Edgar Filing: Guggenheim Enhanced Equity Income Fund (f/k/a Old Mutual/Claymore Long-Short 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

Guggenheim Enhanced Equity Income Fund

(Name of Registrant As Specified in its Agreement and Declaration of Trust)

Payment of Filing Fee (Check the appropriate box):

[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

Graphic
GUGGENHEIM
CLAYMORE (R)
A GUGGENHEIM PARTNERS COMPANY

GUGGENHEIM ENHANCED EQUITY INCOME FUND
(FORMERLY, OLD MUTUAL/CLAYMORE LONG-SHORT FUND)
2455 CORPORATE WEST DRIVE
LISLE, ILLINOIS 60532
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 19, 2010
--------------------------------------------------------------------------------
Notice is hereby given to the holders of common shares of beneficial
interest, par value $0.01 per share ("Shares"), of Guggenheim Enhanced Equity
Income Fund (formerly, Old Mutual/Claymore Long-Short 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 Monday, July 19, 2010, at 11:30 a.m., Central time.

The Annual Meeting is being held for the following purposes:

1. To approve an investment sub-advisory agreement among the Fund,
Claymore Advisors, LLC and Guggenheim Partners Asset Management,
LLC.

2. To elect two Trustees as Class II Trustees to serve until the
Fund's 2013 annual meeting of shareholders or until their
respective successors shall have been elected and qualified.

3. To transact such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.

THIS IS A VERY IMPORTANT ANNUAL MEETING OF THE FUND. THE BOARD OF
TRUSTEES (THE "BOARD") OF THE FUND, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT.
IN ADDITION, 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 14, 2010 as the
record date (the "Record Date") for the determination of shareholders entitled
to notice of, and to vote at, the Annual Meeting. We urge you to mark, sign,
date, and mail the enclosed proxy in the postage-paid envelope provided or vote
your proxy via telephone or the Internet so you will be represented at the
Annual Meeting.

By order of the
Board of Trustees,

/S/J. Thomas Futrell

J. Thomas Futrell
Chief Executive Officer

Lisle, Illinois
June 25, 2010

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
IN PERSON OR BY PROXY. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE VOTE YOUR PROXY BY TELEPHONE, INTERNET OR MAIL. IF VOTING YOUR PROXY 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 IN YOUR
PROXY CARD (OR VOTE YOUR PROXY BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO
THE INSTRUCTIONS CONTAINED ON THE PROXY CARD) TODAY.

GUGGENHEIM ENHANCED EQUITY INCOME FUND
(FORMERLY, OLD MUTUAL/CLAYMORE LONG-SHORT FUND)
--------------------------------------------------------------------------------
PROXY STATEMENT
--------------------------------------------------------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 19, 2010

This proxy statement ("Proxy Statement") is furnished to the holders
of common shares of beneficial interest, par value $0.01 per share ("Shares"),
of Guggenheim Enhanced Equity Income Fund (formerly, Old Mutual/Claymore
Long-Short 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 19, 2010, and
any adjournment or postponement thereof (the "Annual Meeting"). The Annual
Meeting will be held at the offices of the Fund, 2455 Corporate West Drive,
Lisle, Illinois 60532 on July 19, 2010, at 11:30 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").

You may contact the Fund's proxy information line at (866) 416-0552
with any questions about the Proxy Statement or with questions about how to
cast your vote.

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, (866) 882-0688.

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 25, 2010.

o WHY IS A SHAREHOLDER MEETING BEING HELD?

The Fund's Shares are listed on the New York Stock Exchange (the
"NYSE"), under the ticker symbol "GPM" (formerly, "OLA"), which
requires the Fund to hold an annual meeting of shareholders to
elect Trustees each fiscal year.

In addition, shareholders are being asked to approve an
investment sub-advisory agreement among the Fund, Claymore
Advisors, LLC ("Claymore" or the "Adviser") and Guggenheim
Partners Asset Management, LLC ("GPAM" or the "Sub-Adviser").

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 approve an investment sub-advisory agreement among the
Fund, the Adviser and GPAM.

2. To elect two Trustees as Class II Trustees (Mr. Steven D.
Cosler and Mr. Robert M. Hamje are the nominees) to serve
until the Fund's 2013 annual meeting of shareholders or
until their respective successors shall have been elected
and qualified.

o WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE A NEW INVESTMENT
SUB-ADVISORY AGREEMENT?

In light of the Fund's underperformance relative to applicable
benchmarks, following the October 2009 regular quarterly Board
meeting the Board instructed Fund management to consider and
evaluate various strategic alternatives for the Fund and to
recommend to the Board a course of action to be considered. Over
the course of the evaluation process, the Board considered
various strategic alternatives for the Fund and received and
considered information and proposals from the Adviser, Analytic
Investors, LLC ("Analytic"), Old Mutual Capital ("OmCap"), a
subsidiary of Analytic's parent company, Old Mutual (US) Holdings
Inc., and from GPAM. Each of the Adviser and OmCap prepared and
presented proposals regarding the ongoing management of the Fund,
including changes in investment strategy desirable to manage an
equity fund that generates income and proposed managers to be
considered as investment sub-advisers and presented information
on the selection process for recommending proposed investment
sub-advisers. On April 20, 2010 the Board approved the
termination of the investment sub-advisory agreement (the
"Analytic Sub-Advisory Agreement") among the Fund, the Adviser
and Analytic, and the Adviser provided notice to Analytic of such
termination, effective as of the close of business on June 21,
2010. The Board approved an interim investment sub-advisory
agreement among the Fund, the Adviser and GPAM (the "Interim
Sub-Advisory Agreement"), which was entered into and became
effective on June 21, 2010, upon the termination of the Analytic
Sub-Advisory Agreement. Pursuant to the Interim Sub-Advisory
Agreement, GPAM serves as the Fund's investment sub-adviser on an
interim basis and is responsible for the day-to-day management of
the Fund. Pursuant to the Rule 15a-4 under the Investment Company
Act of 1940, as amended (the "1940 Act"), GPAM may act as
investment sub-adviser pursuant to the Interim Sub-Advisory
Agreement for up to 150 days from the termination of the Analytic
Sub-Advisory Agreement, pending shareholder approval of a new
sub-advisory

agreement among the Fund, Claymore and GPAM (the "New
Sub-Advisory Agreement"). In order for GPAM to continue to act as
investment sub-adviser to the Fund beyond October 19, 2010, the
New Sub-Advisory Agreement must be approved by shareholders of
the Fund.

See "Proposal 1: Approval of New Sub-Advisory Agreement" for more
information regarding the considerations of the Board in
selecting GPAM as investment sub-adviser and approving the
Interim Sub-Advisory Agreement and New Sub-Advisory Agreement.

o HAVE THE NAME AND TICKER SYMBOL OF THE FUND CHANGED?

In connection with the retention of GPAM as investment
sub-adviser, the name of the Fund changed to "Guggenheim Enhanced
Equity Income Fund" effective as of the close of business on June
21, 2010. At such time, the Fund's NYSE ticker symbol changed to
"GPM" and the Fund's CUSIP also changed.

o WHO IS GPAM?

GPAM, a wholly-owned subsidiary of Guggenheim Partners, LLC
("Guggenheim"), is an investment manager specializing in
innovative investment strategies that aim to add alpha relative
to benchmarks in both up and down markets. GPAM's investment
philosophy is predicated upon the belief that thorough research
and independent thought are rewarded with performance that has
the potential to outperform benchmark indexes with both lower
volatility and lower correlation of returns over time as compared
to such benchmark indexes. GPAM manages more than $29 billion in
investments for a mix of individuals, family offices, endowments,
foundations, insurance companies and other institutions. Claymore
is also a wholly-owned subsidiary of Guggenheim and is an
affiliate of GPAM.

Guggenheim is a diversified financial services firm with wealth
management, capital markets, investment management and
proprietary investing businesses, whose clients are a mix of
individuals, family offices, endowments, foundations, insurance
companies and other institutions that have entrusted Guggenheim
with the supervision of more than $100 billion of assets.

o HOW DOES GPAM MANAGE THE FUND'S PORTFOLIO?

Pursuant to the Interim Sub-Advisory Agreement, GPAM is
responsible for the management of the Fund's portfolio, subject
to the supervision of the Adviser and the Board. The Fund
continues to seek its primary investment objective of seeking a
high level of current income and gains with a secondary objective
of long-term capital appreciation. The Fund's investment strategy
under its previous

investment sub-adviser sought to achieve its investment objective
through a long-short strategy and an opportunistic covered call
writing strategy. GPAM seeks to achieve the Fund's investment
objective by obtaining broadly diversified exposure to the equity
markets and utilizing a covered call strategy which follows
GPAM's proprietary dynamic rules-based methodology to seek to
utilize efficiencies from the tax characteristics of the Fund's
portfolio. Under GPAM's management, selling securities short is
no longer a principal investment strategy of the Fund.

