Edgar Filing: FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND

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 240.14a-12

FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND

(Name of Registrant As Specified in its Agreement and 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 Logo: CLAYMORE(R)
FIDUCIARY ASSET MANAGEMENT A GUGGENHEIM PARTNERS COMPANY

FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
2455 CORPORATE WEST DRIVE
LISLE, ILLINOIS 60532

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 20, 2010
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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 Fiduciary/Claymore MLP
Opportunity 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 20, 2010, at 8:00
a.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 ALL" OF THE
NOMINEES FOR THE BOARD OF TRUSTEES LISTED IN THE ACCOMPANYING PROXY STATEMENT.

The Board has fixed the close of business on May 28, 2010, as the
record date (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 vote
your proxy 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 4, 2010

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 IF YOUR PROXY CARD (OR VOTE YOUR PROXY BY
TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS CONTAINED ON THE
PROXY CARD) TODAY.

FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND

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PROXY STATEMENT
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FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 20, 2010

This proxy statement ("Proxy Statement") is furnished to the holders of
common shares of beneficial interest, par value $0.01 per share ("Shares") of
Fiduciary/Claymore MLP Opportunity 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 20, 2010, and any adjournment or postponement thereof (the "Annual
Meeting"). The Annual Meeting will be held at the offices of the Fund, 2455
Corporate West Drive, Lisle, Illinois 60532 on July 20, 2010, at 8:00 a.m.
Central time.

This Proxy Statement gives you information you need to vote on the
matters listed on the accompanying Notice of Annual Meeting of Shareholders
("Notice of Annual Meeting"). Much of the information in this Proxy Statement is
required under rules of the Securities and Exchange Commission ("SEC"). If there
is anything you don't understand, please contact us at our toll-free number,
(888) 991-0091.

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S MOST RECENT
ANNUAL REPORT AND SEMI-ANNUAL REPORT TO SHAREHOLDERS TO ANY SHAREHOLDER UPON
REQUEST. REQUESTS SHOULD BE DIRECTED TO CLAYMORE SECURITIES, INC., 2455
CORPORATE WEST DRIVE, LISLE, ILLINOIS 60532, (888) 991-0091.

The Notice of Annual Meeting, this Proxy Statement and the enclosed
proxy card are first being sent to the Fund's shareholders on or about June 4,
2010.

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 "FMO", which requires the
Fund to hold an annual meeting of shareholders to elect
Trustees each fiscal year.

o WHAT PROPOSALS WILL BE VOTED ON AT THE ANNUAL MEETING?

Shareholders of the Fund are being asked to vote on the
following proposal at the Annual Meeting:

1. To elect two Trustees as Class II Trustees (Mr.
Howard H. Kaplan and Mr. Ronald A. Nyberg are the
nominees) to serve until the Fund's 2013 annual
meeting of shareholders or until their respective
successors shall have been elected and qualified.

o WILL YOUR VOTE MAKE A DIFFERENCE?

YES! Your vote is important and could make a difference in the
governance of the Fund, no matter how many Shares you own.

o WHO IS ASKING FOR YOUR VOTE?

The enclosed proxy is solicited by the Board for use at the
Annual Meeting to be held on Tuesday, July 20, 2010, and, if
the Annual Meeting is adjourned or postponed, at any later
meetings, for the purposes stated in the Notice of Annual
Meeting.

o HOW DOES THE BOARD RECOMMEND THAT SHAREHOLDERS VOTE ON THE
PROPOSALS?

The Board, including the Independent Trustees, unanimously
recommends that you vote "FOR ALL" of the nominees for the
Board of Trustees (Mr. Howard H. Kaplan and Mr. Ronald A.
Nyberg).

o WHO IS ELIGIBLE TO VOTE?

Shareholders of record of the Fund at the close of business on
May 28, 2010 (the "Record Date"), are entitled to be present
and to vote at the Annual Meeting or any adjournment or
postponement thereof. Shareholders will be entitled to one
vote on each matter to be voted for each Share of the Fund
held and a fractional vote with respect to fractional Shares,
with no cumulative voting.

o HOW DO YOU VOTE YOUR SHARES?

Whether or not you plan to attend the Annual Meeting, we urge
you to complete, sign, date, and return the enclosed proxy
card in the postage-paid envelope provided or vote your proxy
via telephone or the Internet so your Shares will be
represented at the Annual Meeting. Information regarding how
to vote your proxy via telephone or the 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 control number is used to match proxy cards with
shareholders' respective accounts and to ensure that, if
multiple proxy cards are executed, Shares are voted in
accordance with the proxy card bearing the latest date. If
you wish to attend the Annual Meeting and vote in person,
you will be able to do so. You may contact the Fund at (888)
991-0091 to obtain directions to the site of the Annual
Meeting.

All Shares represented by 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 YOU SIGN THE PROXY CARD, BUT
DON'T FILL IN A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE
WITH THE BOARD'S

RECOMMENDATION. If any other business is brought before the
Annual Meeting, your Shares will be voted at the proxies'
discretion.

Shareholders who execute proxy cards or vote their proxies via
telephone or the Internet 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 (including via
telephone or the Internet) 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 WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSAL?

o HOW MANY SHARES OF THE FUND WERE OUTSTANDING AS OF THE RECORD
DATE?

At the close of business on the Record Date, the Fund had
19,973,405 Common Shares outstanding.

THE PROPOSAL: ELECTION OF TRUSTEES

The Fund's Shares are listed on the NYSE, which requires the Fund to
hold an annual meeting of shareholders to elect Trustees each fiscal year.
Shareholders of the Fund are being asked to elect two Trustees as Class II
Trustees (Mr. Howard H. Kaplan and Mr. Ronald A. Nyberg are the nominees) to
serve until the Fund's 2013 annual meeting of shareholders or until their
respective successors shall have been elected and qualified.

COMPOSITION OF THE BOARD OF TRUSTEES

The Trustees of the Fund are classified into three classes of Trustees:
Class I Trustees, Class II Trustees and Class III Trustees.

CLASS I TRUSTEES

- Mr. Randall C. Barnes and Mr. Joseph E. Gallagher, Jr. are the
Class I Trustees. The term of the Class I Trustees of the Fund will
continue until the Fund's 2012 annual meeting of shareholders or until
successors shall have been elected and qualified.

CLASS II TRUSTEES

- Mr. Howard H. Kaplan and Mr. Ronald A. Nyberg are the Class II
Trustees. Mr. Kaplan and Mr. Nyberg are standing for election at the
Annual Meeting. If elected, the term of the Class II Trustees will
continue until the Fund's 2013 annual meeting of shareholders or until
successors shall have been elected and qualified.

CLASS III TRUSTEES

- Mr. Robert B. Karn III, Mr. John M. Roeder and Mr. Ronald E. Toupin,
Jr. are the Class III Trustees. The term of the Class III Trustees of
the Fund will continue until the Fund's 2011 annual meeting of
shareholders or until successors shall have been elected and qualified.

Generally, the Trustees of only one class are elected at each annual
meeting of shareholders, so that the regular term of only one class of Trustees
will expire annually and any particular Trustee stands for election only once in
each three year period. Each trustee nominee elected at the Annual Meeting 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 the trustee nominees named above. Each trustee nominee nominated by the Board
has indicated that he has consented to serve as a Trustee if elected at the
Annual Meeting. If a designated trustee nominee declines or otherwise becomes
unavailable for election, however, the proxy confers discretionary power on the
persons named therein to vote in favor of a substitute nominee or nominees.

TRUSTEES

Certain information concerning the Trustees and officers of the Fund is
set forth in the tables below. The "interested" Trustee (as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")) is
indicated below. Independent Trustees are those who are not interested persons
of the Fund, the Fund's investment adviser, Claymore Advisors, LLC ("Claymore"
or the "Adviser") or the Fund's sub-adviser, Fiduciary Asset Management, LLC
(the "Sub-Adviser"), and comply with the definition of "independent" (as defined
in Rule 10A-3 of the Securities Exchange Act of 1934, as amended) (the
"Independent Trustees").

