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 ss.240.14a-12

Fiduciary/Claymore MLP Opportunity 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.

FAMCO CLAYMORE(SM)
--------------------------
FIDUCIARY ASSET MANAGEMENT
--------------------------

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

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NOTICE OF SPECIAL 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 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 21, 2009, at 11:00
a.m., Central time. The Annual Meeting is being held for the following purposes:

1. To elect two Trustees as Class I 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 OF THE FUND (THE "BOARD"), 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 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 15, 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 IF YOUR PROXY CARD (OR VOTE BY TELEPHONE OR THROUGH
THE INTERNET PURSUANT TO THE INSTRUCTIONS CONTAINED ON THE PROXY CARD) TODAY.

FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND

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PROXY STATEMENT

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FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 21, 2009

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 Monday,
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 11:00 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 15,
2009.

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 proposals at the Annual Meeting:

1. To elect two Trustees as Class I Trustees (Mr.
Randall C. Barnes and Mr. Joseph E. Gallagher, Jr.
are the nominees) to serve until

the Fund's 2012 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 Monday, 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.

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

The Board, including the Independent Trustees, unanimously
recommends that you vote "FOR ALL" of the nominees for the
Board of Trustees listed in the Proxy Statement.

o WHO IS ELIGIBLE TO VOTE?

Shareholders of record of the Fund at the close of business on
May 29, 2009 (the "Record Date"), are entitled to be present
and to vote at the Annual Meeting or any adjournment or
postponement thereof. Each Share is entitled to one vote.

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 record your
voting instructions via telephone or the Internet so your
Shares will be represented at the Annual Meeting. 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 (888) 991-0091
to obtain directions to the site of the Annual Meeting.

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.

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.

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
18,425,752 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 I
Trustees (Mr. Randall C. Barnes and Mr. Joseph E. Gallagher, Jr. are the
nominees) to serve until the Fund's 2012 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, Mr. Nicholas Dalmaso and Mr. Joseph E.
Gallagher, Jr. are the Class I Trustees of the Fund. Mr. Dalmaso's term
will expire at the Annual Meeting and he is not standing for election
at the Annual Meeting. Mr. Barnes and Mr. Gallagher are standing for
election at the Annual Meeting. It is currently anticipated that Class
I Trustees will next stand for election at the Fund's 2012 annual
meeting of shareholders.

CLASS II TRUSTEES

- Mr. Howard H. Kaplan and Mr. Ronald A. Nyberg are the Class II
Trustees of the Fund. It is currently anticipated that the Class II
Trustees will next stand for election at the Fund's 2010 annual meeting
of shareholders.

CLASS III TRUSTEES

- Mr. Robert B. Karn III, Mr. John M. Roeder and Mr. Ronald E. Toupin,
Jr. are the Class III Trustees of the Fund. It is currently anticipated
that the Class III Trustees will next stand for election at the Fund's
2011 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. Based on a recommendation from the Nominating and
Governance Committee of the Board and 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 seven Trustees upon the expiration of the current term of
Mr. Dalmaso at the Annual Meeting. Mr. Dalmaso is not standing for election at
the Annual Meeting. In connection with the reduction in the size of the Board,
Mr.

Gallagher has been reclassified as a Class I Trustee of the Fund and, along with
Mr. Barnes, will stand for election at the Annual Meeting. The reclassification
of Mr. Gallagher as a Class I Trustee ensures that each class of Trustees
includes at least two Trustees and the classification of the Board complies with
applicable NYSE requirements.

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

Randall C. Barnes(3) Trustee Trustee Private Investor. Formerly, Senior Vice 44 None.
Year of birth: 1951 since 2005 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.

Howard Kaplan Trustee Trustee Partner of Stinson Morrison Hecker LLP, 1 None.
Year of birth: 1969 since 2004 a law firm providing legal advice in
corporate, transaction 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, 1 Director of
Year of birth: 1942 since 2004 Managing Partner, Financial and Economic Peabody Energy
Consulting, St. Louis Office of Arthur Company GP,
Andersen, LLP. Natural Resource
Partners LLC
and Kennedy
Capital
Management, Inc.