The Fund may seek to obtain exposure to equity markets through
investments in exchange-traded funds or other investment funds
that track equity market indices, through investments in
individual equity securities and/or through derivative
instruments that replicate the economic characteristics of
exposure to equity securities or markets. In current market
conditions, GPAM initially expects to seek to obtain exposure to
equity markets by investing primarily in exchange-traded funds.
The Fund has the ability to write call options on indices and/or
securities which will typically be at- or out-of-the money.
GPAM's strategy typically targets one-month options, although
options of any strike price or maturity may be utilized. The Fund
seeks to earn income and gains both from dividends paid on
securities owned by the Fund and cash premiums received from
selling options. Although the Fund will receive premiums from the
options written, by writing a covered call option, the Fund
forgoes any potential increase in value of the underlying
securities above the strike price specified in an option contract
through the expiration date of the option. To the extent GPAM's
strategy seeks to achieve broad equity exposure through a
portfolio of common stocks, the Fund would hold a diversified
portfolio of stocks, whereas to the extent GPAM's equity exposure
strategy is implemented through investment in broad-based equity
exchange-traded funds or other investment funds or derivative
instruments that replicate the economic characteristics of
exposure to equity securities or markets, the Fund's portfolio is
expected to comprise fewer holdings. The Fund will ordinarily
focus its investments in securities of U.S. issuers but may
invest in or seek exposure to foreign issuers, including through
investments in American Depositary Receipts ("ADRs"). The Fund
may invest in or seek exposure to equity securities of issuers of
any market capitalization.

may utilize senior securities representing indebtedness to 33
1/3% of the Fund's total assets at the time utilized. Also, under
the 1940 Act, the Fund is not permitted to issue preferred shares
unless immediately after such issuance the liquidation value of
such preferred shares plus the aggregate amount of senior
securities representing indebtedness does not exceed 50% of the
Fund's total assets. The Fund's use of financial leverage is
intended to be flexible in nature and will be monitored and
adjusted, as appropriate, on an ongoing basis by Claymore and
GPAM. Under current market conditions, the Fund initially intends
to utilize financial leverage in an amount not to exceed 30% of
the Fund's total assets (including the proceeds of such financial
leverage) at the time utilized. The Fund expects to employ
financial leverage through the issuance of senior securities
represented by indebtedness, including through bank borrowing by
the Fund or issuance by the Fund of notes, commercial paper or
other forms of debt.

In addition, the Fund may engage in certain portfolio
transactions that have characteristics similar to senior
securities, including swaps, derivative instruments and reverse
repurchase agreements, which are transactions in which the Fund
sells portfolio securities to financial institutions such as
banks and broker-dealers and agrees to repurchase them at a
particular date and price. To the extent the terms of such
portfolio transactions obligate the Fund to make payments, the
Fund will "segregate" liquid securities or cash in a separate
account with the custodian of the Fund to collateralize the
positions in an amount at least equal to the current value of the
amount then payable by the Fund under the terms of such
transactions. As a result of such segregation or cover, the Fund
does not intend to treat its obligations under such portfolio
transactions as senior securities representing indebtedness for
purposes of the 1940 Act, in accordance with releases and
interpretive letters issued by the Securities and Exchange
Commission (the "SEC"), or include such portfolio transactions in
calculating the aggregate amount of the Fund's financial
leverage.

depends upon, or is derived from, the value of any underlying
asset or reference rate, including individual securities,
interest rates, currencies and related indexes. The Fund's use of
derivative instruments involves risks different from, or possibly
greater than, the risks associated with investment directly in
securities and other more traditional investments.

In addition to the changes in the Fund's investment strategy
discussed above, the Fund adopted the following non-fundamental
investment policy: Under normal market conditions, the Fund will
invest at least 80% of its net assets, plus the amount of any
borrowings for investment purposes, in equity securities. If this
policy is changed, the Fund will provide shareholders at least 60
days' notice before implementation of the change. Investments in
exchange-traded funds and other investment funds which invest at
least 80% of their assets in equity securities or have investment
objectives or strategies of tracking equity market indices will
be included as investments in equity securities for the purpose
of this policy. Investments in derivative instruments with
economic characteristics similar to equity securities or equity
market indices will be included as investments in equity
securities for purposes of this policy.

o WHAT ARE THE PRINCIPAL RISKS ASSOCIATED WITH THE FUND'S
INVESTMENT STRATEGY?

For information regarding the principal risks associated with the
Fund's investment strategy see "Proposal 1: Approval of New
Sub-Advisory Agreement--Principal Risks Associated with the
Fund's Investment Strategy."

o WHO IS RESPONSIBLE FOR THE MANAGEMENT OF THE FUND'S PORTFOLIO?

o IS THERE ANY REDUCTION IN THE TOTAL MANAGEMENT FEES PAID BY THE
FUND?

Yes. The investment advisory fee rate paid by the Fund has been
reduced. The Fund previously paid to the Adviser an investment
advisory fee at an annual rate equal to 1.00% of the average
daily value of the Fund's "total managed assets" (as defined in
the

investment advisory agreement). Effective April 20, 2010, the
Adviser and the Fund contractually agreed to a permanent 0.10%
reduction in the advisory fee, such that the Fund pays to the
Adviser an investment advisory fee at an annual rate equal to
0.90% of the average daily value of the Fund's "total managed
assets." In addition, the Adviser and the Fund contractually
agreed that commencing as of the date of the Interim Sub-Advisory
Agreement and continuing during the term of the Interim
Sub-Advisory Agreement and New Sub-Advisory Agreement and for so
long as the investment sub-adviser of the Fund shall be an
affiliated person of the Adviser, the Adviser shall waive an
additional 0.10% of the advisory fee, such that the Fund pays to
the Adviser an investment advisory fee at an annual rate equal to
0.80% of the average daily value of the Fund's "total managed
assets."

The Adviser pays the investment sub-advisory fee out of the
advisory fee received by the Adviser. The Adviser previously paid
to Analytic a sub-advisory fee equal to 0.50% of the Fund's
"total managed assets." Pursuant to the Interim Sub-Advisory
Agreement and the New Sub-Advisory Agreement, the Adviser pays to
GPAM a sub-advisory fee equal to 0.40% of the Fund's "total
managed assets."

o WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE NEW
SUB-ADVISORY AGREEMENT?

If shareholders do not approve the New Sub-Advisory Agreement,
the Interim Sub-Advisory Agreement will terminate at the end of
the 150 day interim period and the Board will consider what
action to take on behalf of the Fund.

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 19, 2010, and, if the
Annual Meeting is adjourned or postponed, at any later meetings,
for the purposes stated in the Notice of Annual Meeting.

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

With respect to Proposal 1, the Board, including all of the
Independent Trustees, recommends that you vote "FOR" the proposal
to approve the New Sub-Advisory Agreement.

With respect to Proposal 2, the Board, including the Independent
Trustees, unanimously recommends that you vote "FOR ALL" of the
nominees for the Board (Mr. Steven D. Cosler and Mr. Robert M.
Hamje).

o WHO IS ELIGIBLE TO VOTE?

Shareholders of record of the Fund at the close of business on
May 14, 2010 (the "Record Date") are entitled to be present and
to vote at the Annual Meeting or any adjournment or postponement
thereof. Shareholders will be entitled to one vote on each matter
to be voted for each Share of the Fund held and a fractional vote
with respect to fractional Shares, with no cumulative voting.

o HOW DO YOU VOTE YOUR SHARES?

Whether or not you plan to attend the Annual Meeting, we urge you
to complete, sign, date, and return the enclosed proxy card in
the postage-paid envelope provided or vote your proxy via
telephone or the Internet so your Shares will be represented at
the Annual Meeting. Information regarding how to vote your proxy
via telephone or the Internet is included on the enclosed proxy
card. The required control number for Internet and telephone
voting is printed on the enclosed proxy card. The control number
is used to match proxy cards with shareholders' respective
accounts and to ensure that, if multiple proxy cards are
executed, Shares are voted in accordance with the proxy card
bearing the latest date. If you wish to attend the Annual Meeting
and vote in person, you will be able to do so. You may contact
the Fund's proxy information line at (866) 416-0552 to obtain
directions to the site of the Annual Meeting.

All Shares represented by properly executed proxies received
prior to the Annual Meeting will be voted at the Annual Meeting
in accordance with the instructions marked thereon or otherwise
as provided therein. IF YOU SIGN THE PROXY CARD, BUT DON'T FILL
IN A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE
BOARD'S RECOMMENDATION. If any other business is brought before
the Annual Meeting, your Shares will be voted at the proxies'
discretion.

Shareholders who execute proxy cards or vote their proxies via
telephone or the Internet may revoke them at any time before they
are voted by filing with the Secretary of the Fund a written
notice of revocation, by delivering (including via telephone or
the Internet) a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person. Merely
attending the Annual Meeting, however, will not revoke any
previously submitted proxy.