The Fund is part of a fund complex (referred to herein as the "Fund
Complex") that consists of U.S. registered investment companies advised or
serviced by the Adviser or its affiliates. The Fund Complex is composed of
fourteen closed-end funds, including the Fund, and thirty-four exchange-traded
funds. The Fund Complex is overseen by multiple boards of trustees.

TERM OF OTHER
OFFICE(2) NUMBER OF DIRECTORSHIPS
AND PORTFOLIOS IN HELD BY
POSITION(S) LENGTH FUND COMPLEX TRUSTEE
NAME, ADDRESS(1) HELD WITH OF TIME PRINCIPAL OCCUPATION OVERSEEN BY DURING THE PAST
AND AGE FUND SERVED DURING THE PAST FIVE YEARS TRUSTEE FIVE YEARS
------------------- --------- ------------ ------------------------------------------- ------------- -----------------
INDEPENDENT TRUSTEES:

Randall C. Barnes Trustee Trustee Private Investor (2001-Present). Formerly, 44 None.
Year of birth: 1951 since 2004 Senior Vice President & Treasurer
PepsiCo, Inc.(1993-1997), President,
Pizza Hut International (1991-1993) and
Senior Vice President, Strategic Planning
and New Business Development, PepsiCo,
Inc. (1987-1990).

Howard H. Trustee Trustee Partner of Stinson Morrison Hecker LLP, 1 None.
Kaplan(3) since a law firm providing legal advice in business
Year of birth: 1969 2004 law and litigation matters (2007- present).
Formerly, principal Blumenfeld, Kaplan &
Sandweiss P.C., a law firm providing legal
advice in business law and litigation (1994-2007).

Robert B. Karn III Trustee Trustee Consultant (1998-present). Previously, 2 Director of
Year of birth: 1942 since Managing Partner, Financial and Economic Peabody Energy
2004 Consulting, St. Louis office of Arthur Company GP
Andersen, LLP. (2003 to present),
Natural Resource
Partners LLC
(2002 to present) and
Kennedy Capital
Management, Inc.
(2002 to present)

Ronald A. Trustee Trustee Partner of Nyberg & Cassioppi, LLC, a law 47 None.
Nyberg(3) since firm specializing in Corporate Law, Estate
Year of birth: 1953 2004 Planning and Business Transactions (2000-present).
Formerly, Executive Vice President, General
Counsel and Corporate Secretary of Van Kampen
Investments (1982-1999).

John M. Roeder Trustee Trustee Financial consultant (1999- present). Formely 1 Director,
Year of birth: 1943 since Director in Residence at The Institute for LMI Aerospace
2005 Excellence in Corporate Governance of the
University of Texas at Dallas School of
Management (2005-2007). Formerly, Office
Managing Partner, Arthur Andersen, (1966-1999).

Ronald E. Trustee Trustee Retired. Formerly, Vice President, Manager and 44 None.
Toupin, Jr. since Portfolio Manager of Nuveen Asset Management
Year of birth: 1958 2004 (1998-1999), Vice President of Nuveen Investment
Advisor Corporation (1993-1999), Vice President
and Manager of Nuveen Unit Investment Trusts
(1991-1999) and Assistant Vice President and
Portfolio Manager of Nuveen Unit Investment
Trusts (1988-1999), each of John Nuveen &
Company, Inc. (1982-1999).

INTERESTED TRUSTEES:

Joseph E. Trustee Trustee Executive Managing Director of Fiduciary Asset 1 None.
Gallagher, Jr. [] since Management, LLC (1994-present). Member of the
Year of birth: 1956 2004 St. Louis Chapter of the National Association
for Business Economics.

-------------------------
[] "Interested person" of the Fund as defined in the 1940 Act. Mr.
Gallagher is an interested person of the Funds because he is an officer
of the Sub-Adviser.

(1) The business address of each Trustee 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.

TRUSTEE QUALIFICATIONS

The Trustees were selected to serve and continue on the Board based
upon their skills, experience, judgment, analytical ability, diligence, ability
to work effectively with other Trustees, availability and commitment to attend
meetings and perform the responsibilities of a Trustee and, for each Independent
Trustee, a demonstrated willingness to take an independent and questioning view
of management.

The following is a summary of the experience, qualifications,
attributes and skills of each Trustee that support the conclusion, as of the
date of this proxy statement, that each Trustee should serve as a Trustee in
light of the Fund's business and structure. References to the qualifications,
attributes and skills of Trustees are pursuant to requirements of the SEC, do
not constitute holding out of the Board or any Trustee as having any special
expertise and shall not impose any greater responsibility or liability on any
such person or on the Board by reason thereof.

Randall C. Barnes. Mr. Barnes has served as a Trustee of the Fund and
other funds in the Claymore Fund Complex since 2004. Mr. Barnes also serves on
the board of certain Claymore sponsored Canadian funds. Through his service as a
Trustee of the Fund and as a member of the Audit Committee, employment
experience as President of Pizza Hut International and as Treasurer of PepsiCo,
Inc. and his personal investment experience. Mr. Barnes is experienced in
financial, accounting, regulatory and investment matters.

Joseph E. Gallagher, Jr. Mr. Gallagher has served as a Trustee of the
Fund since 2004. Through his service as a Trustee of the Fund, his experience as
Executive Managing Director of the Sub-Adviser, and his experience on
professional and community boards, Mr. Gallagher is experienced in financial,
investment, compliance and regulatory matters.

Howard H. Kaplan. Mr. Kaplan has served as a Trustee of the Fund since
2004. Through his service as a Trustee of the Fund, his professional training
and experience as an attorney and partner of a law firm, Stinson Morrison Hecker
LLP, and his prior experience, including Principal of Blumenfeld, Kaplan &
Sandweiss P.C., a law firm, Mr. Kaplan is experienced in financial, investment
and regulatory matters.

Robert B. Karn III. Mr. Karn has served as a Trustee of the Fund and
other funds in the Claymore Fund Complex since 2004. Through his service as a
Trustee of the Fund and as chairman of the Audit Committee, his service on other
public and private company boards, his experience as an accountant and
consultant, and his prior experience, including Managing Partner of the
Financial and Economic

Consulting Practice of the St. Louis office at Arthur Andersen, LLP, Mr. Karn
is experienced in accounting, financial, investment and regulatory matters. The
Board has determined that Mr. Karn is an "audit committee financial expert" as
defined by the SEC.

Ronald A. Nyberg. Mr. Nyberg has served as a Trustee of the Fund and
other funds in the Claymore Fund Complex since 2003. Through his service as a
Trustee of the Fund and as chairman of the Nominating & Governance Committee,
his professional training and experience as an attorney and partner of a law
firm, Nyberg & Cassioppi. LLC, and his prior employment experience, including
Executive Vice President and General Counsel of Van Kampen Investments, an asset
management firm, Mr. Nyberg is experienced in financial, regulatory and
governance matters.

John M. Roeder. Mr. Roeder has served as a Trustee of the Fund since
2005. Through his service as a Trustee of the Fund, his service on another
public company board, his experience as a financial consultant, and his prior
experience, including Office Managing Partner at Arthur Andersen, LLP, Mr.
Roeder is experienced in accounting, financial, investment and regulatory
matters.

Ronald E. Toupin, Jr. Mr. Toupin has served as a Trustee of the Fund
and other funds in the Claymore Fund Complex since 2003. Through his service as
a Trustee of the Fund and as chairman of the Board, and his professional
training and employment experience, including Vice President and Portfolio
Manager for Nuveen Asset Management, an asset management firm, Mr. Toupin is
experienced in financial, regulatory and investment matters.

Each Trustee also now has considerable familiarity with the Fund, the
Adviser, the Sub-Adviser and other service providers, and their operations, as
well as the special regulatory requirements governing regulated investment
companies and the special responsibilities of investment company trustees as a
result of his substantial prior service as a Trustee of the Fund.

