0000921895-11-000711.txt : 20110405 0000921895-11-000711.hdr.sgml : 20110405 20110405165354 ACCESSION NUMBER: 0000921895-11-000711 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110405 DATE AS OF CHANGE: 20110405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TS&W / CLAYMORE TAX-ADVANTAGED BALANCED FUND CENTRAL INDEX KEY: 0001280226 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84468 FILM NUMBER: 11740691 BUSINESS ADDRESS: STREET 1: 2455 CORPORATE WEST DRIVE CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 630-505-3700 MAIL ADDRESS: STREET 1: 2455 CORPORATE WEST DRIVE CITY: LISLE STATE: IL ZIP: 60532 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 SC 13D/A 1 sc13da506290042_04042011.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D sc13da506290042_04042011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 5)1

TS&W/Claymore Tax-Advantaged Balanced Fund
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

87280R108
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 4, 2011
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
950,037
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
950,037
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
950,037
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%
14
TYPE OF REPORTING PERSON
 
OO

 
2
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
ARTHUR D. LIPSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
950,037
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
950,037
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
950,037
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%
14
TYPE OF REPORTING PERSON
 
IN

 
3
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
346,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
346,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
346,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
279,877
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
279,877
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
279,877
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
323,754
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
323,754
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
323,754
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
PN

 
6
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
- 0 -
14
TYPE OF REPORTING PERSON
 
CO

 
7
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
405,966
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
405,966
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
405,966
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
14
TYPE OF REPORTING PERSON
 
OO

 
8
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
87,536
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
87,536
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,536
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
OO

 
9
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
493,502
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
493,502
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
493,502
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
14
TYPE OF REPORTING PERSON
 
OO

 
10
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
ROBERT FERGUSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
493,502
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
493,502
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
493,502
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
14
TYPE OF REPORTING PERSON
 
IN

 
11
 
CUSIP NO. 87280R108
 
1
NAME OF REPORTING PERSON
 
SCOTT FRANZBLAU
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
493,502
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
493,502
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
493,502
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
14
TYPE OF REPORTING PERSON
 
IN

 
12
 
CUSIP NO. 87280R108
 
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
(a) This statement is filed by Western Investment LLC, a Delaware limited liability company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), Western Investment Activism Partners LLC, a Delaware limited liability company (“WIAP”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”), Western Investment Total Return Fund Ltd., a Cayman Islands corporation (“WITRL”), Arthur D. Lipson (together with WILLC, WIHP, WIAP, WITRP and WITRL, the “Western Entities”), Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”), Benchmark Plus Partners, L.L.C., a Delaware limited liability company (“BPP”), Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), Scott Franzblau and Robert Ferguson (together with BPIP, BPP, BPM and Mr. Franzblau, the “Benchmark Entities”).  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
WILLC provides recommendations from time to time to BPIP and BPP with respect to purchases and sales of Shares of the Issuer, pursuant to an oral agreement between WILLC and BPIP and WILLC and BPP.
 
WILLC has sole voting and investment power over WIHP’s, WIAP’s, WITRP’s and WITRL’s security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC’s voting and investment decisions.  BPM is the managing member of each of BPIP and BPP, and Messrs. Franzblau and Ferguson, in their roles as managing members of BPM, have sole voting and investment control over BPIP’s and BPP’s security holdings.
 
Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b) The principal business address of each of WILLC, WIHP, WIAP, WITRP and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047.  The principal business address of WITRL is c/o dms Management, P.O. Box 31910, dms House, 20 Genesis Close, Grand Cayman KY1-1208, Cayman Islands.  The officers and directors of WITRL and their principal occupations and business addresses are set forth on Schedule A annexed hereto and incorporated by reference in this Item 2.
 
The principal business address of each of BPIP, BPP, BPM, Mr. Franzblau and Mr. Ferguson is 820 A Street, Suite 700, Tacoma, Washington 98402.
 