Broker-dealer firms holding Shares in "street name" for the
benefit of their customers and clients will request the
instructions of such

customers and clients on how to vote their Shares on the
Proposals. Under current interpretations of the New York Stock
Exchange (the "NYSE"), broker-dealers that are members of the
NYSE and that have not received instructions from a customer may
not vote such customer's Shares on Proposal 1. Broker-dealers who
are not members of the NYSE may be subject to other rules, which
may or may not permit them to vote your shares without
instruction. Therefore, you are encouraged to contact your broker
and record your voting instructions.

You may contact the Fund's proxy information line at (866)
416-0552 with any questions about the Proxy Statement or with
questions about how to cast your vote.

o WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?

With respect to Proposal 1, the New Sub-Advisory Agreement must
be approved by a vote of a majority of the outstanding voting
securities of the Fund. The "vote of the majority of the
outstanding voting securities" is defined in the 1940 Act as the
lesser of the vote of (i) 67% or more of the outstanding voting
securities of the Fund entitled to vote thereon present at the
Annual Meeting or represented by proxy if holders of more than
50% of the Fund's outstanding voting securities are present or
represented by proxy; or (ii) more than 50% of the outstanding
voting securities of the Fund entitled to vote thereon.

With respect to Proposal 2, the affirmative vote of a plurality
of the Shares voted is necessary to elect a Trustee nominee.

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

At the close of business on the Record Date, the Fund had
19,005,240 Shares outstanding.

o WHO WILL BEAR THE COST OF SOLICITING PROXIES?

The cost of soliciting proxies will be borne by the Fund, except
that costs related to Proposal 1 will be borne by Claymore. See
"Additional Information--Expenses of Proxy Solicitation."

PROPOSAL 1: APPROVAL OF NEW SUB-ADVISORY AGREEMENT

INTRODUCTION

Following the deliberations and considerations described below, on
April 20, 2010 the Board approved the termination of the Analytic Sub-Advisory
Agreement and the Adviser provided notice to Analytic of such termination,
effective as of the close of business on June 21, 2010. The Board approved the
Interim Investment Sub-Advisory Agreement among the Fund, the Adviser and GPAM,
which was entered into and become effective on June 21, 2010, upon the
termination of the Analytic Sub-Advisory Agreement. Pursuant to the Interim
Sub-Advisory Agreement, GPAM serves as the Fund's investment sub-adviser on an
interim basis and is responsible for the day-to-day management of the Fund.
Pursuant to Rule 15a-4 under the 1940 Act, GPAM may act as investment
sub-adviser pursuant to the Interim Sub-Advisory Agreement for up to 150 days
from the termination of the Analytic Sub-Advisory Agreement, pending
shareholder approval of the New Sub-Advisory Agreement among the Fund, Claymore
and GPAM. Therefore, in order for GPAM to continue to act as investment
sub-adviser to the Fund beyond October 19, 2010, the New Sub-Advisory Agreement
must be approved by shareholders of the Fund.

In connection with the retention of GPAM as investment sub-adviser,
the name of the Fund changed to "Guggenheim Enhanced Equity Income Fund"
effective as of the close of business on June 21, 2010. At such time, the
Fund's NYSE ticker symbol changed to "GPM" and the Fund's CUSIP also changed.

ABOUT GPAM

GPAM, a wholly-owned subsidiary of Guggenheim Partners, LLC
("Guggenheim"), is an investment manager specializing in innovative investment
strategies that aim to add alpha relative to benchmarks in both up and down
markets. GPAM's investment philosophy is predicated upon the belief that
thorough research and independent thought are rewarded with performance that
has the potential to outperform benchmark indexes with both lower volatility
and lower correlation of returns over time as compared to such benchmark
indexes. GPAM manages more than $29 billion in investments for a mix of
individuals, family offices, endowments, foundations, insurance companies and
other institutions. Claymore is also a wholly-owned subsidiary of Guggenheim
and is an affiliate of GPAM.

Guggenheim is a diversified financial services firm with wealth
management, capital markets, investment management and proprietary investing
businesses, whose clients are a mix of individuals, family offices, endowments,
foundations, insurance companies and other institutions that have entrusted
Guggenheim with the supervision of more than $100 billion of assets.

INVESTMENT STRATEGY

of seeking a high level of current income and gains with a secondary objective
of long-term capital appreciation. The Fund's investment strategy under its
previous investment sub-adviser sought to achieve its investment objective
through a long-short strategy and an opportunistic covered call writing
strategy. GPAM seeks to achieve the Fund's investment objective by obtaining
broadly diversified exposure to the equity markets and utilizing a covered call
strategy which follows GPAM's proprietary dynamic rules-based methodology to
seek to utilize efficiencies from the tax characteristics of the Fund's
portfolio. Under GPAM's management, selling securities short is no longer a
principal investment strategy of the Fund.

The Fund may seek to obtain exposure to equity markets through
investments in exchange-traded funds or other investment funds that track equity
market indices, through investments in individual equity securities and/or
through derivative instruments that replicate the economic characteristics of
exposure to equity securities or markets. In current market conditions, GPAM
initially expects to seek to obtain exposure to equity markets by investing
primarily in exchange-traded funds. The Fund has the ability to write call
options on indices and/or securities which will typically be at- or out-of-the
money. GPAM's strategy typically targets one-month options, although options of
any strike price or maturity may be utilized. The Fund seeks to earn income and
gains both from dividends paid on securities owned by the Fund and cash premiums
received from selling options. Although the Fund will receive premiums from the
options written, by writing a covered call option, the Fund forgoes any
potential increase in value of the underlying securities above the strike price
specified in an option contract through the expiration date of the option. To
the extent GPAM's strategy seeks to achieve broad equity exposure through a
portfolio of common stocks, the Fund would hold a diversified portfolio of
stocks, whereas to the extent GPAM's equity exposure strategy is implemented
through investment in broad-based equity exchange-traded funds or other
investment funds or derivative instruments that replicate the economic
characteristics of exposure to equity securities markets, the Fund's portfolio
is expected to comprise fewer holdings. The Fund will ordinarily focus its
investments in securities of U.S. issuers but may invest in or seek exposure to
foreign issuers, including through investments in American Depositary Receipts
("ADRs"). The Fund may invest in or seek exposure to equity securities of
issuers of any market capitalization.

In connection with the implementation of GPAM's strategy, the Fund
intends to utilize financial leverage. The goal of the use of financial
leverage is to enhance shareholder value, consistent with the Fund's investment
objective, and provide superior risk-adjusted returns. The Fund may utilize
financial leverage up to the limits imposed by the 1940 Act. The 1940 Act
generally limits the extent to which the Fund may utilize senior securities
representing indebtedness to 33 1/3% of the Fund's total assets at the time
utilized. Also, under the 1940 Act, the Fund is not permitted to issue
preferred shares unless immediately after such issuance the liquidation value
of such preferred shares plus the aggregate amount of senior securities
representing indebtedness does not exceed 50% of the Fund's total assets. The
Fund's use of financial leverage is intended to be flexible in nature and will
be

monitored and adjusted, as appropriate, on an ongoing basis by Claymore and
GPAM. Under current market conditions, the Fund initially intends to utilize
financial leverage in an amount not to exceed 30% of the Fund's total assets
(including the proceeds of such financial leverage) at the time utilized. The
Fund expects to employ financial leverage through the issuance of senior
securities represented by indebtedness, including through bank borrowing by the
Fund or issuance by the Fund of notes, commercial paper or other forms of
debt.

In addition, the Fund may engage in certain portfolio transactions
that have characteristics similar to senior securities, including swaps,
derivative instruments and reverse repurchase agreements, which are transactions
in which the Fund sells portfolio securities to financial institutions such as
banks and broker-dealers and agrees to repurchase them at a particular date and
price. To the extent the terms of such portfolio transactions obligate the Fund
to make payments, the Fund will "segregate" liquid securities or cash in a
separate account with the custodian of the Fund to collateralize the positions
in an amount at least equal to the current value of the amount then payable by
the Fund under the terms of such transactions. As a result of such segregation
or cover, the Fund does not intend to treat its obligations under such portfolio
transactions as senior securities representing indebtedness for purposes of the
1940 Act, in accordance with releases and interpretive letters issued by the
Securities and Exchange Commission (the "SEC"), or include such portfolio
transactions in calculating the aggregate amount of the Fund's financial
leverage.