EXECUTIVE OFFICERS

The following information relates to the executive officers of the Fund
who are not Trustees. The Fund officers receive no compensation from the Fund
but may also be officers or employees of the Adviser, the Sub-Adviser or
affiliates of the Adviser or the Sub-Adviser and may receive compensation in
such capacities.

TERM OF
OFFICE(2) AND
LENGTH
NAME, ADDRESS(1) OF TIME PRINCIPAL OCCUPATION DURING
AND AGE TITLE SERVED THE PAST FIVE YEARS
------------------- ----------- ------------- -----------------------------------------------

J. Thomas Futrell Chief Since 2008 Senior Managing Director, Chief Investment
Year of birth: 1955 Executive Officer of Claymore Advisors, LLC and
Officer Claymore Securities, Inc. (2008-present) ;
Chief Executive Officer of certain funds in the
Fund Complex. Formerly, Managing Director
in charge of Research for Nuveen Asset
Management (2000-2007).

Kevin M. Robinson Chief Since 2008 Senior Managing Director, General Counsel
Year of birth: 1959 Legal and Corporate Secretary of Claymore Advisors,
Officer LLC, Claymore Securities, Inc. & Claymore
Group, Inc. (2007-present); Chief Legal
Officer of certain funds in the Fund Complex.
Formerly, Associate General Counsel of NYSE
Euronext, Inc. (2000-2007). Formerly,
Archipelago Holdings, Inc. Senior Managing
Director and Associate General Counsel of
ABN Amro Inc. (1997-2000). Formerly, Senior
Counsel in the Enforcement Division of the
U.S. Securities and Exchange Commission
(1989-1997).

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, Claymore Group Inc. (2005-2006).
Accounting Formerly, Managing Director of Claymore
Officer and Advisors, LLC and Claymore Securities, Inc.
Treasurer (2003-2005). 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. (2006-present). Chief
Officer 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).

Mark E. Mathiasen Secretary Since 2007 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).

James J. Vice Since 2007 Managing Director, Senior Portfolio Manager
Cunnane, Jr. President of Fiduciary Asset Management, LLC
Year of birth: 1970 (1996-present).

Quinn Kiley Vice Since 2009 Senior Vice President, Senior Portfolio
Year of Birth: 1973 President Manager of Fiduciary Asset Management
(2005-present). Formerly, Vice President of
Banc of America Securities, Natural Resources
Investment Banking Group (2001-2005).

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. (1996-2004).

Donald P. Swade Assistant Since 2008 Vice President, Fund Administration of
Year of birth: 1972 Treasurer Claymore Advisors, LLC and Claymore
Securities, Inc. (2006-present). Assistant
Treasurer of certain funds in the Fund
Complex. Formerly, Manager-Mutual Fund
Financial Administration for Morgan
Stanley/Van Kampen Investments (2003-
2006).

Mark J. Furjanic Assistant Since 2008 Vice President, Fund Administration-Tax of
Year of birth: 1959 Treasurer Claymore Advisors, LLC and Claymore
Securities, Inc. (2005-present); Assistant
Treasurer of certain funds in the Fund
Complex. Formerly, Senior Manager for Ernst
& Young LLP (1999-2005).

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).

Elizabeth H. Assistant Since 2009 Assistant General Counsel of Claymore Group
Hudson Secretary Inc. (2009-present). Assistant Secretary of
Year of birth: 1980 certain funds in the Fund Complex. Previously,
Associate at Bell, Boyd & Lloyd, LLP (nka
K&L Gates LLP) (2007-2008). J.D.,
Northwestern University (2004-2007).

(1) The business address of each officer of the Funds is 2455 Corporate
West Drive, Lisle, Illinois 60532, unless otherwise noted.

(2) Officers serve at the pleasure of the Board and until his or her
successor is appointed and qualified or until his or her earlier
resignation or removal.

BOARD LEADERSHIP STRUCTURE

The primary responsibility of the Board is to represent the interests
of the Fund and to provide oversight of the management of the Fund. The Fund's
day-today operations are managed by the Adviser, the Sub-Adviser and other
service providers who have been approved by the Board. The Board is currently
comprised of seven Trustees, six of whom (including the chairperson) are
Independent Trustees and one of whom is classified as an interested person of
the Fund ("Interested Trustee"). Generally, the Board acts by majority vote of
all the Trustees, including a majority vote of the Independent Trustees if
required by applicable law.

The Board has appointed an Independent Trustee as chairperson, who
presides at Board meetings and who is responsible for, among other things,
participating in the planning of Board meetings, setting the tone of Board
meetings and seeking to encourage open dialogue and independent inquiry among
the trustees and management. The Board has established two standing committees
(as described below) and has delegated certain responsibilities to those
committees, each of which is comprised solely of Independent Trustees. The Board
and its committees meet periodically throughout the year to oversee the Fund's
activities, review contractual arrangements with service providers, review the
Fund's financial statements, oversee compliance with regulatory requirements,
and review performance. The Independent Trustees are represented by independent
legal counsel at Board and committee meetings. The Board has determined that
this leadership structure, including an Independent Trustee as chairperson, a
supermajority of Independent Trustees and committee membership limited to
Independent Trustees, is appropriate in light of the characteristics and
circumstances of the Fund.

BOARD COMMITTEES

The Trustees have determined that the efficient conduct of the
Trustees' affairs makes it desirable to delegate responsibility for certain
specific matters to committees of the Board. The committees meet as often as
necessary, either in conjunction with regular meetings of the Board or
otherwise. The committees of the Board are the Audit Committee and the
Nominating and Governance Committee.

Audit Committee. The Board has an Audit Committee, which is composed of
Randall C. Barnes, Howard H. Kaplan, John M. Roeder, Robert B. Karn III, Ronald
A. Nyberg and Ronald E. Toupin, Jr., each of whom is an Independent Trustee as
defined above and is "independent" as defined by NYSE listing standards. Mr.
Karn serves as chairperson of the Audit Committee.

The Audit Committee is charged with selecting an independent registered
public accounting firm for the Fund and reviewing accounting matters with the
Fund's independent registered public accounting firm. Each member of the Audit
Committee is an Independent Trustee as defined above and also meets the
additional independence requirements for audit committee members as defined by
the NYSE listing standards.

The Audit Committee is governed by a written charter, the most recent
version of which was approved by the Board on April 21, 2010 (the "Audit
Committee Charter"). In accordance with proxy rules promulgated by the SEC, a
fund's audit committee charter is required to be filed at least once every three
years as an exhibit to a fund's proxy statement. The Fund's Audit Committee
Charter is attached hereto as Appendix A.

The Audit Committee presents the following report on behalf of the
Fund:

The Audit Committee has performed the following functions: (i) the
Audit Committee reviewed and discussed the audited financial statements
of the Fund with management of the Fund, (ii) the Audit Committee
discussed with the Fund's independent registered public accounting firm
the matters required to be discussed by the Statement on Auditing
Standards No. 61, (iii) the Audit Committee received the written
disclosures and the letter from the Fund's independent registered
public accounting firm required by Independence Standards Board
Standard No. 1 and has discussed with the Fund's independent registered
public accounting firm the independence of the Fund's independent
registered public accounting firm and (iv) the Audit Committee
recommended to the Board of Trustees of the Fund that the financial
statements be included in the Fund's Annual Report for the past fiscal
year.

Nominating and Governance Committee. The Board has a Nominating and
Governance Committee, which is composed of Randall C. Barnes, Howard H. Kaplan,
John M. Roeder, Robert B. Karn III, Ronald A. Nyberg and Ronald E. Toupin, Jr.,
each of whom is an Independent Trustee as defined above and is "independent" as
defined by NYSE listing standards. Mr. Nyberg serves as chairperson of the
Nominating and Governance Committee.