(c) The principal business of WILLC is acting as the investment manager of WITRL, the managing member of WIAP and the general partner of each of WIHP and WITRP.  The principal occupation of Mr. Lipson is acting as managing member of WILLC.  The principal business of each of WIHP, WITRP, WIAP and WITRL is acquiring, holding and disposing of investments in various companies.
 
 
13
 
CUSIP NO. 87280R108
 
The principal business of each of BPIP and BPP is acquiring, holding and disposing of investments in various companies.  The principal business of BPM is acting as the managing member of each of BPIP and BPP.  The principal occupation of Mr. Ferguson is acting as a managing member of BPM.  The principal occupation of Mr. Franzblau is acting as a managing member of BPM.
 
(d) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f) Messrs. Lipson, Ferguson and Franzblau are citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 950,037 Shares beneficially owned by WILLC is approximately $9,337,493.  The Shares beneficially owned by WILLC consist of 406 Shares that were acquired with WILLC’s working capital, 346,000 Shares that were acquired with WIHP’s working capital, 279,877 Shares that were acquired with WIAP’s working capital and 323,754 Shares that were acquired with WITRP’s working capital..
The aggregate purchase price of the 493,502 Shares beneficially owned by BPM is approximately $4,951,698.  The Shares beneficially owned by BPM consist of 405,966 Shares that were acquired with BPIP’s working capital and 87,536 Shares that were acquired with BPP’s working capital.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On April 4, 2011, WILLC, WIHP, WIAP, WITRP and WITRL (collectively, the “Western Funds”) announced they were commencing a partial cash tender offer for up to 800,000 Shares for a price (the “Offer Price”), net to the seller in cash (subject to applicable withholding taxes and any brokerage fees that may apply), without interest thereon, equal to 94.5% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange, on the Expiration Date (as defined below).  The Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
 
The tender offer expires at midnight (one minute after 11:59 P.M.), New York City Time, on April 29, 2011, unless the tender offer is extended (the “Expiration Date”).  If the Western Funds purchase all of the Shares they seek to purchase in the tender offer, then, after completion of the tender offer, the Western Funds will beneficially own approximately 11.4% of the outstanding Shares.  The tender offer is subject to the terms and conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, both of which are filed as exhibits to the Schedule TO filed by the Western Funds with the Securities and Exchange Commission on the date hereof (the “Schedule TO”).  The foregoing description of the tender offer is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Schedule TO and the exhibits thereto.  The Schedule TO is listed as Exhibit 99.2 hereto and incorporated herein by reference.
 
 
14
 
CUSIP NO. 87280R108
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 15,407,000 Shares outstanding, which is the total number of Shares outstanding as of December 31, 2010, as reported in the Issuer’s Certified Shareholder Report on Form N-CSR, filed with the Securities and Exchange Commission on March 9 , 2011.
 
As of the close of business on April 4, 2011, WIHP, WIAP and WITRP beneficially owned 346,000, 279,877 and 323,754 Shares, respectively, constituting approximately 2.2%, 1.8% and 2.1%, respectively, of the Shares outstanding.
 
As the general partner of each of WIHP and WITRP and the managing member of WIAP, WILLC may be deemed to beneficially own the 949,631 Shares owned in the aggregate by WIHP, WIAP and WITRP, constituting approximately 6.2% of the Shares outstanding, in addition to the 406 Shares it holds directly.
 
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 950,037 Shares beneficially owned by WILLC, constituting approximately 6.2% of the Shares outstanding.  As members of a group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Western Entities may be deemed to beneficially own the 493,502 Shares owned by the other Reporting Persons.  The Western Entities disclaim beneficial ownership of such Shares.
 
As of the close of business on April 4, 2011, BPIP and BPP beneficially owned 405,966 and 87,536 Shares, respectively, constituting approximately 2.6% and less than 1%, respectively, of the Shares outstanding.
 