The Fund may use a variety of derivative instruments (including both
long and short positions), including options and futures contracts, options on
futures contracts, forward contracts and swap, cap, floor or collar agreements.
The Fund may also purchase and sell forward contracts on foreign currencies. The
Fund may enter into derivatives transactions for hedging or risk management
purposes or as part of its investment strategies, including to gain exposure to
equity and other securities in which the Fund may invest and/or for speculative
purposes. Generally, derivatives are financial contracts whose value depends
upon, or is derived from, the value of any underlying asset or reference rate,
including individual securities, interest rates, currencies and related indexes.
The Fund's use of derivative instruments involves risks different from, or
possibly greater than, the risks associated with investment directly in
securities and other more traditional investments.

investment funds which invest at least 80% of their assets in equity securities
or have investment objectives or strategies of tracking equity market indices
will be included as investments in equity securities for the purpose of this
policy. Investments in derivative instruments with economic characteristics
similar to equity securities or equity market indices will be included as
investments in equity securities for purposes of this policy.

PRINCIPAL RISKS ASSOCIATED WITH THE FUND'S INVESTMENT STRATEGY

Equity Securities and Related Market Risk. The market price of common
stocks and other equity securities may go up or down, sometimes rapidly or
unpredictably. Equity securities may decline in value due to factors affecting
equity securities markets generally, particular industries represented in those
markets or the issuer itself. The values of equity securities may decline due
to general market conditions which are not specifically related to a particular
company, such as real or perceived adverse economic conditions, changes in the
general outlook for corporate earnings, changes in interest or currency rates
or adverse investor sentiment generally. They may also decline due to factors
which affect a particular industry or industries, such as labor shortages or
increased production costs and competitive conditions within an industry. The
value of equity securities may also decline for a number of other reasons which
directly relate to the issuer, such as management performance, financial
leverage, the issuer's historical and prospective earnings, the value of its
assets and reduced demand for its goods and services. Equity securities
generally have greater price volatility than bonds and other debt securities.

Other Investment Companies Risk. The Fund may invest in securities of
other open-or closed-end investment companies, including ETFs. In current market
conditions, GPAM initialy expects to seek to obtain exposure to equity markets
by investing primarily in exchange-traded funds. As a stockholder in an
investment company, the Fund will bear its ratable share of that investment
company's expenses, and would remain subject to payment of the Fund's investment
management fees with respect to the assets so invested. Shareholders would
therefore be subject to duplicative expenses to the extent the Fund invests in
other investment companies. In addition, these other investment companies may
utilize financial leverage, in which case an investment would subject the Fund
to additional risks associated with leverage.

Options Risk. There are various risks associated with the Fund's
covered call option strategy. The purchaser of an index option written by the
Fund has the right to any appreciation in the cash value of the index over the
strike price on the expiration date. Therefore, as the writer of an index call
option, the Fund forgoes the opportunity to profit from increases in the index
over the strike price of the option. However, the Fund has retained the risk of
loss (net of premiums received) should the price of the Fund's portfolio
securities decline. Similarly, as the writer of a call option on an individual
security held in the Fund's portfolio, the Fund forgoes, during the option's
life, the opportunity to profit from increases in the market value of the
security covering the call option above the sum of the premium and the strike
price of the call but has retained the risk of loss (net of premiums received)
should the price of the underlying security decline.

The value of options written by the Fund, which will be priced daily,
will be affected by, among other factors, changes in the value of underlying
securities (including those comprising an index), changes in the dividend rates
of underlying securities, changes in interest rates, changes in the actual or
perceived volatility of the stock market and underlying securities and the
remaining time to an option's expiration. The value of an option also may be
adversely affected if the market for the option is reduced or becomes less
liquid.

There are significant differences between the securities and options
markets that could result in an imperfect correlation between these markets,
causing a given transaction not to achieve its objectives. A decision as to
whether, when and how to use options involves the exercise of skill and
judgment, and even a well-conceived transaction may be unsuccessful to some
degree because of market behavior or unexpected events. In the case of index
options, Analytic will attempt to maintain for the Fund written call options
positions on equity indexes whose price movements, taken in the aggregate, are
closely correlated with the price movements of common stocks and other
securities held in the Fund's equity portfolio. However, this strategy involves
significant risk that the changes in value of the indexes underlying the Fund's
written call options positions will not correlate closely with changes in the
market value of securities held by the Fund. To the extent that there is a lack
of correlation, movements in the indexes underlying the options positions may
result in losses to the Fund, which may more than offset any gains received by
the Fund from options premiums. In these and other circumstances, the Fund may
be required to sell portfolio securities to satisfy its obligations as the
writer of an index call option, when it would not otherwise choose to do so, or
may choose to sell portfolio securities to realize gains to supplement Fund
distributions. Such sales would involve transaction costs borne by the Fund and
may also result in realization of taxable capital gains, including short-term
capital gains taxed at ordinary income tax rates, and may adversely impact the
Fund's after-tax returns.

There can be no assurance that a liquid market will exist when the
Fund seeks to close out an option position. Reasons for the absence of a liquid
secondary market on an exchange include the following: (i) there may be
insufficient trading interest in certain options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v) the
facilities of an exchange or The Options Clearing Corporation (the "OCC") may
not at all times be adequate to handle current trading volume; or (vi) one or
more exchanges could, for economic or other reasons, decide or be compelled at
some future date to discontinue the trading of options (or a particular class
or series of options). If trading were discontinued, the secondary market on
that exchange (or in that class or series of options) would cease to exist.
However, outstanding options on that exchange that had been issued by the OCC
as a result of trades on that exchange would continue to be exercisable in
accordance

with their terms. In the event that the Fund were unable to close out a call
option that it had written on a portfolio security, it would not be able to
sell the underlying security unless the option expired without exercise. To the
extent that the Fund owns unlisted (or "over-the-counter") options, the Fund's
ability to terminate these options may be more limited than with
exchange-traded options and may involve enhanced risk that counterparties
participating in such transactions will not fulfill their obligations.

The hours of trading for options may not conform to the hours during
which the securities held by the Fund are traded. To the extent that the
options markets close before the markets for the underlying securities,
significant price and rate movements can take place in the underlying markets
that cannot be reflected in the options markets. Additionally, the exercise
price of an option may be adjusted downward before the option's expiration as a
result of the occurrence of certain corporate events affecting underlying
securities, such as extraordinary dividends, stock splits, mergers or other
extraordinary distributions or events. A reduction in the exercise price of an
option might reduce the Fund's capital appreciation potential on underlying
securities held by the Fund.

The Fund's use of purchased put options on equity indexes as a
hedging strategy would involve certain risks similar to those of written call
options, including that the strategy may not work as intended due to a lack of
correlation between changes in value of the index underlying the put option and
changes in the market value of the Fund's portfolio securities. Further, a put
option acquired by the Fund and not sold prior to expiration will expire
worthless if the cash value of the index or market value of the underlying
security at expiration exceeds the exercise price of the option, thereby
causing the Fund to lose its entire investment in the option.

The Fund's options transactions will be subject to limitations
established by each of the exchanges, boards of trade or other trading
facilities on which the options are traded. These limitations govern the
maximum number of options in each class which may be written or purchased by a
single investor or group of investors acting in concert, regardless of whether
the options are written or purchased on the same or different exchanges, boards
of trade or other trading facilities or are held or written in one or more
accounts or through one or more brokers. Thus, the number of options which the
Fund may write or purchase may be affected by options written or purchased by
other investment advisory clients of the Sub-Adviser. An exchange, board of
trade or other trading facility may order the liquidation of positions found to
be in excess of these limits, and it may impose other sanctions.

Derivatives Risk. Derivatives are subject to a number of risks such as
liquidity risk, equity securities risk, issuer risk, interest rate risk, credit
risk, leveraging risk, counterparty risk, management risk and, if applicable,
medium and smaller company risk. They also involve the risk of mispricing or
improper valuation, the risk of ambiguous documentation and the risk that
changes in the

value of a derivative may not correlate perfectly with an underlying asset,
interest rate or index. Suitable derivative transactions may not be available
in all circumstances and there can be no assurance that the Fund will engage in
these transactions to reduce exposure to other risks when that would be
beneficial. The use of derivatives transactions may result in losses greater
than if they had not been used, may require the Fund to sell or purchase
portfolio securities at inopportune times or for prices other than current
market values, may limit the amount of appreciation the Fund can realize on an
investment or may cause the Fund to hold a security that it might otherwise
sell. Additionally, amounts paid by the Fund as premiums and cash or other
assets held in margin accounts with respect to derivatives transactions are not
otherwise available to the Fund for investment purposes.

Proposed legislation regarding regulation of the financial sector
could change the way in which derivative instruments are regulated and/or
traded. Among the legislative proposals are requirements that derivative
instruments be traded on regulated exchanges and cleared through central
clearinghouses, limitations on derivative trading by certain financial
institutions, reporting of derivatives transactions, regulation of derivatives
dealers and imposition of additional collateral requirements. There can be no
assurance Such regulation, if enacted, may impact the availability, liquidity
and cost of derivative instruments. There can be no assurance that such
legislation or regulation will not have a material adverse effect on the Fund
or will not impair the ability of the Fund to achieve its investment objective.