The Nominating and Governance Committee is governed by a written
charter, the most recent version of which was approved by the Board on October
21, 2008 (the "Nominating and Governance Committee Charter"). In accordance with
proxy rules promulgated by the SEC, a fund's nominating committee charter is
required to be filed at least once every three years as an exhibit to a fund's
proxy statement. The Fund's Nominating and Governance Committee Charter was
attached as Appendix A to the Fund's 2009 proxy statement.

The Nominating and Governance Committee (i) evaluates and recommends
all candidates for election or appointment as members of the Board and
recommends the appointment of members and chairs of each committee of the Board,
(ii) reviews policy matters affecting the operation of the Board and committees
of the Board, (iii) periodically evaluates the effectiveness of the Board and
committees of the Board and (iv) oversees the contract review process, including
review of the Fund's advisory agreements and other contracts with affiliated
service providers. In considering Trustee nominee candidates, the Nominating and
Governance Committee requires that Trustee candidates have a college degree or
equivalent business experience and may take into account a wide

variety of factors in considering Trustee candidates, including (but not
limited to): availability and commitment of a candidate to attend meetings and
perform the responsibilities of a Trustee, relevant experience, educational
background, financial expertise, the candidate's ability, judgment and
expertise and overall diversity of the Board's composition. The Nominating and
Governance Committee may consider candidates recommended by various sources,
including (but not limited to): such Fund's Trustees, officers, investment
advisers and shareholders. The Nominating and Governance Committee will not
nominate a person for election to the Board as a Trustee after such person has
reached the age of seventy-two (72), unless such person is an "interested
person" of such Fund as defined in the 1940 Act. The Nominating and Governance
Committee may, but is not required to, retain a third party search firm to
identify potential candidates.

A Trustee candidate must (i) be prepared to submit written answers to a
questionnaire seeking professional and personal information that will assist the
Nominating and Governance Committee to evaluate the candidate and to determine,
among other matters, whether the candidate would qualify as a Trustee who is not
an "interested person" of the Fund as such term is defined under the 1940 Act;
(ii) be prepared to submit character references and agree to appropriate
background checks; and (iii) be prepared to meet with one or more members of the
Nominating and Governance Committee at a time and location convenient to those
Nominating and Governance Committee members in order to discuss the nominee's
qualifications.

The Nominating and Governance Committee will consider Trustee
candidates recommended by the Fund's shareholders. The Nominating and Governance
Committee will consider and evaluate trustee nominee candidates properly
submitted by shareholders on the same basis as it considers and evaluates
candidates recommended by other sources.

In considering Trustee nominee candidates, the Nominating and
Governance Committee takes into account a wide variety of factors, including the
overall diversity of the Board's composition. The Nominating and Governance
Committee believes the Board generally benefits from diversity of background,
experience and views among its members, and considers this a factor in
evaluating the composition of the Board, but has not adopted any specific policy
in this regard.

To have a candidate considered by the Nominating and Governance
Committee, a shareholder must submit the recommendation in writing and must
include the information required by the "Procedures for Shareholders to Submit
Nominee Candidates" that are set forth as Appendix B to the Nominating and
Governance Committee Charter, which was attached as Appendix A to the Fund's
2009 proxy statement. 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.

BOARD'S ROLE IN RISK OVERSIGHT

Consistent with its responsibility for oversight of the Fund, the
Board, among other things, oversees risk management of the Fund's investment
program and business affairs directly and through the committee structure it
has established. The Board has established the Audit Committee and the
Nominating and Governance Committee to assist in its oversight functions,
including its oversight of the risks the Fund faces. Each committee reports its
activities to the Board on a regular basis. Risks to the Fund include, among
others, investment risk, credit risk, liquidity risk, valuation risk and
operational risk, as well as the overall business risk relating to the Fund.
The Board has adopted, and periodically reviews, policies, procedures and
controls designed to address these different types of risks. Under the Board's
supervision, the officers of the Fund, the Adviser, the Sub-Adviser and other
service providers to the Fund also have implemented a variety of processes,
procedures and controls to address various risks. In addition, as part of the
Board's periodic review of the Fund's advisory, sub-advisory and other service
provider agreements, the Board may consider risk management aspects of the
service providers' operations and the functions for which they are responsible.

The Board requires officers of the Fund to report to the full Board
on a variety of matters at regular and special meetings of the Board and its
committees, as applicable, including matters relating to risk management. The
Audit Committee also receives reports from the Fund's independent registered
public accounting firm on internal control and financial reporting matters. On
at least a quarterly basis, the Board meets with the Fund's Chief Compliance
Officer, including separate meetings with the Independent Trustees in executive
session, to discuss compliance matters and, on at least an annual basis,
receives a report from the Chief Compliance Officer regarding the effectiveness
of the Fund's compliance program. The Board, with the assistance of Fund
management, reviews investment policies and risks in connection with its review
of the Fund's performance. In addition, the Board receives reports from the
Adviser and Sub-Adviser on the investments and securities trading of the Fund.
With respect to valuation, the Board oversees a pricing committee comprised of
Fund officers and Adviser personnel and has approved Fair Valuation procedures
applicable to valuing the Fund's securities, which the Board and the Audit
Committee periodically review. The Board also requires the Adviser to report to
the Board on other matters relating to risk management on a regular and
as-needed basis.

SHAREHOLDER COMMUNICATIONS

Shareholders and other interested parties may contact the Board or
any Trustee by mail. To communicate with the Board or any Trustee,
correspondence should be addressed to the Board of Trustees or the Trustee with
whom you wish to communicate by either name or title. All such correspondence
should be sent c/o

the Fund's Secretary, c/o Claymore Advisors, LLC, 2455 Corporate West Drive,
Lisle, Illinois 60532.

TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES

As of May 28, 2010, 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 $10,001-$50,000 over $100,000
Howard H. Kaplan $10,001-$50,000 $10,001-$50,000
Robert B. Karn III $10,001-$50,000 $10,001-$50,000
Ronald A. Nyberg $10,001-$50,000 over $100,000
John M. Roeder $10,001-$50,000 $10,001-$50,000
Ronald E. Toupin, Jr. None None
Interested Trustees:
Joseph E. Gallagher, Jr. None None

As of May 28, 2010, each Trustee and the Trustees and officers of the
Fund as a group owned less than 1% of the outstanding Shares of the Fund.

BOARD MEETINGS

During the Fund's fiscal year ended November 30, 2009, the Board held
five meetings; the Audit Committee held two meetings and the Nominating and
Governance Committee held three 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 November 30, 2009. 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 Sub-Adviser 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 November 30, 2009. 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 $19,750 $248,750
Howard H. Kaplan $19,750 $19,750
Robert B. Karn III $20,875 $20,875
Ronald A. Nyberg $20,875 $354,875
John M. Roeder $19,750 $19,750
Ronald E. Toupin, Jr. $23,125 $298,375

(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 matter at the Annual Meeting at
which a quorum is present is necessary to approve the proposal. Votes withheld
will have the same effect as votes against the proposal. "Broker non-votes"
(i.e. Shares held by brokers or nominees as to which (i) instructions have not
been received from the beneficial owner or the persons entitled to vote and (ii)
the broker does not have discretionary voting power on a particular matter) will
have no effect on the outcome of the vote on the proposal.

BOARD RECOMMENDATION

The Board of the Fund, including the Independent Trustees, unanimously
recommends that you vote "FOR ALL" of the nominees for the Board of Trustees
(Mr. Howard H. Kaplan and Mr. Ronald A. Nyberg).

ADDITIONAL INFORMATION

FURTHER INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

The holders of a majority of the Shares entitled to vote on any matter
at a meeting present in person or by proxy shall constitute a quorum at such
meeting of the shareholders for purposes of conducting business on such matter.
Votes withheld and broker non-votes will be counted as Shares present at the
Annual Meeting for quorum purposes.

The Board has fixed the close of business on May 28, 2010 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.

