization for the
execution of proxies, and will be reimbursed by the Fund for such out-of-pocket
expenses.
17
OTHER MATTERS
The management of the Fund knows of no other matters which are to be
brought before the Annual Meeting. However, if any other matters not now known
properly come before the Annual Meeting, it is the intention of the persons
named in the enclosed form of proxy to vote such proxy in accordance with their
judgment on such matters.
Very truly yours,
/s/ J. THOMAS FUTRELL
J. THOMAS FUTRELL
Chief Executive Officer
June 22, 2009
18
APPENDIX A
CLAYMORE FUNDS
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
PURPOSES AND ORGANIZATION
The purpose of Nominating and Governance Committee (the "Committee") of
the Board of Trustees (the "Board") of each of the registered investment
companies listed in Appendix A hereto (the "Trust(s)") is to review matters
pertaining to the composition, committees, and operations of the Board. Members
of the Committee may not be "interested persons" of the Trust, as such term is
defined in the Investment Company Act of 1940, as amended ("Interested
Persons").1 The Committee shall have the following duties and powers:
(1) To evaluate and recommend all candidates for election or
appointment as members of the Board and recommend the
appointment of members and chairs of each Board Committee.
(2) To review policy matters affecting the operation of the Board
and Board committees and make such recommendations to the
Board as deemed appropriate by the Committee.
(3) To evaluate periodically the effectiveness of the Board and
Board Committees and make such recommendations to the Board as
deemed appropriate by the Committee.
(4) To oversee the contract review process, including the review
of the Trust's investment advisory agreements and contracts
with other affiliated service providers.
The Committee shall receive appropriate funding as determined by the
Committee to carry out its responsibilities and shall have the authority to
retain experts, consultants or legal counsel as the Committee deems appropriate.
The Committee shall meet annually (or more frequently, if needed) and
be empowered to hold special meetings, as circumstances require. Any action of
the Committee shall be taken by the affirmative vote of a majority of the
members. Any action of the Committee may be taken without a meeting if at least
a majority of the members of the Committee consent thereto in writing.
--------------
1 As contemplated by certain rules under the Investment Company Act of
1940, as amended, the selection and nomination of candidates for
election as members of the Board who are not Interested Persons shall
be made by the incumbent members of the Board who are not Interested
Persons.
A-1
QUALIFICATIONS FOR TRUSTEE NOMINEES
The Committee requires that Trustee candidates have a college degree or
equivalent business experience. The Committee may take into account a wide
variety of factors in considering Trustee candidates, including (but not limited
to): (i) availability and commitment of a candidate to attend meetings and
perform his or her responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background, (iv) financial expertise, (v)
an assessment of the candidate's ability, judgment and expertise and (v) overall
diversity of the Board's composition.
Following an initial evaluation by the Committee, a nominee must: (i)
be prepared to submit written answers to a questionnaire seeking professional
and personal information that will assist the Committee to evaluate the
candidate and to determine, among other matters, whether the candidate would be
an Independent Trustee under the 1940 Act or otherwise have material
relationships with key service providers to the Fund; (ii) be prepared to submit
character references and agree to appropriate background checks; and (iii) be
prepared to meet with one or more members of the Committee at a time and
location convenient to those Committee members in order to discuss the nominee's
qualifications.
IDENTIFICATION OF NOMINEES
In identifying potential nominees for the Board, the Committee may
consider candidates recommended by one or more of the following sources: (i) the
Trust's current Trustees, (ii) the Trust's officers, (iii) the Trust's
investment adviser(s), (iv) the Trust's shareholders (see below) and (v) any
other source the Committee deems to be appropriate. The Committee may, but is
not required to, retain a third party search firm at the expense of the Trust to
identify potential candidates. The Committee will not nominate a person for
election to the Board as a Trustee (unless such person is an "interested
person," as defined by the Investment Company Act of 1940) after such person has
reached the age of seventy-three (73).
CONSIDERATION OF CANDIDATES RECOMMENDED BY SHAREHOLDERS
The Committee will consider and evaluate nominee candidates properly
submitted by shareholders on the same basis as it considers and evaluates
candidates recommended by other sources. Appendix B to this Charter, as it may
be amended from time to time by the Committee, sets forth procedures that must
be followed by shareholders to properly submit a nominee candidate to the
Committee (recommendations not properly submitted in accordance with Appendix B
will not be considered by the Committee).