The Fund may enter into derivatives transactions that may in certain
circumstances produce effects similar to leverage and expose the Fund to
related risks. See "Leverage Risk" below.

Counterparty Risk. The Fund will be subject to risk with respect to
the counterparties to the derivative contracts purchased or sold by the Fund.
If a counterparty becomes bankrupt or otherwise fails to perform its
obligations under a derivative contract due to financial difficulties, the Fund
may experience significant delays in obtaining any recovery under the
derivative contract in a bankruptcy or other reorganization proceeding. The
Fund may obtain only a limited recovery or may obtain no recovery in these
circumstances.

Financial Leverage Risk. Use of financial leverage creates an
opportunity for increased income and capital appreciation but, at the same
time, creates special risks. There can be no assurance that a leveraging
strategy will be utilized or will be successful. Financial leverage is a
speculative technique that exposes the Fund to greater risk and increased costs
than if it were not implemented. Increases and decreases in the value of the
Fund's portfolio will be magnified when the Fund uses financial leverage. As a
result, financial leverage may cause greater changes in the Fund's net asset
value and returns than if financial leverage had not been used. The Fund will
also have to pay interest on its indebtedness, if any, which may reduce the
Fund's return. This interest expense may be greater than the

Fund's return on the underlying investment, which would negatively affect the
performance of the Fund.

During the time in which the Fund is utilizing financial leverage,
the amount of the fees paid to the Adviser and the Sub-Adviser for investment
advisory services will be higher than if the Fund did not utilize financial
leverage because the fees paid will be calculated based on the Fund's Managed
Assets, including proceeds of financial leverage. This may create a conflict of
interest between the Adviser and the Sub-Adviser and common shareholders.
Common shareholders bear the portion of the investment advisory fee
attributable to the assets purchased with the proceeds of financial leverage,
which means that common shareholders effectively bear the entire advisory fee.
In order to manage this conflict of interest, any use of financial leverage
must be approved by the Board of Trustees and the Board of Trustees will
receive regular reports from the Adviser and the Sub-Adviser regarding the
Fund's use of financial leverage and the effect of financial leverage on the
management of the Fund's portfolio and the performance of the Fund.

Reverse repurchase agreements involve the risks that the interest
income earned on the investment of the proceeds will be less than the interest
expense and Fund expenses, that the market value of the securities sold by the
Fund may decline below the price at which the Fund is obligated to repurchase
such securities and that the securities may not be returned to the Fund.

Medium and Smaller Company Risk. The general risks associated with
the types of securities in which the Fund invests are particularly pronounced
for securities issued by companies with medium and smaller market
capitalizations. These companies may have limited product lines, markets or
financial resources or they may depend on a few key employees. As a result,
they may be subject to greater levels of credit, market and issuer risk.
Securities of medium and smaller companies may trade less frequently and in
lesser volume than more widely held securities and their values may fluctuate
more sharply than other securities.

Foreign Investment Risk. Investments in securities of foreign issuers
involve special risks. For example, the value of these investments may decline
in response to unfavorable political and legal developments, unreliable or
untimely information, or economic and financial instability. There may be less
publicly available information about a foreign company than a U.S. company.
Foreign companies are not generally subject to uniform accounting, auditing and
financial standards and requirements comparable to those standards applicable
to U.S. companies. Foreign securities exchanges, brokers and listed companies
may be subject to less government supervision and regulation than exists in the
United States. Dividend and interest income may be subject to withholding and
other foreign taxes, which may adversely affect the net return on such
investments. There may be difficulty in obtaining or enforcing a court judgment
abroad. In addition, it may be difficult to effect repatriation of capital
invested in certain countries. In addition, with respect to certain countries,
there are risks of expropriation,

confiscatory taxation, political or social instability or diplomatic
developments that could affect assets of the Fund held in foreign countries.
Foreign securities markets may have substantially less volume than U.S.
securities markets and some foreign company securities are less liquid than
securities of otherwise comparable U.S. companies. Foreign markets also have
different clearance and settlement procedures that could cause the Fund to
encounter difficulties in purchasing and selling securities on such markets and
may result in the Fund missing attractive investment opportunities or
experiencing loss. In addition, a portfolio that includes foreign securities
can expect to have a higher expense ratio because of the increased transaction
costs on non-U.S. securities markets and the increased costs of maintaining the
custody of foreign securities. Similar foreign investment risks may apply to
futures contracts and other derivative instruments in which the Fund invests
that trade on foreign exchanges. The value of derivative and other instruments
denominated in or that pay revenues in foreign currencies may fluctuate based
on changes in the value of those currencies relative to the U.S. dollar, and a
decline in applicable foreign exchange rates could reduce the value of such
instruments held by the Fund. Foreign settlement procedures also may involve
additional risks.

ADRs are receipts issued by United States banks or trust companies in
respect of securities of foreign issuers held on deposit for use in the United
States securities markets. While ADRs may not necessarily be denominated in the
same currency as the securities into which they may be converted, many of the
risks associated with foreign securities may also apply to ADRs. In addition,
the underlying issuers of certain depositary receipts, particularly unsponsored
or unregistered depositary receipts, are under no obligation to distribute
shareholder communications to the holders of such receipts, or to pass through
to them any voting rights with respect to the deposited securities.

Inflation/Deflation Risk. Inflation risk is the risk that the value
of assets or income from the Fund's investments will be worth less in the
future as inflation decreases the value of payments at future dates. As
inflation increases, the real value of the Fund's portfolio could decline.
Deflation risk is the risk that prices throughout the economy decline over
time. Deflation may have an adverse effect on the creditworthiness of issuers
and may make issuer default more likely, which may result in a decline in the
value of the Fund's portfolio.

Management Risk. The Fund is subject to management risk because it
has an actively managed portfolio. The Sub-Adviser will apply investment
techniques and risk analysis in making investment decisions for the Fund, but
there can be no guarantee that these will produce the desired results. The Fund
will invest in securities that the Sub-Adviser believes are undervalued or
mispriced as a result of recent economic events, such as market dislocations,
the inability of other investors to evaluate risk and forced selling. If the
Sub-Adviser's perception of the value of a security is incorrect, your
investment in the Fund may lose value.

Portfolio Turnover Risk. The Fund's annual portfolio turnover rate
may vary greatly from year to year. Portfolio turnover rate is not considered a
limiting factor in the execution of investment decisions for the Fund. A higher
portfolio turnover rate results in correspondingly greater brokerage
commissions and other transactional expenses that are borne by the Fund. High
portfolio turnover may result in an increased realization of net short-term
capital gains by the Fund which, when distributed to shareholders, will be
taxable as ordinary income. Additionally, in a declining market, portfolio
turnover may create realized capital losses.

Recent Market Developments. Global financial markets have experienced
periods of unprecedented turmoil. The debt and equity capital markets in the
United States were negatively impacted by significant write-offs in the
financial services sector relating to subprime mortgages and the re-pricing of
credit risk in the broader market, among other things. These events, along with
the deterioration of the housing market, the failure of major financial
institutions and the concerns that other financial institutions as well as the
global financial system were also experiencing severe economic distress
materially and adversely impacted the broader financial and credit markets and
reduced the availability of debt and equity capital for the market as a whole
and financial firms in particular. These events contributed to severe market
volatility and caused severe liquidity strains in the credit markets. Volatile
financial markets can expose the Fund to greater market and liquidity risk and
potential difficulty in valuing portfolio instruments held by the Fund. The
third and fourth quarters of 2009 witnessed more stabilized economic activity
as expectations for an economic recovery increased. However, risks to a robust
resumption of growth persist: a weak consumer weighed down by too much debt and
increasing joblessness, the growing size of the federal budget deficit and
national debt, and the threat of inflation. A return to unfavorable economic
conditions or sustained economic slowdown may place downward pressure on equity
markets, which in turn, may adversely affect the Fund. The current financial
market situation, as well as various social, political, and psychological
tensions in the United States and around the world, may continue to contribute
to increased market volatility, may have long-term effects on the U.S. and
worldwide financial markets; and may cause further economic uncertainties or
deterioration in the United States and worldwide. The prolonged continuation or
further deterioration of the current U.S. and global economic downturn could
adversely impact the Fund's portfolio. The Sub-Adviser does not know how long
the financial markets will continue to be affected by these events and cannot
predict the effects of these or similar events in the future on the U.S.
economy and securities markets in the Fund's portfolio.

Government Intervention in Financial Markets. The instability in the
financial markets discussed above has led the U.S. Government to take a number
of unprecedented actions designed to support certain financial institutions and
segments of the financial markets that have experienced extreme volatility, and
in some cases a lack of liquidity. Federal, state, and other governments, their
regulatory agencies, or self regulatory organizations may take actions that
affect the

regulation of the instruments in which the Fund invests, or the issuers of such
instruments, in ways that are unforeseeable. Governments or their agencies may
also acquire distressed assets from financial institutions and acquire
ownership interests in those institutions. The long-term implications of
government ownership and disposition of these assets are unclear, and may have
positive or negative effects on the liquidity, valuation and performance of the
Fund's portfolio holdings.