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 vote your proxy via telephone or the Internet so your
Shares will be represented at the Annual Meeting. Information regarding how to
vote your proxy via telephone or the 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 control number is used to match proxy cards with
shareholders' respective accounts and to ensure that, if multiple proxy cards
are executed, Shares are voted in accordance with the proxy card bearing the
latest date. If you wish to attend the Annual Meeting and vote in person, you
will be able to do so. You may contact the Fund at (888) 991-0091 to obtain
directions to the site of the Annual Meeting.

All Shares represented by 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 YOU SIGN THE
PROXY CARD, BUT DON'T FILL IN A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE
WITH THE BOARD'S RECOMMENDATION. If any other business is brought before the
Annual Meeting, your Shares will be voted at the proxies' discretion.

Shareholders who execute proxy cards or vote proxies via telephone or
the Internet 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
(including via telephone or the Internet) 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.

ADVISER AND SUB-ADVISERS

Claymore Advisors, LLC, located at 2455 Corporate West Drive, Lisle,
Illinois 60532, acts as the Fund's investment adviser. As of March 31, 2010,
Claymore entities have provided supervision, management and/or servicing on
approximately $15.9 billion in assets through closed-end funds, unit investment

trusts and exchange-traded funds. Claymore Advisors, LLC is a wholly-owned
subsidiary of Guggenheim Partners, LLC, a global, diversified financial
services firm with more than $100 billion in assets under supervision.
Guggenheim, through its affiliates, provides investment management, investment
advisory, insurance, investment banking, and capital markets services. The firm
is headquartered in Chicago and New York with a global network of offices
throughout the United States, Europe, and Asia.

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 March 31, 2010, the Sub-Adviser supervised and managed
approximately $15.9 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.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP ("E&Y") has been selected as the independent
registered public accounting firm for the Fund by the Audit Committee of the
Fund and approved by a majority of the Fund's Board, including a majority of the
Independent Trustees, to audit the accounts of the Fund for and during the
Fund's current fiscal year. The Fund does not know of any direct or indirect
financial interest of E&Y in the Fund.

Representatives of E&Y will be available to attend the Annual Meeting,
will have the opportunity to make a statement if they desire to do so and will
be available to answer questions if necessary.

AUDIT FEES

The aggregate fees billed to the Fund by E&Y for professional services
rendered for the audit of the Fund annual financial statements for the Fund's
two most recent fiscal years were in the following amounts:

2009 FISCAL YEAR 2008 FISCAL YEAR
---------------- ----------------
$70,600 $58,800
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 two most
recent fiscal years were in the following amounts:

2009 FISCAL YEAR 2008 FISCAL YEAR
---------------- ----------------
$20,300 $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 two most recent fiscal years were in the following amounts:

2009 FISCAL YEAR 2008 FISCAL YEAR
---------------- ----------------
$47,500 $18,000

E&Y did not perform any other tax compliance or tax planning services
or render any tax advice that were required to be approved by the Fund's Audit
Committee for such periods.

ALL OTHER FEES

The aggregate fees billed by E&Y for products and services, other than
those services described above, for the Fund's two most recent fiscal years were
in the following amounts:

2009 FISCAL YEAR 2008 FISCAL YEAR
---------------- ----------------
$0 $0

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 two
most recent fiscal years were in the following amounts:

2009 FISCAL YEAR 2008 FISCAL YEAR
---------------- ----------------
$67,800 $18,000

AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

As noted above, the Audit Committee is governed by the Audit Committee
Charter, attached hereto as Appendix A, which includes Pre-Approval Policies and
Procedures in Section IV of such Charter. Specifically, sections IV.C.2 and
IV.C.3 of the Audit Committee Charter contain the Pre-Approval Policies and
Procedures and such sections are included below.

IV. C.2. Pre-approve any engagement of the independent auditors to provide
any non-prohibited services to the Trust, including the fees and other
compensation to be paid to the independent auditors (unless an
exception is available under Rule 2-01 of Regulation S-X).

(a) The Chairman or any member of the Audit Committee may grant
the pre-approval of services to the Fund for non-prohibited
services up to $10,000. All such delegated pre-approvals shall
be presented to the Audit Committee no later than the next
Audit Committee meeting.

IV. C.3. Pre-approve any engagement of the independent auditors, including
the fees and other compensation to be paid to the independent auditors,
to provide any non-audit services to the Adviser (or any "control
affiliate" of the Adviser providing ongoing services to the Trust), if
the engagement relates directly to the operations and financial
reporting of the Trust (unless an exception is available under Rule
2-01 of Regulation S-X).

(a) 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.

The Audit Committee has pre-approved all audit and non-audit services
provided by E&Y to the Fund, and all non-audit services provided by E&Y to the
Adviser, or any entity controlling, controlled by, or under common control with
the Adviser that provides ongoing services to the Fund that are related to the
operations of the Fund for the fiscal years ended November 30, 2009, and
November 30, 2008.

None of the services described above for the Fund's two most recent
fiscal years were approved by the Audit Committee pursuant to the pre-approval
exception under Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.

PRINCIPAL SHAREHOLDERS

As of the Record Date, to the knowledge of the Fund, no person
beneficially owned more than 5% of the voting securities of any class of
securities of the Fund.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, 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 Fund's
investment Adviser, and persons who beneficially own more than ten percent of
the Fund's shares to file certain reports of ownership ("Section 16 filings")
with the

SEC and the New York Stock Exchange. Based upon the Fund's review of the copies
of such forms effecting the Section 16 filings received by it, the Fund
believes that for the Fund's fiscal year ended November 30, 2009, all filings
applicable to such persons were completed and filed in a timely manner.

PRIVACY PRINCIPLES OF THE FUND

The Fund is committed to maintaining the privacy of shareholders and
to safeguarding their non-public personal information. The following
information is provided to help you understand what personal information the
Fund collects, how the Fund protects that information and why, in certain
cases, the Fund may share information with select other parties.

Generally, the Fund does not receive any non-public personal
information relating to its shareholders, although certain non-public personal
information of its shareholders may become available to the Fund. The Fund does
not disclose any non-public personal information about its shareholders or
former shareholders to anyone, except as permitted by law or as is necessary in
order to service shareholder accounts (for example, to a transfer agent or
third party administrator).

The Fund restricts access to non-public personal information about
its shareholders to employees of the Adviser with a legitimate business need
for the information. The Fund maintains physical, electronic and procedural
safeguards designed to protect the non-public personal information of its
shareholders.

DEADLINE FOR SHAREHOLDER PROPOSALS

The Fund's Amended and Restated By-Laws (the "By-Laws") require
compliance with certain procedures for a shareholder to properly make a
nomination for election as a Trustee or to propose other business for the Fund.
If a shareholder who is entitled to do so under the Fund's By-Laws wishes to
nominate a person or persons for election as a Trustee or propose other business
for the Fund, that shareholder must provide a written notice to the Secretary of
the Fund at the Fund's principal executive offices.

The notice must set forth: (a) as to each person whom the shareholder
proposes to nominate for election as a Trustee (i) all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Trustees in an election contest, or is otherwise required, in each
case pursuant to and in accordance with Regulation 14A under the Exchange Act
and (ii) such person's written consent to being named as a nominee and to
serving as a Trustee if elected; (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the text of the proposal or
business (including the text of any resolutions proposed for consideration), the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such shareholder, as

they appear on the Fund's books, and of such beneficial owner, (ii) the class
or series and number of Shares which are owned beneficially and of record by
such shareholder and such beneficial owner, (iii) a description of any
agreement, arrangement or understanding with respect to the nomination or
proposal between or among such shareholder and such beneficial owner, any of
their respective affiliates or associates, and any others acting in concert
with any of the foregoing, (iv) a description of any agreement, arrangement or
understanding (including any derivative or short positions, profit interests,
options, warrants, stock appreciation or similar rights, hedging transactions,
and borrowed or loaned Shares) that has been entered into as of the date of the
shareholder's notice by, or on behalf of, such shareholder and such beneficial
owners, the effect or intent of which is to mitigate loss to, manage risk or
benefit of share price changes for, or increase or decrease the voting power
of, such shareholder or such beneficial owner, with respect to Shares of the
Fund, (v) a representation that the shareholder is a holder of record of Shares
of the Fund entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business or nomination, and (vi) a
representation whether the shareholder or the beneficial owner, if any, intends
or is part of a group which intends (a) to deliver a proxy statement and/or
form of proxy to holders of at least the percentage of the Fund's outstanding
Shares required to approve or adopt the proposal or elect the nominee and/or
(b) otherwise to solicit proxies from shareholders in support of such proposal
or nomination. The Fund may require any proposed nominee to furnish such other
information as it may reasonably require to determine the eligibility of such
proposed nominee to serve as a Trustee of the Fund.

