JOINT INSUREDS AGREEMENT
THIS AGREEMENT is made effective as of the 21st day of April, 2008, by and
between DREMAN/CLAYMORE DIVIDEND & INCOME FUND, a Delaware statutory trust
("DCS"), OLD MUTUAL/CLAYMORE LONG-SHORT, a Massachusetts business trust ("OLA"),
CLAYMORE/XXXXXXX JAMES SB-1 EQUITY FUND, a Delaware statutory trust ("RYJ"),
CLAYMORE/GUGGENHEIM STRATEGIC OPPORTUNITIES FUND, a Delaware statutory trust
("GOF"), TS&W/CLAYMORE TAX-ADVANTAGED BALANCED FUND, a Delaware statutory trust
("TYW"), MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND, a Delaware
statutory trust ("MCN"), MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE
MUNICIPAL FUND, a Delaware statutory trust ("MZF"), FIDUCIARY/CLAYMORE MLP
OPPORTUNITY FUND, a Delaware statutory trust ("FMO") and FIDUCIARY/CLAYMORE
DYNAMIC EQUITY FUND, a Delaware statutory trust ("HCE") (DCS, OLA, RYJ, GOF,
TYW, MCN, MZF, FMO and HCE are collectively referred to herein as the "Trusts"
or singularly as a "Trust").
The Trusts have been named as insureds under a joint Investment Company
Blanket Bond issued by ICI Mutual Insurance Company (the "Bond") with a limit of
liability that may be changed from time to time ("Bond Amount"). The Trusts
desire to enter into this Agreement in accordance with the requirements of Rule
17g-1(f) to assure that the premium for the Bond and any proceeds received under
the Bond are allocated in an equitable and proportionate manner.
The Trusts, therefore, agree that:
1. Allocation of Premium. The portion of the premium paid by each Trust
shall be allocated among the Trusts based upon the minimum amount of
coverage required under Rule 17g-1 under the Investment Company Act of
1940, as amended, based on their respective assets under management as
of the date of the Allocation Event. The current allocations are set
forth in Exhibit A. From time to time adjustments may be made to the
portion of the premiums theretofore paid by a Trust, based on a
subsequent change or changes in the net assets of one or more Trusts
or the addition or withdrawal of a Trust from the Bond.
2. Allocation Event. The allocation of the Bond premium shall be
determined as of the initial date of each Bond period, as of each date
when a Trust is added to this Agreement or when this Agreement is
terminated as to a Trust and when the premium amount increases because
of an increase in the Bond Amount during the Bond period. When a Trust
is added to the Bond, the existing Trusts shall receive a
reimbursement for the decreased amount of premium to be paid for the
Bond period as a result of the addition of the Trust unless Claymore
Advisors, LLC, the administrator for each Trust ("Administrator"),
determines that the cost of refunding the excess premium would meet or
exceed the amount of premium to be refunded. When Trusts are
subtracted, there shall be no change in amounts owed by the Trusts.
3. Allocation of Coverage. In the event any recovery is received under
the Bond as a result of a loss sustained by any Trust and by the other
named insureds, each
Trust shall receive an equitable and proportionate share of the
recovery but in no event less than the amount it would have received
had it provided and maintained a single insured bond with the minimum
coverage required by paragraph (d)(1) of Rule 17g-1. The remaining
amount of any recovery, if any, shall then be applied to the claims of
the Trusts based on the premiums paid by the respective Trusts.
4. Agent. The Administrator is hereby appointed as the agent for the
Trusts for the purpose of making, adjusting, receiving and enforcing
payment of all claims under the Bond and otherwise dealing with ICI
Mutual Insurance Company with respect to the Bond. Any expenses
incurred by the Administrator in its capacity as agent in connection
with a claim shall be shared by the Trusts in proportion to the Bond
proceeds received by the Trusts for the loss. All other expenses
incurred by the Administrator in its capacity as agent shall be shared
by the Trusts in the same portion as their premium allocation.
5. Modification and Termination. This Agreement, including Exhibit A, may
be modified or amended from time to time by mutual written agreement
among the Trusts. Additional registered investment companies for which
the Administrator serves as the administrator may be made a party to
this Agreement and upon the approval of the Board of Trustees of each
party to the Agreement, will be added to the Agreement by the
execution of a revised Exhibit A. The addition of a party shall
trigger an Allocation Event. This Agreement may be terminated with
respect to any one Trust by not less than 75 days' written notice to
the other Trusts. It shall terminate as to any party as of the date
that such party ceases to be an insured under the Bond; provided that
such termination shall not affect such party's rights and obligations
hereunder with respect to any claims on behalf of such party which are
paid under the Bond by ICI Mutual Insurance Company after the date
such party ceases to be an insured under the Bond. The Agreement shall
continue as to the remaining parties, but shall trigger an Allocation
Event.
6. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date and year first above written.
DREMAN/CLAYMORE DIVIDEND & INCOME FUND
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Chief Financial Officer, Chief
Accounting Officer and Treasurer
OLD MUTUAL/CLAYMORE LONG-SHORT FUND
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Chief Financial Officer, Chief
Accounting Officer and Treasurer
CLAYMORE/XXXXXXX JAMES SB-1 FUND
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Chief Financial Officer, Chief
Accounting Officer and Treasurer
MADISON/CLAYMORE COVERED CALL & EQUITY
STRATEGY FUND
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Chief Financial Officer, Chief
Accounting Officer and Treasurer
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FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Chief Financial Officer, Chief
Accounting Officer and Treasurer
FIDUCIARY/CLAYMORE DYNAMIC EQUITY FUND
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Chief Financial Officer, Chief
Accounting Officer and Treasurer
TS&W/CLAYMORE TAX-ADVANTAGED BALANCED FUND
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Chief Financial Officer, Chief
Accounting Officer and Treasurer
MBIA CAPITAL/CLAYMORE MANAGED DURATION
INVESTMENT GRADE MUNICIPAL FUND
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Chief Financial Officer, Chief
Accounting Officer and Treasurer
4
CLAYMORE/GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Chief Financial Officer, Chief
Accounting Officer and Treasurer
Dated: April 21, 2008
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EXHIBIT A
JOINT INSUREDS AGREEMENT
X. Xxxx Period: March 31, 2008 through March 31, 2009.
X. Xxxx Amount: $6,875,000
C. ALLOCATION OF ANNUAL PREMIUM ($25,833)
TRUST:
Dreman/Claymore Dividend & Income Fund $4,697
Old Mutual/Claymore Long-Short Fund $2,818
Claymore/Xxxxxxx James SB-1 Fund $2,255
Madison/Claymore Covered Call & Equity Strategy Fund $2,818
Fiduciary/Claymore MLP Opportunity Fund $3,382
Fiduciary/Claymore Dynamic Equity Fund $1,972
TS&W/Claymore Tax-Advantaged Balanced Fund $2,818
MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund $2,255
Claymore/Guggenheim Strategic Opportunities Fund $2,818
A-1