Legislation Risk. At any time after the date hereof, legislation may
be enacted that could negatively affect the assets of the Fund or the issuers
of such assets. Changing approaches to regulation may have a negative impact on
the Fund entities in which the Fund invests. Legislation or regulation may also
change the way in which the Fund itself is regulated. There can be no assurance
that future legislation, regulation or deregulation will not have a material
adverse effect on the Fund or will not impair the ability of the Fund to
achieve its investment objective.

Market Disruption and Geopolitical Risk. The aftermath of the war in
Iraq and the continuing occupation of Iraq, instability in the Middle East and
terrorist attacks in the United States and around the world have contributed to
increased market volatility, may have long-term effects on the U.S. and
worldwide financial markets and may cause further economic uncertainties or
deterioration in the United States and worldwide. The Adviser and Sub-Adviser
do not know how long the financial markets will continue to be affected by
these events and cannot predict the effects of these or similar events in the
future on the U.S. and global economies and securities markets.

MANAGEMENT OF THE FUND

The portfolio management personnel of the Sub-Adviser who are
primarily responsible for the day-to-day management of the Fund's portfolio
are: Robert Daviduk, Managing Director and Senior Portfolio Manager of the
Sub-Adviser; Jayson Flowers, Managing Director of the Sub-Adviser; Jamal
Pesaran, Portfolio Sector Manager of the Sub-Adviser; Farhan Sharaff, Assistant
Chief Investment Officer, Equities of the Sub-Adviser; and Scott Minerd, Chief
Investment Officer of the Sub-Adviser. Robert Daviduk serves as the lead
portfolio manager of the Fund. The portfolio management personnel primarily
responsible for the day-to-day management of the Fund's portfolio are supported
by a team of equity analysts and risk managers.

Robert Daviduk. Bob Daviduk is a Managing Director and Senior
Portfolio Manager in the fixed-income group at Guggenheim and has over 25 years
of portfolio management experience. He is a member of the Portfolio
Construction Group and is the lead portfolio manager for several client
portfolios. Prior to joining Guggenheim in 2006, Mr. Daviduk was a Partner and
COO at Global Fixed-Income Partners, LLC (2005-2006), a money manager and hedge
fund. At Wells Capital Management (2002-2005), Mr. Daviduk was a Managing
Director and headed several investment teams responsible for the management of
$25 billion of fixed income assets across a full range of durations, asset
classes and credit qualities. Before that, Mr. Daviduk was a Senior Vice
President at Banc of America Capital

Management (1997-2002), where he headed the firm's structured product
investments effort and earlier in his tenure he served as a portfolio generalist
responsible for managing numerous portfolios with significant allocations to
corporate and cross-over credits. Mr. Daviduk managed municipal, high-yield,
investment-grade and non-dollar securities at Brown Brothers Harriman & Co.
(1985-1990). Mr. Daviduk earned his MBA in Finance and International Business
from New York University in 1992, where he graduated first in his class, and
earned his BS in Business Administration and Accounting from Bucknell University
in 1984.

Jayson Flowers. Mr. Flowers joined the Sub-Adviser in 2001, and
serves as the Managing Director of GPAM, heading Guggenheim's Equity and
Derivative Strategies. Mr. Flowers has more than 15 years experience in the
financial markets with concentration in risk management and trading across
various sectors of the capital structure. His investment experience ranges in
expertise from structured product investments and asset backed securities, to
trading U.S. Government agencies, foreign sovereign debt, commodities, indexed
futures, derivative and global equity arbitrage. Prior to working for the
Sub-Adviser, Mr. Flowers was a co-founder and partner of Adventure Capital
(1998-2001), a boutique venture capital and merchant banking company.
Previously Mr. Flowers was at Credit Suisse First Boston (1995-1998), Dominick
& Dominick Inc. (1993-1995), and Coopers & Lybrand (1993). Mr. Flowers
holds a BA in Economics from Union College.

Jamal Pesaran. Mr. Pesaran is a Portfolio Sector Manager covering
equity and equity derivatives strategies. Prior to joining the Sub-Adviser, he
was with Lehman Brothers (2005-2007) and then HSBC Securities (2007-2008) in
equity derivatives sales covering hedge fund clients for the US and Pacific Rim
markets. Mr. Pesaran was an options market-maker and portfolio manager from
1996-2004 notably with Goldman Sachs' Hull Trading Group (1998-2001) and UBS
Investment Bank (2002-2004) in London and Frankfurt, respectively. Mr. Pesaran
holds his MBA from UCLA Anderson Graduate School of Business and a Bachelor of
Science degree in Economics from Bristol University (U.K.). Mr. Pesaran joined
Guggenheim in 2008.

Farhan Sharaff. Mr. Sharaff is the Assistant Chief Investment
Officer, Equities of GPAM. Mr.Sharaff has more than 20 years of experience in
investment research and investment management. Prior to joining the Sub-Adviser
in June of 2009, he was a Partner and Chief Investment Officer at MJX Capital
Advisors (2004-2009), a wealth management firm focused on providing advice and
investment management for its clients, especially in the traditional and
alternative asset classes. Prior to that, Mr. Sharaff served as the global
Chief Investment Officer at CIGNA Corporation (2003-2004), Zurich Scudder
Investments (1999-2003) and Citigroup (1984-1999). In all of the above
engagements, Mr. Sharaff was responsible for research, investment management,
product development and investment risk management. He was also a member of the
business management

teams at Citigroup and Zurich Scudder. Mr. Sharaff has a Bachelor of Science in
Electrical Engineering from the University of Aston (U.K.) and an MBA in
Finance from the Manchester Business School (U.K.). In addition, Mr. Sharaff
sits on boards for CITIC Capital Asset Management, Clarfeld Financial Advisors,
and Transparent Value Trust.

Scott Minerd. Since 2001, Mr. Minerd has served as Chief Investment
Officer of the Sub-Adviser, guiding the investment strategies of the sector
portfolio managers. He was formerly a Managing Director with Credit Suisse First
Boston in charge of trading and risk management for the Fixed Income Credit
Trading Group (1994-1996). In this position, he was responsible for the
corporate bond, preferred stock, money markets, U.S. government agency and
sovereign debt, derivatives securities, structured debt and interest-rate swaps
trading business units. Previously, Mr. Minerd was Morgan Stanley's London-based
European Capital Markets Products Trading and Risk Manager responsible for
Eurobonds, Euro-MTNs, domestic European Bonds, FRNs, derivative securities and
money market products in 12 European currencies and Asian markets (1988-1994).
Mr. Minerd has also held capital markets positions with Merrill Lynch
(1983-1988) and Continental Bank (1982-1983) and was a Certified Public
Accountant working for Price Waterhouse (1980-1982). Mr. Minerd holds a BS
degree in Economics from the Wharton School, University of Pennsylvania and has
completed graduate work at both the University of Chicago Graduate School of
Business and the Wharton School, University of Pennsylvania.

ANALYTIC SUB-ADVISORY AGREEMENT

Analytic previously served as the Fund's investment sub-adviser
pursuant to the Analytic Sub-Advisory Agreement. The Analytic Sub-Advisory
Agreement was most recently approved by the Board on September 29, 2009 and by
shareholders of the Fund on February 18, 2010.

On April 20, 2010 the Board approved the termination of the Analytic
Sub-Advisory Agreement and the Adviser provided notice to Analytic of such
termination, effective as of June 21, 2010.

INTERIM SUB-ADVISORY AGREEMENT

Rule 15a-4 under the 1940 Act permits the Board (including a majority
of the Independent Trustees) to approve and enter into the Interim Sub-Advisory
Agreement pursuant to which GPAM may serve as investment sub-adviser to the
Fund for up to 150 days from the termination of the Analytic Sub-Advisory
Agreement, pending receipt of shareholder approval of the New Sub-Advisory
Agreement.

Based upon the considerations described below under "--Board
Considerations," the Board, including the Independent Trustees, approved the
Interim Sub-Advisory Agreement on April 20, 2010. The Interim Sub-Advisory
Agreement was entered into and became effective on June 21, 2010, upon the
termination of the Analytic Sub-Advisory Agreement. The compensation paid to

GPAM under the Interim Sub-Advisory Agreement is less than the compensation
that would have been paid under the Analytic Sub-Advisory Agreement.

There are no material differences between the terms of the Interim
Sub-Advisory Agreement and the terms of the New Sub-Advisory Agreement, except
that the Interim Sub-Advisory Agreement terminates upon the earlier of (i) the
150th day following the termination of the Analytic Sub-Advisory Agreement or
(ii) the effectiveness of the New Sub-Advisory Agreement.