To be timely, the notice must be delivered to the Secretary of the
Fund at the Fund's principal executive offices not later than the close of
business on the ninetieth (90th) day, nor earlier than the close of business on
the one hundred twentieth (120th) day, prior to the first anniversary of the
preceding year's annual meeting (provided, however, that in the event that the
date of the annual meeting is more than thirty (30) days before or more than
seventy (70) days after such anniversary date, notice by the shareholder must
be so delivered not earlier than the close of business on the one hundred
twentieth (120th) day prior to such annual meeting and not later than the close
of business on the later of the ninetieth (90th) day prior to such annual
meeting or the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made by the Fund).

The foregoing description of the procedures for a shareholder
properly to make a nomination for election as a Trustee or to propose other
business for the Fund is only a summary and is not complete. A copy of the
Fund's By-Laws, which includes the provisions regarding the requirements for
shareholder nominations and proposals, may be obtained by writing to the
Secretary of the Fund at 2455 Corporate West Drive, Lisle, Illinois 60532. Any
shareholder considering making a nomination or other proposal should carefully
review and comply with those provisions of the Fund's By-Laws.

Shareholder proposals intended for inclusion in the Fund's proxy
statement in connection with such annual meeting of shareholders pursuant to
Rule 14a-8 under the Exchange Act must be received by the Fund at the Fund's
principal executive offices by February 4, 2011. Proposals made outside of Rule
14a-8 under the Exchange Act must be submitted, in accordance with the notice
requirements of the Fund's By-Laws, not earlier than the close of business on
March 22, 2011 nor later than the close of business on April 21, 2011 (which is
also the date after which shareholder nominations and proposals made outside of
Rule 14a-8 under the Exchange Act would not be considered "timely" within the
meaning of Rule 14a-4(c) under the Exchange Act).

EXPENSES OF PROXY SOLICITATION

The cost of soliciting proxies will be borne by the Fund. Certain
officers of the Fund and certain officers and employees of Claymore or its
affiliates (none of whom will receive additional compensation therefore), may
solicit proxies by telephone, mail, e-mail and personal interviews. Brokerage
houses, banks and other fiduciaries may be requested to forward proxy
solicitation material to their principals to obtain authorization for the
execution of proxies, and will be reimbursed by the Fund for such out-of-pocket
expenses.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON JULY 20, 2010

This Proxy Statement is available on the Internet at www.proxyvote.com.

OTHER MATTERS

The management of the Fund knows of no other matters which are to be
brought before the Annual Meeting. However, if any other matters not now known
properly come before the Annual Meeting, it is the intention of the persons
named in the enclosed form of proxy to vote such proxy in accordance with their
judgment on such matters.

In the event a quorum is present at the Annual Meeting but sufficient
votes to approve any of the Proposals are not received, proxies (including
broker non-votes) would vote in favor of one or more adjournments of the Annual
Meeting with respect to such Proposal(s) to permit further solicitation of
proxies, provided they determine that such an adjournment and additional
solicitation is reasonable and in the interest of shareholders based on a
consideration of all relevant factors, including the nature of the relevant
proposal, the percentage of votes then cast, the

percentage of negative votes then cast, the nature of the proposed solicitation
activities and the nature of the reasons for such further solicitation.

Very truly yours,

/s/ J. THOMAS FUTRELL

J. THOMAS FUTRELL
CHIEF EXECUTIVE OFFICER

June 4, 2010

APPENDIX A

AUDIT COMMITTEE CHARTER

I. PURPOSE

The Audit Committee is a committee of the Board of the Trust (see
Appendix A for a list of funds that have approved this Audit Committee Charter).
Its primary function is to assist the Board in fulfilling certain of its
responsibilities. This Charter sets forth the duties and responsibilities of the
Audit Committee.

The Audit Committee serves as an independent and objective party to
monitor the Trust's accounting policies, financial reporting and internal
control system, as well as the work of the independent auditors. The Audit
Committee assists Board oversight of (1) the integrity of the Trust's financial
statements; (2) the Trust's compliance with legal and regulatory requirements;
(3) the independent auditors' qualifications and independence; and (4) the
performance of the Trust's independent auditors. The Audit Committee also
serves to provide an open avenue of communication among the independent
auditors, Trust management, the personnel responsible for internal audit
functions (if any) and the Board.

o Trust management has the primary responsibility to establish
and maintain systems for accounting, reporting and internal
control.

o The independent auditors have the primary responsibility to
plan and implement a proper audit, including consideration of
the Trust's accounting, reporting and internal control
practices.

The Audit Committee may have additional functions and responsibilities
as deemed appropriate by the Board and the Audit Committee.

Although the Audit Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Audit Committee to plan or
conduct audits or to determine that the Trust's financial statements are
complete and accurate and have been prepared in accordance with generally
accepted accounting principles.

II. COMPOSITION

The Audit Committee shall be comprised of three or more board members
as determined by the Board, each of whom shall be an independent board member,
and free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a member of
the Audit Committee. For purposes of the Audit Committee, a board member is
independent if:

o he or she is not an "interested person" of the Trust as that
term is defined in the Investment Company Act of 1940; and

o he or she does not accept, directly or indirectly, any
consulting, advisory, or other compensatory fee from the Trust
(except in the capacity as a Board or committee member).

A-1

Each member of the Audit Committee shall be financially literate, as
such qualification is interpreted by the Board in its business judgment (or
must become financially literate within a reasonable time after his or her
appointment to the Audit Committee). The Audit Committee will review the
qualifications of its members and determine whether any of its members qualify
as an "audit committee financial expert" as defined in Form N CSR. The Audit
Committee will submit such determination to the Board for its final
determination.

The members and Chairman of the Audit Committee shall be elected by
the Board annually and serve until their successors shall be duly elected and
qualified.

No member of the Audit Committee shall serve on the audit committee
of more than three public companies with shares registered under the Securities
Exchange Act of 1934, as amended, unless the Board determines that such
simultaneous service would not impair the ability of the Audit Committee member
to serve effectively on the Audit Committee. For purposes of counting an Audit
Committee member's audit committee service, service on the Trust's Audit
Committee, together with other audit committees within the Claymore fund
complex, shall count as one public company.

III. MEETINGS

The Audit Committee shall meet two times annually, or more frequently
as circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chairman or a majority of the members of the Audit Committee upon
reasonable notice to the other members of the Audit Committee.

As part of its job to foster open communication, the Audit Committee
shall meet annually with senior Trust management responsible for accounting and
financial reporting and the independent auditors in separate executive sessions
to discuss any matters that the Audit Committee, or any of such other persons,
believes should be discussed privately.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

A. Charter

Review this Charter, annually, and recommend changes, if any, to the
Board.

B. Internal Controls

1. Review, annually, with Trust management and the independent
auditors:

(a) the organizational structure, reporting relationship,
adequacy of resources and qualifications of the senior Trust
management personnel responsible for accounting and financial
reporting; and

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(b) their separate evaluation of the adequacy and
effectiveness of the Trust's system of internal controls, including
those of the Trust's service providers.

