0000921895-16-004267.txt : 20160428 0000921895-16-004267.hdr.sgml : 20160428 20160428135848 ACCESSION NUMBER: 0000921895-16-004267 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160428 DATE AS OF CHANGE: 20160428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT/CLAYMORE ENHANCED GROWTH & INCOME FUND CENTRAL INDEX KEY: 0001278460 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83677 FILM NUMBER: 161598967 BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-357-0394 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: ADVENT CLAYMORE GLOBAL TOTAL RETURN FUND DATE OF NAME CHANGE: 20040416 FORMER COMPANY: FORMER CONFORMED NAME: ADVENT CLAYMORE GLOBAL CONVERTIBLE OPPORT INCOME FD DATE OF NAME CHANGE: 20040203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 71279 CITY: SALT LAKE CITY STATE: UT ZIP: 84171-0279 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: P.O. BOX 71279 CITY: SALT LAKE CITY STATE: UT ZIP: 84171-0279 SC 13D/A 1 sc13da106290060_04282016.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da106290060_04282016.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. 1)1

Advent/Claymore Enhanced Growth & Income Fund
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

00765E104
(CUSIP Number)
 
ADAM W. FINERMAN, ESQ.
OLSHAN FROME 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 27, 2016
(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. 00765E104
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
401,300
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
401,300
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
401,300
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 00765E104
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
334,298
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
334,298
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
334,298
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 00765E104
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
737,098
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
737,098
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
737,098
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 00765E104
 
1
NAME OF REPORTING PERSON
 
ARTHUR D. LIPSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
737,098
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
737,098
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
737,098
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
IN

 
5
 
CUSIP NO. 00765E104
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
112,686
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
112,686
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
112,686
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

 
6
 
CUSIP NO. 00765E104
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
112,686
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
112,686
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
112,686
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

 
7
 
CUSIP NO. 00765E104
 
1
NAME OF REPORTING PERSON
 
ROBERT FERGUSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (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
 
112,686
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
112,686
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
112,686
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
 
IN

 
8
 
CUSIP NO. 00765E104
 
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by WIHP, WITRP and WILLC were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 401,300 Shares owned directly by WIHP is approximately $3,348,601, including brokerage commissions.  The aggregate purchase price of the 334,298 Shares owned directly by WITRP is approximately $2,683,084, including brokerage commissions.  The aggregate purchase price of the 1,500 Shares owned directly by WILLC is approximately $13,378, including brokerage commissions.
 
The Shares purchased by BPIP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 112,686 Shares owned directly by BPIP is approximately $853,644, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following information:
 
On April 27, 2016, Western Investment LLC (“WILLC”) delivered a letter to the Issuer submitting, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, a proposal (the “14a-8 Proposal”) for inclusion in the Issuer’s proxy materials for the Issuer’s 2016 Annual Meeting of shareholders (the “Annual Meeting”) and to be voted on at the Annual Meeting.  WILLC is proposing that the Board take the necessary steps to declassify the Board so that all trustees are elected on an annual basis.  Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees.  On April 27, 2016, WILLC also delivered substantially the same proposal under Rule 14a-8 to the Issuer’s two sister funds: Advent Claymore Convertible Securities and Income Fund (AVK) and Advent Claymore Convertible Securities & Income Fund II (AGC).  The text of the 14a-8 Proposal delivered to the Issuer is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 13,603,025 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2015, as reported in the Issuer’s Annual Report to Stockholders on Form N-CSR, filed with the Securities and Exchange Commission on January 8, 2016.
 
 
9
 
CUSIP NO. 00765E104
 
A.
WIHP
 
 
(a)
As of the close of business on April 27, 2016, WIHP beneficially owned 401,300 Shares.
 
Percentage: Approximately 3.0%
 
 
(b)
1. Sole power to vote or direct vote: 401,300
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 401,300
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
WIHP has not entered into any transactions in the Shares during the past 60 days.
 
B.
WITRP
 
 
(a)
As of the close of business on April 27, 2016, WITRP beneficially owned 334,298 Shares.
 
Percentage: Approximately 2.5%
 
 
(b)
1. Sole power to vote or direct vote: 334,298
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 334,298
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by WITRP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
C.
WILLC
 
 
(a)
As of the close of business on April 27, 2016, WILLC directly owned 1,500 Shares. WILLC, as the general partner of WIHP and WITRP, may be deemed the beneficial owner of the (i) 401,300 Shares owned by WIHP and (ii) 334,298 Shares owned by WITRP.
 
Percentage: Approximately 5.4%
 
 
(b)
1. Sole power to vote or direct vote: 737,098
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 737,098
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in Shares by WILLC and WITRP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Mr. Lipson
 
 
(a)
Mr. Lipson, as the managing member of WILLC, may be deemed the beneficial owner of the (i) 1,500 Shares owned by WILLC, (ii) 401,300 Shares owned by WIHP and (iii) 334,298 Shares owned by WITRP.
 