NEW SUB-ADVISORY AGREEMENT

It is proposed that the Fund, the Adviser and GPAM enter into the New
Sub-Advisory Agreement, to become effective upon the date of shareholder
approval. Under Section 15(a) of the 1940 Act, the New Sub-Advisory Agreement
requires the approval of (i) the Board, including a majority of the Trustees
who are not "interested persons" of any party to the New Sub-Advisory
Agreement, and (ii) the shareholders of the Fund. Based upon the considerations
described below under "--Board Considerations," the Board, including all of the
Independent Trustees, approved the New Sub-Advisory Agreement on April 20,
2010.

Except as noted below, the terms of the New Sub-Advisory Agreement
are substantially similar to the terms of the Analytic Sub-Advisory Agreement.
A copy of the New Sub-Advisory Agreement is attached hereto as Appendix B and
the description of the New Sub-Advisory Agreement is qualified in its entirety
by reference to Appendix B.

Under the New Sub-Advisory Agreement, pursuant to the oversight and
supervision of the Adviser and the direction and control of the Board, GPAM
will perform certain of the day-to-day operations of the Fund which may include
one or more of the following services at the request of the Adviser: (i)
managing the investment and reinvestment of the Fund's assets in accordance
with the investment policies of the Fund; (ii) arranging for the purchase and
sale of securities and other assets for the Fund; (iii) providing investment
research and credit analysis concerning the Fund's assets; (iv) placing orders
for purchases and sales of the Fund's assets; (v) maintaining the books and
records as are required to support Fund investment operations; (vi) monitoring
on a daily basis the investment activities and portfolio holdings relating to
the Fund; and (vii) voting proxies relating to the Fund's portfolio securities
in accordance with GPAM's proxy voting policies and procedures. At the request
of the Adviser, GPAM will also, subject to the oversight and supervision of the
Adviser and the direction and control of the Board, consult with the Adviser as
to the overall management of the Fund's assets and the investment policies and
practices of the Fund. The nature of the services to be performed by GPAM
pursuant to the New Sub-Advisory Agreement are expected to be substantially
similar to the services performed by Analytic under the Analytic Sub-Advisory
Agreement.

The initial term of the New Sub-Advisory Agreement will be a period
of one year, upon approval by shareholders. The New Sub-Advisory Agreement
shall continue from year to year after the initial term if approved annually
(i) by the

Board or the holders of a majority of the outstanding voting securities of the
Fund and (ii) by a majority of the Trustees who are not "interested persons" of
any party to the New Sub-Advisory Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. These provisions of
the New Sub-Advisory Agreement are substantially similar to the corresponding
provisions of the Analytic Sub-Advisory Agreement.

The New Sub-Advisory Agreement provides that GPAM will not be liable
for any error of judgment or mistake of law or for any loss suffered by GPAM,
the Adviser or by the Fund (including, without limitation, by reason of the
purchase, sale or retention of any investments for the Fund) in connection with
the performance of GPAM's obligations under this Agreement, except a loss
resulting from GPAM's breach of fiduciary duty with respect to GPAM's receipt
of compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its duties under the New Sub-Advisory Agreement.
These provisions of the New Sub-Advisory Agreement are substantially similar to
the corresponding provisions of the Analytic Sub-Advisory Agreement.

The New Sub-Advisory Agreement provides that pursuant to a Trademark
Sub-License Agreement between the Adviser and GPAM, GPAM has consented to the
use by the Fund of the name or identifying word "Guggenheim" in the name of the
Fund. Analytic had granted a similar consent in the Analytic Sub-Advisory
Agreement.

The New Sub-Advisory Agreement may be terminated by the Fund upon 60
days' notice to the Sub-Adviser provided that the termination is directed or
approved by (i) the vote of a majority of the Board then in office or (ii) the
vote of the holders of a majority of the voting securities of the Fund then
outstanding and entitled to vote. The New Sub-Advisory Agreement may also be
terminated by the Sub-Adviser upon 60 days' written notice to the Fund, and
will terminate automatically upon any termination of the investment advisory
agreement between the Fund and the Adviser. These provisions of the New
Sub-Advisory Agreement are substantially similar to the corresponding
provisions of the Analytic Sub-Advisory Agreement. Unlike the Analytic
Sub-Advisory Agreement, the New Sub-Advisory Agreement will also terminate upon
termination of the investment advisory agreement among the Fund and the
Adviser.

SUB-ADVISORY FEE

The investment advisory fee rate paid by the Fund is lower as a
result of the Board's approval of the Interim Sub-Advisory Agreement and New
Sub-Advisory Agreement. The Fund previously paid to the Adviser an investment
advisory fee at an annual rate equal to 1.00% of the average daily value of the
Fund's "total managed assets" (as defined below). Effective April 20, 2010, the
Adviser and the Fund contractually agreed to a permanent 0.10% reduction in the
advisory fee, such that the Fund pays to the Adviser an investment advisory fee
at an annual rate equal to 0.90% of the average daily value of the Fund's
"total

managed assets." In addition, the Adviser and the Fund contractually agreed
that commencing as of the date of the Interim Sub-Advisory Agreement and
continuing during the term of the Interim Sub-Advisory Agreement and New
Sub-Advisory Agreement and for so long as the investment sub-adviser of the
Fund shall be an affiliated person of the Adviser, the Adviser shall waive an
additional 0.10% of the advisory fee, such that the Fund pays to the Adviser an
investment advisory fee at an annual rate equal to 0.80% of the average daily
value of the Fund's "total managed assets."

The Adviser pays the investment sub-advisory fee out of the advisory
fee received by the Adviser. The Adviser previously paid to Analytic a
sub-advisory fee equal to 0.50% of the Fund's "total managed assets." Pursuant
to the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement, the
Adviser pays to GPAM a sub-advisory fee equal to 0.40% of the Fund's "total
managed assets."

"Total managed assets" is defined as (i) the net assets of the Fund
(including assets attributable to any preferred shares that may be outstanding)
plus (ii) any additional total assets of the Fund attributable to borrowings of
money, the use of reverse repurchase agreements or dollar rolls or the issuance
of debt securities (together "external borrowings"), without deducting
liabilities representing external borrowings.

ADDITIONAL INFORMATION REGARDING GPAM

Chief Executive Officer. The Chief Executive Officer of GPAM is Scott
Minerd, 100 Wilshire Boulevard, Suite 500, Santa Monica, California 90401.

Other Funds Advised by GPAM. As of the Record Date, GPAM acted as
investment sub-adviser with respect to one other registered investment company
having similar investment objectives as the Fund.

MANAGED SUB-ADVISORY
FUND ASSETS FEE
---------------------------------------------------------------
Claymore/Guggenheim Strategic
Opportunities Fund ("GOF") $231 million(1) 0.50%
-----------------------------
(1) As of May 28, 2010.

Relationships with the Fund. No officer or Trustee of the Fund is an
officer, employee, director, general partner or shareholder of GPAM or has any
material direct or indirect interest in GPAM or any other person controlling,
controlled by or under common control with GPAM. Officers of the Fund, as
disclosed herein under "Proposal 2: Election of Trustees--Executive Officers"
are employees or officers of the Adviser, an affiliate of GPAM.

No Trustee of the Fund had any material interest, direct or indirect,
in any material transactions since January 1, 2009, or in any material proposed
transactions, to which GPAM, or any affiliated person of GPAM, was or is to be
a party.

During the fiscal year ended December 31, 2009, the Fund paid the
following fees to the Adviser, an affiliate of GPAM:

Advisory fees: $1,775,699 (of which $887,849.50 was paid to Analytic
as sub-advisory fees)

Administration fees: $48,832

The Fund will continue to pay advisory fees and administration fees to
the Adviser following the effectiveness of the Interim Sub-Advisory Agreement
and New Sub-Advisory Agreement.

During the fiscal year ended December 31, 2009 the Fund paid no
commissions to brokers affiliated with GPAM.

BOARD CONSIDERATIONS

Selection of GPAM. In light of the Fund's underperformance relative
to applicable benchmarks, following the October 2009 quarterly Board meeting
the Board instructed Fund management to consider and evaluate various strategic
alternatives for the Fund and to recommend to the Board a course of action to
be considered. Among the alternatives examined by Fund management were
liquidating and terminating the Fund, merging the Fund into another fund,
continuing the Fund in its current format with the consideration of a tender
offer and/or temporary fee waiver, and retaining a new investment adviser
and/or sub-adviser. In evaluating the strategic alternatives presented by Fund
management, factors considered by the Board over the course of a series of
formal and informal meetings included the Fund's underperformance, the
maintenance of the Fund's dividend, the level of investment risk and the
utilization of the Fund's capital loss carryforward. Fund management had
various discussions with the Board and/or the Board's Nominating and Governance
Committee (sometimes referred to as the "Committee" and consisting solely of
the Independent Trustees) regarding the strategic alternatives and responded to
requests from the Committee and counsel to the Independent Trustees for
additional information. Over the course of the evaluation process, the Board
received and considered information and proposals from the Adviser, Analytic,
Old Mutual Capital ("OmCap"), a subsidiary of Analytic's parent company, Old
Mutual (US) Holdings Inc., and from GPAM.