As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 493,502 Shares owned in the aggregate by BPIP and BPP, constituting approximately 3.2% of the Shares outstanding.  As managing members of BPM, each of Messrs. Franzblau and Ferguson may be deemed to beneficially own the 493,502 Shares beneficially owned by BPM, constituting approximately 3.2% of the Shares outstanding.  As members of a group for the purposes of Rule 13d-5(b)(1) of the Exchange Act, the Benchmark Entities may be deemed to beneficially own the 950,037 Shares owned by the other Reporting Persons.  The Benchmark Entities disclaim beneficial ownership of such Shares.
 
Item 5(c) is hereby amended and restated to read as follows:
 
(c)           Schedule B annexed hereto lists all transactions in securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D.  All of such transactions were effected in the open market.
 
 
15
 
CUSIP NO. 87280R108
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On April 4, 2011, the Western Funds commenced a partial cash tender offer for up to 800,000 Shares, as described in further detail in Item 4.
 
On April 5, 2011, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Press Release issued by Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P. and Western Investment Total Return Fund Ltd., dated April 4, 2011.
 
 
99.2
Schedule TO dated April 4, 2011, filed by Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd. and Arthur D. Lipson (filed by the foregoing with the Securities and Exchange Commission on April 4, 2011 (SEC File No. 005-84468), and incorporated herein by reference).
 
 
99.3
Joint Filing Agreement, dated April 5, 2011, by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau and Robert Ferguson.
 
 
16
 
CUSIP NO. 87280R108
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  April 5, 2011
WESTERN INVESTMENT LLC
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
     
 
By:
Western Investment LLC
   
Managing Member
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
     
 
By:
Western Investment LLC
   
Investment Manager
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
 
 
17
 
CUSIP NO. 87280R108
 
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member


 
BENCHMARK PLUS PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member


 
BENCHMARK PLUS MANAGEMENT, L.L.C.
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member

 
/s/ Robert Ferguson
 
ROBERT FERGUSON

 
/s/ Scott Franzblau
 
SCOTT FRANZBLAU
 
 
18
 
CUSIP NO. 87280R108
 
SCHEDULE A
 
Directors and Officers of Western Investment Total Return Fund Ltd.

Name and Position
  
Principal Occupation
  
Principal Business Address
  
Citizenship
             
Don M. Seymour
Director
  
Businessperson
dms Management Ltd.
  
dms Management
P.O. Box 31910
dms House, 20 Genesis Close,
Grand Cayman KY1-1208, Cayman Islands
  
Cayman Islands
             
David Bree
Director
  
Businessperson
dms Management Ltd.
  
dms Management
P.O. Box 31910
dms House, 20 Genesis Close,
Grand Cayman KY1-1208, Cayman Islands
  
Cayman Islands
             
J.D. Clark & Co.
Secretary
  
Trust Company
  
2225 Washington Blvd.
Ogden, Utah 84401
  
United States
 
 
 
 
CUSIP NO. 87280R108
 
SCHEDULE B
 
Transactions in the Shares Since the Filing of Amendment No. 4 to the Schedule 13D
 
Date of
Purchase
Shares of Common Stock
Purchased
Price Per
Share ($)
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
 
02/14/11
300
  
10.9952
02/15/11
200
  
11.0285
02/16/11
800
  
10.9785
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
 
02/16/11
7,475
  
10.9453
02/17/11
7,917
  
10.9929
02/18/11
24,810
  
11.0657
02/22/11
2,175
  
11.0876
02/23/11
2,338
  
11.0756
02/24/11
4,980
  
11.0697
02/25/11
20,800
  
11.1467
02/28/11
15,300
  
11.2035
03/01/11
3,589
  
11.2053
03/17/11
1,400
  
10.7939
03/30/11
734
  
11.0161
 
 EX-99.1 2 ex991to13da506290042_040411.htm PRESS RELEASE, DATED APRIL 4, 2011 ex991to13da506290042_040411.htm
Exhibit 99.1
 