2. Review, with Trust management and the independent auditors:

(a) the Trust's plan related to the Trust's systems for
accounting, reporting and internal controls;

(b) the responsibilities, resources and staffing with respect
to the activities in IV.B.2.(a) above; and

(c) any significant audit findings or recommendations related
to the Trust's systems for accounting, reporting and internal
controls and Trust management's response.

3. Monitor procedures for the receipt, retention and treatment of
complaints received by the Trust and/or the Audit Committee regarding
accounting, internal accounting controls or auditing matters and the
confidential, anonymous submission by officers and trustees of the Trust
or employees of the Adviser, underwriter and any provider of
accounting-related services to the Trust of concerns regarding
questionable accounting or auditing matters.

4. Review, annually, with Trust management and the independent
auditors, policies for valuation of Trust portfolio securities, and the
frequency and magnitude of pricing errors.

C. Independent Auditors

1. Approve, and recommend to the Board, the appointment, retention
or termination of the independent auditors, and approve the fees and other
compensation to be paid to the independent auditors. Such selection shall
be pursuant to a written engagement letter approved by the Audit
Committee.

2. Pre-approve any engagement of the independent auditors to provide
any non-prohibited services to the Trust, including the fees and other
compensation to be paid to the independent auditors (unless an exception
is available under Rule 2-01 of Regulation S-X).

(a) The Chairman or any member of the Audit Committee may
grant the pre-approval of services to the Fund for non-prohibited
services up to $10,000. All such delegated pre-approvals shall be
presented to the Audit Committee no later than the next Audit
Committee meeting.

3. Pre-approve any engagement of the independent auditors, including
the fees and other compensation to be paid to the independent auditors, to
provide any non-audit services to the Adviser (or any "control affiliate"
of the Adviser providing ongoing services to the Trust), if the

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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.

4. On an annual basis, request, receive in writing and review a
report by the independent auditors describing:

(a) the independent auditors' internal quality-control
procedures;

(b) any material issues raised by the most recent internal
quality-control review, or peer review, of the independent auditors,
or by any inquiry or investigations by governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by the independent auditors, and any
steps taken to deal with any such issues; and

(c) all relationships between the independent auditors and the
Trust, so as to assess the auditors' independence, including
identification of all relationships the independent auditors have
with the Trust and all significant relationships the independent
auditors have with the Adviser (and any "control affiliate" of the
Adviser) and any material service provider to the Trust (including,
but not limited to, disclosures regarding the independent auditors'
independence required by Public Company Accounting Oversight Board
Rule 3526 and compliance with the applicable independence provisions
of Rule 2-01 of Regulation S-X).

In assessing the auditors' independence, the Audit Committee
shall take into account the opinions of Trust management. The
Committee will present its conclusions with respect to the
independent auditors to the Board, and recommend that the
Board take appropriate action, if any, in response to the
independent auditors' report to satisfy itself of the
independent auditors' independence.

5. On an annual basis, review and evaluate the lead audit partner
(such review to include consideration of whether, in addition to the
regular rotation of the lead audit partner as required by law, in order to
assure continuing auditor independence, there should be regular
consideration of rotation of the firm serving as independent auditors).

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6. On an annual basis, meet with the independent auditors and Trust
management to review the arrangements for and scope of the proposed audit
for the current year and the audit procedures to be utilized.

7. Review the management letter prepared by the independent auditors
and Trust management's response.

D. Financial Reporting Processes

1. If the Trust is a listed closed-end investment company,

(a) Review with Trust management and the independent
auditors, (i) the Trust's audited financial statements and recommend
to the Board, if appropriate, that the audited financial statements
be included in the Trust's annual report to shareholders required by
Section 30(e) of the Investment Company Act of 1940 and Rule 30d-1
thereunder and (ii) narrative disclosure analogous to the
"Management's Discussion of Fund Performance," if any is included in
such annual report to shareholders.

(b) Review with Trust management and the independent auditors
the Trust's semi-annual financial statements and narrative
disclosure analogous to the "Management's Discussion of Fund
Performance," if any is included in such semi-annual report to
shareholders.

(c) Review the Trust's policy and procedures with respect to
declaring dividends and issuing dividend announcements and related
press releases, as well as financial information and dividend
guidance provided to analysts and rating agencies.

2. Review with Trust management and the independent auditors the
matters that auditing professional standards require to be communicated to
the Audit Committee, including, but not limited to, the matters required
to be discussed by Statement on Auditing Standards No. 114, including:

o the independent auditors' judgments about the quality, and
not just the acceptability, of the Trust's accounting principles as
applied in its financial reporting;

o the process used by Trust management in formulating
estimates and the independent auditors' conclusions regarding the
reasonableness of those estimates;

o all significant adjustments arising from the audit, whether
or not recorded by the Trust;

o when the independent auditors are aware that Trust
management has consulted with other accountants about significant
accounting and auditing matters, the independent auditors' views
about the subject of the consultation;

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o any disagreements with Trust management regarding accounting
or reporting matters;

o any difficulties encountered in the course of the audit,
including any restrictions on the scope of the independent auditors'
activities or on access to requested information; and

o significant deficiencies in the design or operation of
internal controls.

3. The independent auditors shall report, within 90 days prior to
the filing of the Trust's annual financial statements with the SEC, to the
Audit Committee:

(a) all critical accounting policies and practices to be used;

(b) all alternative treatments of financial information within
GAAP for policies and practices related to material items that have
been discussed with Trust management, the ramifications of the use
of such alternative disclosures and treatments, and the treatment
preferred by the independent auditor;

(c) other material written communications between the
independent auditors and Trust management including, but not limited
to, any management letter or schedule of unadjusted differences; and

(d) all non-audit services provided to an entity in the
"investment company complex" as defined in paragraph (f)(14) of Rule
2-01 of Regulation S-X that were not pre-approved by the Audit
Committee.

4. Review, annually, with Trust management and the independent
auditors, the Trust's "disclosure controls and procedures" and the Trust's
"internal control over financial reporting" as defined in Rule 30a-3(c)
and (d) under the Investment Company Act of 1940.

5. Review with Trust management and the independent auditors a
report by Trust management covering any Form N CSR and Form N Q filed, and
any required certification of such filing, along with the results of Trust
management's most recent evaluation of the Trust's "disclosure controls
and procedures" and "internal control over financial reporting."

E. Process Improvements

Review with the independent auditors and Trust management significant
changes or improvements in accounting and auditing processes that have
been implemented.

F. Legal and Compliance

1. Review any legal or regulatory matters that arise that could have
a material impact on the Trust's financial statements.

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2. Review policies and procedures with respect to financial
statement risk assessment and risk management, including the steps Trust
management has taken to monitor and control such risk exposures.

3. Establish clear hiring policies for the Trust with respect to
employees or former employees of the independent auditors.

G. Other Responsibilities

1. Review, annually, the performance of the Audit Committee.

2. If the Trust is a closed-end investment company, prepare the
report required by Item 407(d)(3)(i) of Regulation S-K for inclusion in
the Trust's proxy statement if the proxy statement relates to the election
of Board members of the Trust.

3. Investigate any other matter brought to its attention within the
scope of its duties, and have the authority in its discretion to retain
legal, accounting or other experts or consultants to advise the Audit
Committee, at the expense of the Trust, if, in the Committee's judgment,
that is appropriate.

4. Perform any other activities consistent with this Charter, the
Trust's Charter, By-Laws and governing law, as the Audit Committee or the
Board deems necessary or appropriate.

5. Maintain minutes of Committee meetings; report its significant
activities to the Board; and make such recommendations to the Board as the
Audit Committee may deem necessary or appropriate.

V. FUNDING

The Audit Committee shall receive appropriate funding, as determined by
the Audit Committee, for payment of (i) compensation to the independent auditors
for approved audit or non-audit services for the Trust; (ii) compensation to any
legal, accounting or other experts or consultants retained by the Audit
Committee pursuant to Section IV.G.3 above and (iii) ordinary administrative
expenses of the Audit Committee that are necessary or appropriate in carrying
out its duties.