John M. Roeder Trustee Trustee Financial consultant (1999- present). 1 Director, LMI
Year of birth: 1943 since 2004 Formerly Director in Residence at The Aerospace
Institute for Excellence in Corporate
Governance of the University of Texas
at Dallas School of Management
(2005-2008). Formerly, Office Managing
Partner, Arthur Andersen, (1966-1999).

Ronald A. Nyberg Trustee Trustee Partner of Nyberg & Cassioppi, LLC, a 46 None.
Year of birth: 1953 since 2004 law firm specializing in Corporate Law,
Estate Planning and Business Transactions
(2000-present). Formerly, Executive Vice
President, General Counsel and Corporate
Secretary of Van Kampen Investments
(1982-1999).

Ronald E. Trustee Trustee Retired. Formerly, Vice President, 43 None.
Toupin, Jr. since 2004 Manager and Portfolio Manager of Nuveen
Year of birth: 1958 Asset 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).

INTERESTED TRUSTEES+:

Joseph E. Trustee Trustee Executive Managing Director and Chief 1 None.
Gallagher, Jr.(3) since 2004 Operating Officer of Fiduciary Asset
Year of birth: 1956 Management, LLC (1994-present). Member
of the St. Louis Chapter of the National
Association for Business Economics.

Nicholas Trustee Trustee Attorney. Formerly, Senior Managing 45 None.
Dalmaso(4) since 2004 Director and Chief Administrative
Year of birth: 1965 Officer (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).

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+ "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. Mr. Dalmaso is an interested person of the Funds 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 Funds 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. In
connection with a reclassification, vacancy or otherwise, a Trustee may
serve a shorter term so that he will next stand for election at the
same annual meeting of shareholders at which the other Trustees in the
class for which he serves next stand for election.

(3) Nominee for election as a Trustee at the Annual Meeting.

(4) Mr. Dalmaso is not standing for re-election at the Annual Meeting and
will only hold office until the expiration of his current term at the
Annual Meeting.

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

Kevin M. Robinson Chief Since Senior Managing Director, General Counsel and Corporate
Year of birth: 1959 Legal 2008 Secretary (2007-present) of Claymore Advisors, LLC and
Officer 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 Senior Managing Director of Claymore Advisors, LLC
Year of birth: 1964 Financial 2004 and Claymore Securities, Inc. (2005- present). Formerly,
Officer, Chief Financial Officer (2005-2006) Claymore Group Inc.
Chief Managing Director of Claymore Advisors, LLC and
Accounting Claymore Securities, Inc. (2003-2005). Previously,
Officer and Treasurer of Henderson Global Funds and Operations
Treasurer 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 Vice President - Fund Compliance Officer of Claymore
Year of birth: 1957 Compliance 2006 Securities, Inc. (Feb. 2006-present). Chief Compliance
Officer 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 Vice President, Assistant General Counsel of Claymore
Year of birth: 1978 2008 Group Inc. (2007-present). Secretary of certain funds in the
Fund Complex. Previously, Law Clerk, Idaho State Courts (2003-2006).

James Howley Assistant Since Vice President, Fund Administration of Claymore
Year of birth: 1972 Treasurer 2007 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 Vice President, Fund Administration (2006-present) of
Year of birth: 1972 Treasurer 2008 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 Vice President, Fund Administration-Tax (2005-present) of
Year of birth: 1959 Treasurer 2008 Claymore Advisors, LLC and Claymore Securities, Inc.;
Assistant Treasurer of certain funds in the Fund Complex.
Formerly, Senior Manager (1999-2005) for Ernst & Young LLP.

Melissa J. Nguyen Assistant Since Vice President, Assistant General Counsel of Claymore
Year of birth: 1978 Secretary 2006 Group Inc. (2005-present). Secretary of certain funds in the
Fund Complex. Formerly, Associate, Vedder Price P.C.
(2003-2005).

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

Charles D. Walbrandt Vice Since Founding Principal, Chief Executive Officer & Chief
Year of birth: 1938 President 2008 Investment Officer of Fiduciary Asset Management, LLC
(1994-Present).

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(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 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.

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.

The Audit Committee is governed by a written charter, the most recent
version of which was approved by the Board on October 16, 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 Fund's Audit Committee
Charter was attached as Appendix B to the Fund's 2007 proxy statement.