For more information, contact InvestorCom, Inc. at (877) 972-0090
 
WESTERN INVESTMENT LLC AND AFFILIATES COMMENCE TENDER OFFER
TO PURCHASE UP TO 800,000 SHARES OF COMMON STOCK OF TS&W /
CLAYMORE TAX-ADVANTAGED BALANCED FUND AT
94.5% OF NET ASSET VALUE PER SHARE
 
April 4, 2011 — Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Western Investment Activism Partners LLC and Western Investment Total Return Fund Ltd. (collectively, the “Western Funds”) are offering to purchase up to 800,000 of the outstanding shares of common stock, par value $0.01 (the “Shares”) of TS&W / Claymore Tax-Advantaged Balanced Fund (NYSE: TYW) from each of the shareholders of TYW upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 4, 2011 (the “Offer to Purchase”), and in the related Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the “Offer”).  The offer is for a price (the “Offer Price”), net to the seller in cash (subject to applicable withholding taxes and any brokerage fees that may apply), without interest thereon, equal to 94.5% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), on the Expiration Date (defined below).  The Shares are traded on the NYSE under the symbol “TYW”.  The NAV as of the close of the regular trading session of the NYSE on April 1, 2011 was $11.77 per Share.  During the pendency of the Offer, current NAV quotations can be obtained from various public websites that report prices of mutual funds and stocks under the symbol “XTYWX”.  Shareholders may also call InvestorCom, Inc., which is acting as Information Agent for the Offer, at (877) 972-0090 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday (except holidays) for current NAV quotations.
 
Shareholders of TYW will be able to obtain a free copy of the Offer to Purchase, related Letter of Transmittal and other Offer documents (when they become available) at a website maintained by the Western Funds at www.westerninvestmenttenderoffers.com or by contacting InvestorCom, Inc. by email at tywtender@investor-com.com or telephone at (877) 972-0090.  InvestorCom, Inc. will promptly deliver such documents to any requesting shareholder of TYW (by U.S. mail or Email, as requested).
 
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT (ONE MINUTE AFTER 11:59 P.M.), NEW YORK CITY TIME, ON APRIL 29, 2011 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”).
 
There are no conditions to the Offer based on a minimum number of Shares tendered, the availability of financing, or the success of the Offer.  However, the Offer is conditioned upon, among other things, (i) the absence of certain legal actions and proceedings which would prohibit or adversely affect consummation of the Offer, (ii) the absence of a competing tender offer, (iii) the absence of any material change with respect to the Western Funds’ or TYW’s financial condition, (iv) the absence of certain changes in the financial markets, (v) the absence of any action taken or authorized by TYW that, in the reasonable judgment of the Western Funds, could result in a material adverse effect on, or a material diminution in, the value of the Shares or the right to vote the Shares, including, but not limited to, the adoption of any anti-takeover measures, and (vi) that the Western Funds have not agreed with TYW to terminate the Offer.
 
 
 
 
 
The Western Funds expressly reserve the right, in their sole discretion, at any time and from time to time, (i) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Shares, (ii) upon the occurrence of any of the conditions specified in the Offer to Purchase prior to the Expiration Date, to terminate the Offer and not accept for payment any Shares, and (iii) to amend the Offer in any respect prior to the Expiration Date.  Notice of any such extension, termination, or amendment will promptly be disseminated to shareholders in a manner reasonably designed to inform shareholders of such change in compliance with Rule 14d-4(d) and 14d-6(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In the case of an extension of the Offer, such extension will be followed by a press release or public announcement which will be issued no laters than 9:00 a.m., Eastern Time, on the next business day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Act.
 
The Western Funds are making this Offer because they intend to increase their voting power with the objective of enhancing the value of the Shares.
 