A-2
APPENDIX A
Madison/Claymore Covered Call & Equity Strategy Fund
A-3
APPENDIX B
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
A Trust shareholder must follow the following procedures in order to properly
submit a nominee recommendation for the Committee's consideration.
1. The shareholder must submit any such recommendation (a "Shareholder
Recommendation") in writing to the Trust, to the attention of the
Secretary, at the Address of the principal executive offices of the
Trust.
2. The Shareholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Trust not less than
one hundred and twenty (120) calendar days nor more than one hundred
and fifty (150) calendar days prior to the date of the Board or
shareholder meeting at which the nominee would be elected.
3. The Shareholder Recommendation must include: (i) a statement in writing
setting forth (A) the name, age, date of birth, business address,
residence address and citizenship of the person recommended by the
shareholder (the "candidate"); (B) the class or series and number of
all shares of the Trust owned of record or beneficially by the
candidate, as reported to such shareholder by the candidate; (C) any
other information regarding the candidate called for with respect to
director nominees by paragraphs (a), (d), (e), (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule
14A) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation or rule subsequently
adopted by the Securities and Exchange Commission or any successor
agency applicable to the Trust); (D) any other information regarding
the candidate that would be required to be disclosed if the candidate
were a nominee in a proxy statement or other filing required to be made
in connection with solicitation of proxies for election of Trustees or
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; and (E) whether the recommending
shareholder believes that the candidate is or will be an "interested
person" of the Trust (as defined in the Investment Company Act of 1940,
as amended) and, if not an "interested person," information regarding
the candidate that will be sufficient for the Trust to make such
determination; (ii) the written and signed consent of the candidate to
be named as a nominee and to serve as a Trustee if elected; (iii) the
recommending shareholder's name as it appears on the Trust's books;
(iv) the class or series and number of all shares of the Trust owned
beneficially and of record by the recommending shareholder; and (v) a
description of all arrangements or understandings between the
recommending shareholder and the candidate and any other persons
A-4
(including their names) pursuant to which the recommendation is being
made by the recommending shareholder. In addition, the Committee may
require the candidate to furnish such other information as it may
reasonably require or deem necessary to determine the eligibility of
such candidate to serve on the Board.
A-5
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THIS PAGE INTENTIONALLY LEFT BLANK
PROXY TABULATOR To vote by Mail
P.O. BOX 9112
FARMINGDALE, NY 11735 1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy
card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS BELOW IN BLUE KEEP THIS PORTION
OR BLACK INK AS FOLLOWS: M15543-P82951 FOR YOUR RECORDS
-------------------------------------------------------------------------------
THIS PROXY CARD IS VALID DETACH AND RETURN
ONLY WHEN SIGNED AND DATED. THIS PORTION ONLY
MADISON/CLAYMORE COVERED CALL &
EQUITY STRATEGY FUND
For Withhold For All To withhold authority to vote for
All All Except any individual nominee(s), mark
"For All Except" and write the
1. Election of Trustees: name(s) of the nominee(s) on the
line below.
Class II Nominees 0 0 0 --------------------------------
Nominees:
01) Ronald A. Nyberg
02) James R. Imhoff, Jr.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
Please mark, date, sign & return the proxy promptly in the enclosed envelope.
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 Annual Meeting:
The Statement is available at www.proxyvote.com.
-------------------------------------------------------------------------------
M15544-P82951
Solicited by the Board of Trustees
Madison/Claymore Covered Call & Equity Strategy Fund
Annual Meeting of Shareholders
July 21, 2009
MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND
The annual meeting of shareholders of Madison/Claymore Covered Call & Equity
Strategy Fund (the "Fund") will be held at the offices of the Fund, 2455
Corporate West Drive, Lisle, Illinois, 60532 on Tuesday, July 21, 2009, at
1:00 p.m. Central Time (the "Annual Meeting"). The undersigned hereby appoints
Mark E. Mathiasen and Kevin M. Robinson, and each of them or their respective
designees, with full power of substitution and revocation, as proxies to
represent and to vote all shares of the undersigned at the Annual Meeting and
all adjournments thereof, with all powers the undersigned would possess if
personally present, upon the matters specified on the reverse side.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED AS TO THE PROPOSAL, THE PROXY SHALL VOTE FOR SUCH PROPOSAL. THE
PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.