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BACKGROUND AND DEFINITIONS
FOR
AUDIT COMMITTEE CHARTER

The following is supplemental information regarding the Audit Committee
Charter designed to provide the Audit Committee background information and
definitions to assist the Committee in fulfilling its responsibilities under the
Charter.

I. COMPOSITION

An "audit committee financial expert" of a company is defined as a
person who has all of the following attributes: (1) an understanding of
generally accepted accounting principles ("GAAP") and financial statements; (2)
the ability to assess the general application of GAAP in connection with the
accounting for estimates, accruals and reserves; (3) experience preparing,
auditing, analyzing or evaluating financial statements that present a breadth
and level of complexity of accounting issues that are generally comparable to
the breadth and complexity of issues that can reasonably be expected to be
raised by the company's financial statements, or experience actively supervising
one or more persons engaged in such activities; (4) an understanding of internal
controls and procedures for financial reporting; and (5) an understanding of
audit committee functions. An audit committee financial expert must have
acquired such attributes through any one or more of the following: (1) education
and experience as a principal financial officer, principal accounting officer,
controller, public accountant or auditor or experience in one or more positions
that involve the performance of similar functions (or active supervision of such
persons); or (2) experience overseeing or assessing the performance of companies
or public accountants with respect to the preparation, auditing or evaluation of
financial statements; or (3) other relevant experience.

If the Trust is listed on the New York Stock Exchange, at least one
member of the Audit Committee must have accounting or related financial
management expertise, as the Board interprets such qualification in its business
judgment.

II. RESPONSIBILITIES AND DUTIES

A. Pre-Approval Not Required

Under Section 10A(h)(i)(1)(B) of the Securities Exchange Act of 1934
and Rule 2-01 under Regulation S-X (Section (c)(7)), pre-approval of non-audit
services for the Trust pursuant to Section IV.C. 2 is not required, if:

1. the aggregate amount of all non-audit services provided to
the Trust is no more than 5% of the total fees paid by the Trust to the
independent auditors during the fiscal year in which the non-audit
services are provided;

2. the services were not recognized by Trust management at the
time of the engagement as non-audit services; and

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3. such services are promptly brought to the attention of the
Audit Committee by Trust management and the Audit Committee approves
them (which may be by delegation) prior to the completion of the audit.

Under Section 10A(h)(i)(1)(B) of the Securities Exchange Act of 1934
and Rule 2-01 under Regulation S-X (Section (c)(7)), pre-approval of non-audit
services for the Adviser (or any affiliate of the Adviser providing ongoing
services to the Trust) pursuant to Section IV.C.3 is not required, if:

1. the aggregate amount of all non-audit services provided is
no more than 5% of the total fees paid to the Trust's independent
auditors by the Trust, the Adviser and any "control affiliate" of the
Adviser providing ongoing services to the Trust during the fiscal year
in which the non-audit services are provided;

2. the services were not recognized by Trust management at the
time of the engagement as non-audit services; and

B. Control Affiliate

As used in Section IV.C.3, "control affiliate" means any entity
controlling, controlled by, or under common control with the Adviser.

C. Prohibited Non-Audit Services

Under Section 10A(g) of the Securities Exchange Act of 1934 and Rule
2-01 under Regulation S-X (Section (c)(4)), an auditor is not independent if, at
any point during the audit and professional engagement period, the auditor
provides certain non-audit services to an audit client. As referred to in
Section IV.C.2, these prohibited non-audit services would include:

1. bookkeeping or other services related to the accounting
records or financial statements of the Trust;

2. financial information systems design and implementation;

3. appraisal or valuation services, fairness opinions, or
contribution- in-kind reports;

4. actuarial services;

5. internal audit outsourcing services;

6. management functions or human resources;

7. broker or dealer, investment adviser, or investment banking
services;

8. legal services and expert services unrelated to the audit; and

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9. any other services that the Public Company Accounting
Oversight Board determines are impermissible.

D. Other Definitions

"Investment company complex" includes: (1) an investment company and
its investment adviser or sponsor; (2) any entity controlled by or controlling
an investment adviser or sponsor in (1) above, or any entity under common
control with any investment adviser or sponsor in (1) above if the entity: (A)
is an investment adviser or sponsor or (B) is engaged in the business of
providing administrative, custodian, underwriter, or transfer agent services to
any investment company, investment adviser, or sponsor; and (3) an investment
company or entity that would be an investment company but for the exclusions
provided by Section 3(c) of the 1940 Act that has an investment adviser or
sponsor included in (1) and (2) above. Investment adviser does not include a
subadviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser. Sponsor is an entity that
establishes a unit investment trust.

"Disclosure controls and procedures" means controls and other
procedures of a registered management investment company that are designed to
ensure that information required to be disclosed by the investment company on
Form N-CSR and Form N-Q is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an investment company in the
reports that it files or submits on Form N-CSR and Form N-Q is accumulated and
communicated to the investment company's management, including its principal
executive officer or officers and principal financial officer or officers, or
person performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.

"Internal control over financial reporting" is a process designed by,
or under the supervision of, the Trust's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
Trust's Board, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP and includes
those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and
dispositions of the assets of the Trust;

2. Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with GAAP, and that receipts and expenditures of
the Trust are being made only in accordance with authorization
of management and directors of the Trust; and

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3. Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the Trust's assets that could have a material effect on the
financial statements.

The report to be prepared by the Audit committee to be included in the
annual proxy statement is governed by Item 407(d)(3)(i) of Regulation S K, which
requires each proxy statement relating to a shareholder meeting at which
directors are to be elected to include a report, followed by the name of each
Audit Committee member, stating whether: (1) the Committee has reviewed and
discussed the audited financial statements with management, (2) the Committee
has discussed with the independent auditors the matters required to be discussed
by SAS 114, (3) the Committee has received the written disclosures and the
letter from the independent auditors required by Public Company Accounting
Oversight Board Rule 3526, and has discussed with the independent auditors their
independence, and (4) based on the review and discussions referred to in
paragraphs (1) through (3), the Audit Committee recommended to the Board that
the audited financial statements be included in the Trust's annual report to
shareholders required by Section 30(e) of the Investment Company Act of 1940 and
Rule 30d 1 thereunder.

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APPENDIX A

FUNDS THAT HAVE APPROVED THIS
AUDIT COMMITTEE CHARTER

FUND

Claymore Dividend & Income Fund
Claymore Exchange-Traded Funds Trust
Claymore Exchange-Traded Funds Trust 2
Claymore/Guggenheim Strategic Opportunities Fund
Fiduciary/Claymore MLP Opportunity Fund
Madison/Claymore Covered Call & Equity Strategy Fund
Old Mutual/Claymore Long-Short Fund
TS&W/Claymore Tax-Advantaged Balanced Fund

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PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735

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: X

KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND

FOR WITHHOLD FOR ALL To withhold authority to vote for any individual
ALL ALL EXCEPT nominee(s), mark "For All Except" and write the
number(s) of the nominee(s) on the line below.
1. Election of Trustees:
Class II Nominees: 0 0 0
01) Howard H. Kaplan
02) Ronald A. Nyberg ------------------------------------------------

2. To transact such other business as may properly come before the Annual
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 ANNUAL
MEETING:
The Statement is available at www.proxyvote.com
--------------------------------------------------------------------------------

SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
ANNUAL MEETING OF SHAREHOLDERS

JULY 20, 2010

The annual meeting of shareholders of Fiduciary/Claymore MLP Opportunity Fund
(the "Fund") will be held at the offices of the Fund, 2455 Corporate West
Drive, Lisle, Illinois, 60532, on Tuesday, July 20, 2010, at 8:00 A.M. Central
Time (the "Annual Meeting"). The undersigned hereby appoints each of 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 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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