Provided the conditions to the Offer are satisfied and the Western Funds accept a shareholder’s Shares for payment and consummate the Offer, such shareholder will receive payment as promptly as practicable following the expiration of the Offer.  If a shareholder tenders by delivering the certificates representing their Shares, payment to such shareholder will be made by the Western Funds in the form of a check in an amount equal to the number of Shares such shareholder tendered (subject to any proration) multiplied by the Offer Price, subject to any required withholding for federal income tax.  If a shareholder’s nominee tenders such shareholder’s Shares to The Depository Trust Company (“DTC”), payment to such shareholder will be made by the Western Funds through credit to such shareholder’s bank or brokerage account.  In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by InvestorCom, Inc. of (i) share certificates representing such Shares or a timely Book-Entry Confirmation (as defined in the Offer to Purchase) with respect thereto, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry transfer and (iii) any other documents required by the Letter of Transmittal. The per Share consideration paid to any holder of Shares pursuant to the Offer will be the highest per Share consideration paid to any other holder of such Shares pursuant to the Offer.  Under no circumstances will interest on the purchase price for Shares be paid by the Western Funds regardless of any extension of the Offer or any delay in making such payment.  Tendering shareholders whose Shares are validly tendered and accepted for payment agree to grant Western Investment LLC a proxy with respect to such Shares and to vote such Shares in favor of any individuals nominated by the Western Funds for election to TYW’s Board of Trustees (the “Board”) and for Western Investment Hedged Partners L.P.’s proposal that the Board take the necessary steps to declassify the Board so that all trustees are elected on an annual basis, if proposed at TYW’s 2011 annual meeting of shareholders.
 
If more than 800,000 Shares are validly tendered and not properly withdrawn prior to the Expiration Date, the Western Funds will, upon the terms of, and subject to the conditions to, the Offer, purchase 800,000 Shares on a pro rata basis (with adjustments to avoid purchases of fractional Shares) based upon the number of Shares validly tendered by the Expiration Date and not withdrawn.  In these circumstances, the Western Funds will prorate based on a fraction, which will be calculated by dividing (x) 800,000 Shares, the maximum number of Shares that the Western Funds are offering to purchase, by (y) the aggregate number of Shares validly tendered in the Offer and not properly withdrawn prior to the Expiration Date.  This fraction will then be multiplied by the aggregate number of Shares that have been tendered by each tendering shareholder, and not withdrawn, to determine the resulting number of Shares that will be accepted from each such tendering shareholder.  However, no fractional Shares will be purchased by the Western Funds in the Offer, and, accordingly, fractional Shares will be rounded down to the nearest whole number of Shares.
 
 
 
 
 
If proration of tendered Shares is required, because of the difficulty of determining the precise number of Shares properly tendered and not withdrawn, the Western Funds may not be able to announce the final results of proration or pay for any Shares until five NYSE trading days after the Expiration Date.  However, the Western Funds will pay for validly tendered Shares as promptly as possible once the number of Shares accepted is determined.  The Western Funds expect to be able to promptly pay for all accepted Shares held in “street name” which are delivered to InvestorCom, Inc. by book-entry transfer.  Preliminary results of proration will be announced by press release as promptly as practicable.  Holders of Shares may obtain such preliminary information from the Information Agent at its telephone number below.  All Shares not accepted for payment due to an oversubscription will be returned promptly to the shareholder or, in the case of tendered Shares delivered by book-entry transfer, credited to the account at DTC from which the transfer had previously been made, in each case, in accordance with the procedures described in Section 2 of the Offer to Purchase.
 
The Western Funds reserve the right to increase or decrease the number of Shares they are seeking in the Offer, subject to applicable laws and regulations described in the Offer to Purchase.
 
Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided in the Offer to Purchase, may also be withdrawn at any time prior to acceptance for payment.  In order for a withdrawal to be effective, a notice of withdrawal must be timely received by the Information Agent at the address set forth in the Offer to Purchase.  Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares.  If share certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to InvestorCom, Inc., then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to InvestorCom, Inc. and, unless such Shares have been tendered by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (an “Eligible Institution”), the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the book-entry transfer procedures as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares and otherwise comply with DTC’s procedures.  All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Western Funds in their sole discretion, whose determination shall be final and binding.  Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be retendered at any subsequent time prior to the expiration of the Offer by following any of the procedures described in Section 3 of the Offer to Purchase.
 