Percentage: Approximately 5.4%
 
 
10
 
CUSIP NO. 00765E104
 
 
(b)
1. Sole power to vote or direct vote: 737,098
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 737,098
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Lipson has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by WILLC and WITRP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
E.
BPIP
 
 
(a)
As of the close of business on April 27, 2016, BPIP beneficially owned 112,686 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 112,686
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 112,686
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by BPIP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
F.
BPM
 
 
(a)
BPM, as the managing member of BPIP, may be deemed the beneficial owner of the 112,686  Shares owned by BPIP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 112,686
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 112,686
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BPM has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by BPIP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
G.
Mr. Ferguson
 
 
(a)
Mr. Ferguson, as a managing member of BPM, may be deemed the beneficial owner of the 112,686  Shares owned by BPIP.
 
Percentage: Less than 1%
 
 
11
 
CUSIP NO. 00765E104
 
 
(b)
1. Sole power to vote or direct vote: 112,686
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 112,686
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Ferguson has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by BPIP during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following Exhibit:
 
 
99.1
Rule 14a-8 Proposal delivered to the Issuer on April 27, 2016
 
 
12
 
CUSIP NO. 00765E104
 
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 28, 2016
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 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 LLC
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member

 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
 
 
13
 
CUSIP NO. 00765E104
 
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Manager

 
BENCHMARK PLUS MANAGEMENT, L.L.C.
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Manager
     

 
/s/ Robert Ferguson
 
ROBERT FERGUSON
 
 
14
 
CUSIP NO. 00765E104

SCHEDULE A
 
Transactions in the Shares During the Past 60 Days
 
Date of
Purchase/Sale
Shares of Common
Stock Purchased/(Sold)
Price Per
Share($)
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
04/13/2016
1,000
8.2940
     
WESTERN INVESTMENT LLC
04/13/2016
1,000
8.2985
     
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
03/02/2016
400
7.8985
03/03/2016
8,394
7.9396
03/11/2016
560
8.1464
03/14/2016
500
8.1085
03/15/2016
4,253
8.0556
03/16/2016
3,000
8.1188
03/17/2016
1,642
8.1109
03/18/2016
2,900
8.1022
03/21/2016
1,801
8.1241
03/22/2016
800
8.1435
03/24/2016
979
8.0986

 
 EX-99.1 2 ex991to13da106290060_042816.htm SHAREHOLDER PROPOSAL ex991to13da106290060_042816.htm
Exhibit 99.1
 
Proposal
 
RESOLVED, that the shareholders of Advent/Claymore Enhanced Growth & Income Fund (“LCM”) hereby request that the Board of Trustees of LCM (the “Board”) take the necessary steps to declassify the Board so that all trustees are elected on an annual basis.  Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees.
 
Supporting Statement:
 
We believe the annual election of all trustees encourages board accountability to its shareholders and when trustees are held accountable for their actions, they perform better.  This view is shared by most, who believe it to be the standard for corporate governance best practices.  Leading proxy advisory firms, ISS and Glass Lewis, oppose classified board structures.  Further, according to FactSet Research Systems, the vast majority of companies in the S&P 500 and Russell 1000 indexes elect all directors annually, with only approximately 10.5% and 25%, respectively, of companies retaining classified boards.
 
Currently, the LCM Board is divided into three classes serving staggered three-year terms.  It is our belief that the classification of the Board is strong proof that the Board is not acting in the best interests of shareholders.  A classified board protects the incumbents, which in turn limits accountability to shareholders.
 
Shockingly, the closed-end funds under the umbrella of Guggenheim Investments have a history of denying the most basic and fundamental rights of shareholders by refusing to allow shareholders to submit or vote on shareholder proposals, seeking to block shareholders from accessing shareholder lists and other books and records of funds in order to communicate with fellow shareholders and failing to hold annual meetings in a timely manner.
 
We remain committed to improving corporate governance at LCM for the benefit of all shareholders. Declassification of the Board is a positive step which will allow more productive shareholder engagement, greater accountability, and will help LCM achieve its optimal valuation.
 
In this challenging economic environment, accountability must be given to the shareholders who have invested in shares of LCM.  Sadly, LCM’s shares have consistently traded at a persistent discount to its per share net asset value.  For example, on August 25, 2015, the discount was an abysmal 16.04%, in fact the last time LCM has traded at a premium was in 2007.  LCM’s investment manager, Advent Capital Management (“Advent”), has also overseen significant losses and persistent deep discounts to NAV in LCM’s two sister funds, AGC and AVK.
 
Despite its long-standing discount, LCM has never implemented a significant common share repurchase plan, contradicting Advent’s own voting guidelines which generally support repurchases, a most disturbing contradiction and possibly indicating questionable Board allegiance to shareholders.
 
If this proposal is approved and adopted by the Board, all trustees would be subject to annual election after the phase-in period.  It is time for the members of the Board to be subject to an annual evaluation by shareholders.
 
For a greater voice in LCM’s corporate governance and to increase Board accountability to shareholders, we urge you to vote FOR this proposal.