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 Indendence 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.

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 Nominating and Governance Committee Charter is attached as
Appendix A hereto.

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 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.

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" that are set forth as Appendix B to
the Nominating and Governance Committee Charter, which is attached as Appendix A
hereto. 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
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 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 over $100,000 over $100,000
Howard H. Kaplan $1-$10,000 $1-$10,000
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:
Nicholas Dalmaso None None
Joseph E. Gallagher, Jr. None None

As of May 29, 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.

BOARD MEETINGS

During the Fund's fiscal year ended November 30, 2008, the Board held
five meetings; the Audit Committee held two meetings and the 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 November 30, 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 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, 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 $22,500 $285,688
Howard H. Kaplan $22,500 $47,000
Robert B. Karn III $24,000 $50,000
Ronald A. Nyberg $24,000 $390,688
John M. Roeder $22,500 $47,000
Ronald E. Toupin, Jr. $24,750 $319,563

------------------------
(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, including the Independent Trustees, unanimously recommends
that you vote "FOR ALL" of the nominees for the Board of Trustees listed in the
Proxy Statement.

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 (888) 991-0091 to obtain
directions to the site of the Annual Meeting.

The Agreement and Declaration of Trust of the Fund requires the
presence of a quorum for each matter to be acted upon at the Annual Meeting. The
holders of a majority of the Shares outstanding, present in person or
represented by proxy, constitute a quorum for purposes of the proposal. Votes
withheld and broker non-votes will be counted as present 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 SUB-ADVISERS

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.

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, 2009, the Sub-Adviser supervised and managed
approximately $11.1 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:

2008 FISCAL YEAR 2007 FISCAL YEAR
---------------- ----------------
$58,800 $56,000

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 two most recent fiscal years were in the following amounts:

2008 FISCAL YEAR 2007 FISCAL YEAR
---------------- ----------------
$0 $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:

2008 FISCAL YEAR 2007 FISCAL YEAR
---------------- ----------------
$18,000 $41,200

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.

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:

2008 FISCAL YEAR 2007 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:

2008 FISCAL YEAR 2007 FISCAL YEAR
---------------- ----------------
$18,000 $41,200

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 B to the Fund's 2007 proxy statement,
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-prohibited services to the
Adviser up to $10,000. All such delegated pre-approvals shall
be presented to the Audit Committee no later than the next
Audit Committee meeting.

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 Investment Adviser, or any entity controlling, controlled
by, or under common control with the Investment Adviser that provides ongoing
services to the Fund that are related to the operations of the Fund for the
fiscal years ended November 30, 2008, and November 30, 2007.

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 Exchange Act 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 the Fund's fiscal year ended
November 30, 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
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.

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 the Fund's 2010 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 15, 2010. 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 23, 2010 nor later than the close of business on April 22,
2010 (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 21, 2009

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 15, 2009

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-two (72).

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

Dreman/Claymore Dividend & Income Fund

Fiduciary/Claymore Dynamic Equity Fund

Fiduciary/Claymore MLP Opportunity Fund

Madison/Claymore Covered Call Fund

Old Mutual/Claymore Long-Short Fund

TS&W/Claymore Tax-Advantaged Balanced Fund

Claymore/Guggenheim Strategic Opportunities Fund

Claymore Exchange-Traded Fund Trust

Claymore Exchange-Traded Fund Trust 2

Claymore Exchange-Traded Fund Trust 3

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

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 KEEP THIS PORTION
BLUE OR BLACK INK AS FOLLOWS: M15535-P82486 FOR YOUR RECORDS
-------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY DETACH AND RETURN THIS PORTION ONLY
WHEN SIGNED AND DATED.

FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND

1. Election of Trustees: For Withhold For All To withhold authority to vote for any individual
All All Except nominee(s), mark "For All Except" and write the
Class I Nominees: number(s) of the nominee(s) on the line below.
0 0 0
01) Randall C. Barnes
02) Joseph E. Gallagher, Jr

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.

--------------------------------------------------------------------------------
M15536-P82486

Solicited on behalf of the Board of Trustees
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
Annual Meeting of Shareholders
July 21, 2009

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 21, 2009, at 11:00 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.