 
 
 
 
The information required to be disclosed by Rule 14d-6 of the Exchange Act is contained in the Offer to Purchase, and is incorporated herein by reference.
 
The Western Funds reserve the right to purchase, following the consummation or termination of the Offer, additional Shares in the open market, in privately negotiated transactions, in another tender offer or exchange offer or otherwise.  Any additional purchases of Shares could be at a price greater or less than the price to be paid for Shares in the Offer and could be for cash or other consideration.  Alternatively, the Western Funds or any of their affiliates may sell or otherwise dispose of any or all Shares acquired in the Offer or otherwise.  Each such transaction may be effected on terms and at prices then determined by the Western Funds or the applicable affiliate, which may vary from the terms and price in the Offer.  The Western Funds do not currently intend to provide for a subsequent offering period.
 
The Offer to Purchase and the related Letter of Transmittal contain important information which should be read carefully before any decision is made with respect to the Offer.
 
Any questions or requests for assistance may be directed to InvestorCom, Inc. at the telephone number or email address listed below.  Additional copies of the Offer to Purchase, the Letter of Transmittal and other tender offer materials may be obtained from a website maintained by the Western Funds at www.westerninvestmenttenderoffers.com or by contacting the Information Agent as set forth below, and will be furnished promptly at the Western Funds’ expense.  You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance, concerning the Offer.
 
InvestorCom, Inc.
65 Locust Avenue, Third Floor
New Canaan, Connecticut 06840
Telephone:  (877) 972-0090
Email:  tywtender@investor-com.com
www.westerninvestmenttenderoffers.com
 
###
 
The tender offer materials are also being filed today with the SEC.  The complete terms and conditions of the offer are set forth in the Offer to Purchase.  Olshan Grundman Frome Rosenzweig & Wolosky LLP is acting as legal advisor to the Western Funds.
 
# # #
 
 
 
 
 
INFORMATION CONCERNING THE WESTERN FUNDS
 
Western Investment LLC (“WILLC”) serves as the general partner of each of Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), and Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”), the managing member of Western Investment Activism Partners LLC, a Delaware limited liability company (“WIAP”), and the investment manager of Western Investment Total Return Fund Ltd., a Cayman Islands corporation (“WITRL”).  Arthur D. Lipson serves as the managing member of WILLC.  The principal business address of each of WILLC, WIHP, WIAP, WITRP and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047.  The principal business address of WITRL is c/o dms Management, P.O. Box 31910, dms House, 20 Genesis Close, Grand Cayman KY1-1208, Cayman Islands.
 
WILLC provides recommendations from time to time to Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”), and Benchmark Plus Partners, L.L.C., a Delaware limited liability company (“BPP”), with respect to purchases and sales of the Common Stock pursuant to oral agreements between WILLC and each of BPIP and BPP.  Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”) serves as the managing member of each of BPIP and BPP.  Scott Franzblau (“Mr. Franzblau”) and Robert Ferguson (“Mr. Ferguson,” and together with BPIP, BPP, BPM and Mr. Franzblau, the “Benchmark Entities”) serve as managing members of BPM.  The principal business address of each of BPIP, BPP, BPM and Messrs. Franzblau and Ferguson is 820 A Street, Suite 700, Tacoma, Washington 98402.
 
As of the date hereof, WIHP, WIAP and WITRP beneficially owned 346,000, 279,877 and 323,754 shares of Common Stock, respectively, constituting approximately 2.2%, 1.8% and 2.1%, respectively, of the shares of Common Stock outstanding.
 
As the general partner of each of WIHP and WITRP and the managing member of WIAP, WILLC may be deemed to beneficially own the 949,631 shares of Common Stock owned in the aggregate by WIHP, WIAP and WITRP, constituting approximately 6.2% of the shares of Common Stock outstanding, in addition to the 406 shares of Common Stock it holds directly.
 
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 950,037 shares of Common Stock beneficially owned by WILLC, constituting approximately 6.2% of the shares of Common Stock outstanding.  As members of a group with the Benchmark Entities for the purposes of Rule 13d-5(b)(1) of the Exchange Act, the Western Funds and Mr. Lipson may be deemed to beneficially own the 493,502 shares of Common Stock owned by the Benchmark Entities.  The Western Funds and Mr. Lipson disclaim beneficial ownership of such shares of Common Stock.
 
Following consummation of the Offer, the Western Funds will beneficially own in the aggregate up to approximately 11.4% of the outstanding Shares of TYW, assuming 800,000 Shares (the maximum number of Shares that the Western Funds are offering to purchase) have been tendered and accepted by the Western Funds.  The Western Funds are not affiliated with TYW.
 
 
 
 
 
As of the date hereof, BPIP and BPP beneficially owned 405,966 and 87,536 shares of Common Stock, respectively, constituting approximately 2.6% and less than 1%, respectively, of the shares of Common Stock outstanding.
 
As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 493,502 shares of Common Stock owned in the aggregate by BPIP and BPP, constituting approximately 3.2% of the shares of Common Stock outstanding.  As managing members of BPM, each of Messrs. Franzblau and Ferguson may be deemed to beneficially own the 493,502 shares of Common Stock beneficially owned by BPM, constituting approximately 3.2% of the Shares outstanding.  As members of a group with the Western Funds for the purposes of Rule 13d-5(b)(1) of the Exchange Act, the Benchmark Entities may be deemed to beneficially own the 950,037 shares of Common Stock owned by the Western Funds.  The Benchmark Entities disclaim beneficial ownership of such shares of Common Stock.  The Benchmark Entities are not offering to purchase any of your Shares in the Offer.
 
# # #
 
THIS ANNOUNCEMENT AND THE DESCRIPTION CONTAINED HEREIN IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF TS&W / CLAYMORE TAX-ADVANTAGED BALANCED FUND.  AT THE TIME THE TENDER OFFER IS COMMENCED, WESTERN INVESTMENT LLC WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) WITH RESPECT TO THE OFFER.  ALL OF THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND SHAREHOLDERS OF TS&W / CLAYMORE TAX-ADVANTAGED BALANCED FUND ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.  SHAREHOLDERS OF TS&W / CLAYMORE TAX-ADVANTAGED BALANCED FUND WILL BE ABLE TO OBTAIN A FREE COPY OF EACH OF THESE DOCUMENTS (WHEN THEY BECOME AVAILABLE) AT A WEBSITE MAINTAINED BY THE WESTERN FUNDS AT WWW.WESTERNINVESTMENTTENDEROFFERS.COM OR BY CONTACTING INVESTORCOM, INC., THE INFORMATION AGENT FOR THE OFFER BY EMAIL AT TYWTENDER@INVESTOR-COM.COM OR TELEPHONE AT (877) 972-0090.  THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) WILL ALSO BE AVAILABLE AT NO CHARGE AT THE WEBSITE MAINTAINED BY THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV.
 EX-99.3 3 ex993to13da506290042_040411.htm JOINT FILING AGREEMENT ex993to13da506290042_040411.htm
Exhibit 99.3
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated April 5, 2011 (including amendments thereto) with respect to the securities of TS&W/Claymore Tax-Advantaged Balanced Fund.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 

Dated:  April 5, 2011
WESTERN INVESTMENT LLC
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
     
 
By:
Western Investment LLC
   
Managing Member
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
     
 
By:
Western Investment LLC
   
Investment Manager
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member
 
 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
 
 
 
 
 
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member


 
BENCHMARK PLUS PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member


 
BENCHMARK PLUS MANAGEMENT, L.L.C.
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member

 
/s/ Robert Ferguson
 
ROBERT FERGUSON

 
/s/ Scott Franzblau
 
SCOTT FRANZBLAU