At a meeting held on January 20, 2010, each of the Adviser, OmCap and
Analytic presented to the Board its respective proposal related to strategic
alternatives for the Fund. The Board considered the presentations of each of
the Adviser, OmCap and Analytic, and discussed the presentations both in
executive session and with representatives of each of the Adviser, OmCap and
Analytic. Following that meeting, the Committee requested that each of the
Adviser and OmCap prepare and present proposals regarding the ongoing
management of the Fund, including recommendations for changes in investment
strategy desirable to manage an equity fund that generates income, proposed
managers to be considered as investment sub-advisers and information on the
selection process for recommending proposed managers. The Committee considered
the presentations of

each of the Adviser and OmCap at a meeting held on March 24, 2010, discussing
the presentations both in executive session and with representatives of each of
the Adviser and OmCap.

The Adviser provided to the Committee an analysis of three potential
equity income investment strategies, which included long/short, 130/30 and
covered call strategies. The Adviser also described its systematic screening
process of the universe of potential managers. After reviewing Zephyr,
Morningstar/Fundamental Data, eVestment Alliance and Bloomberg to establish the
universe of potential managers, the Adviser commissioned its affiliate, Asset
Consulting Group, to utilize its proprietary database to further screen
potential managers. The Adviser then eliminated sector-specific strategies,
narrowly-focused strategies and strategies with poor historic performance. The
Adviser evaluated each remaining manager's performance with an emphasis placed
on attractive risk-adjusted returns and identified a preliminary list of
managers on which to perform additional analysis and ascertain their ability
and willingness to serve as investment sub-adviser to the Fund. The Adviser's
additional analysis considered performance and volatility metrics, experience,
capabilities and fees. Based on this analysis, the Adviser generated a list of
potential managers and a recommended manager in each category of long/short,
130/30 and covered call strategy.

OmCap provided the Board with information about its organization and
resources, its personnel and its ability to serve as investment adviser to the
Fund. In its presentation OmCap stated its belief that the Fund's investment
objective and current strategy should be maintained and offered a proposed
management fee reduction combined with elimination of the administrative
services contract for an overall reduction in operating expenses. OmCap's
proposal also noted enhanced after-market coverage and proposed a reduction of
the Fund's dividend to utilize the Fund's capital loss carryforward. OmCap
discussed its experience in overseeing sub-advisers. OmCap provided information
regarding its screening process and a number of potential 130/30 managers
considered pursuant to its screening process. OmCap discussed with the Board
the due diligence process that it would conduct with respect to such managers
if it were to be appointed as the Fund's investment adviser.

In light of the combined goals of improving the Fund's performance,
maintaining the Fund's dividend, potentially stabilizing and growing the Fund's
net asset value and allowing effective utilization of the Fund's capital loss
carryforward and based upon its evaluation of the Adviser's and OmCap's
presentations, the Committee determined by a majority vote not to recommend
replacement of the investment adviser. Thereafter, the Adviser further analyzed
the three potential investment strategies presented and subsequently
recommended to the Board that the Fund be managed using GPAM's covered call
strategy and that GPAM be retained as the Fund's new investment sub-adviser.
The Committee requested additional information regarding the proposed
sub-advisory arrangements with GPAM, including GPAM's portfolio management
personnel, the proposed fee structure and the proposed transition plan for the
appointment of GPAM, including costs associated with the transition and the
allocation of such costs. The Committee

requested that additional information regarding the Adviser's due diligence
review and selection of GPAM be provided in light of GPAM's affiliation with
the Adviser.

The Committee met on April 7, 2010 and April 14, 2010 and the Board
met on April 19-20, 2010 to review the additional materials provided by the
Adviser and GPAM. The Board noted that each of GPAM and the Adviser is a
wholly-owned subsidiary of Guggenheim, a diversified financial services firm
with wealth management, capital markets, investment management and proprietary
investing businesses. The Board also considered the fact that the total
management fees paid by the Fund will be lower if the New Sub-Advisory
Agreement with GPAM is approved.

Board Approval of Interim Sub-Advisory Agreement and New Sub-Advisory
Agreement. On April 20, 2010, the Board, including the Independent Trustees,
considered the approval of the Interim Sub-Advisory Agreement and the New
Sub-Advisory Agreement. The Board's consideration included a unanimous
recommendation from the Committee that it was in the best interests of the Fund
to approve the termination of the Analytic Sub-Advisory Agreement and to
approve the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement
with GPAM.

As part of its review and recommendation process, the Committee was
represented by independent legal counsel. The Board and the Committee reviewed
materials received from the Adviser, GPAM and independent legal counsel in
connection with the January 20-21, 2010, April 19-20, 2010 Board meetings and
information received by the Committee at meetings held on March 24, 2010, April
7, 2010 and April 14, 2010.

During its meetings the Board considered various strategic
alternatives for the Fund in light of the Fund's underperformance relative to
applicable benchmarks. Among the alternatives considered but not selected by
the Board were liquidation and termination of the Fund, continuation of the
Fund with the implementation of a tender offer, implementation of a temporary
fee waiver, merger into another fund, and termination of the current investment
adviser and appointment of a new investment adviser.

The Board determined that it was in the best interests of the Fund to
terminate the Analytic Sub-Advisory Agreement and to approve the Interim
Sub-Advisory Agreement and the New Sub-Advisory Agreement with GPAM. In
reaching the conclusion to approve the Interim Sub-Advisory Agreement and the
New Sub-Advisory Agreement with GPAM, no single factor was determinative in the
Board's analysis, but rather the Board considered a variety of factors,
including the following.

With respect to the nature, extent and quality of services to be
provided by GPAM, the Board considered the qualifications, experience and
skills of GPAM's portfolio management and other key personnel. The Board
considered GPAM's ability to seek to achieve the Fund's investment objective of
seeking a high level of

current income and gains with a secondary objective of long-term capital
appreciation, and noted information provided by the Adviser regarding GPAM's
performance relative to the performance of other advisers and funds employing a
covered call strategy. The Board considered the close collaboration between the
Adviser and GPAM, an affiliate of the Adviser, in re-examining the Fund's
investment strategy to allow the effective utilization of the capital loss
carryforward, maintenance of the dividend and the potential to stabilize and
grow the Fund's net asset value. The Board also considered that the Adviser and
GPAM intended that the Fund employ leverage, likely with a credit facility.

In evaluating investment performance, the Board reviewed information
provided by the Adviser including the return of GPAM's covered call strategy,
over the one, three and five year periods ended March 31, 2010 compared to the
returns of other open-end and closed-end covered call funds and the return of
the S&P 500 Index and the CBOE S&P 500 BuyWrite Index for the same periods.

The Board reviewed the sub-advisory fee proposed to be paid by the
Adviser to GPAM and compared it to the fees charged by GPAM to other accounts
with investment strategies comparable to the strategy proposed for the Fund.
The Board considered that the Adviser had proposed to contractually lower the
advisory fee by .10% and to lower the advisory fee by an additional .10%, as
long as an affiliate of the Adviser served as sub-adviser to the Fund, for a
net fee on managed assets of .80%.

With respect to the costs of services to be provided and profits to
be realized by GPAM from its relationship with the Fund, the Board reviewed
information regarding the projected revenues GPAM expects to receive under the
New Sub-Advisory Agreement and estimated direct and indirect allocated expenses
of GPAM in providing services under the New Sub-Advisory Agreement.

The Board considered that the Adviser had agreed that it, and not the
shareholders' would bear the expenses of seeking shareholder approval of the
change in sub-adviser.

The Board reviewed the extent to which economies of scale with
respect to the sub-advisory services provided to the Fund would be realized as
the Fund grows and whether fee levels reflect a reasonable sharing of such
economies of scale for the benefit of Fund investors. Given the size of the
Fund and the relatively fixed nature of closed-end fund assets, the Committee
did not anticipate significant economies of scale.

The Board considered other benefits to be derived by GPAM from its
relationship with the Fund. The Board noted GPAM's statement that it does not
enter into soft dollar arrangements and that it is not aware of any other
benefits from its relationship with the Fund other than it is an affiliate of
the Adviser.

Overall Conclusions. Based upon all of the information considered and
the conclusions reached, the Board determined that the terms of each of the
Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement is fair and

reasonable and that the approval of each of the Interim Sub-Advisory Agreement
and the New Sub-Advisory Agreement is in the best interests of the Fund, taking
into consideration the costs of services to be provided and profit realized,
economies of scale and other benefits to GPAM.

SHAREHOLDER APPROVAL

The New Sub-Advisory Agreement must be approved by a vote of a
majority of the outstanding voting securities of the Fund. The "vote of a
majority of the outstanding voting securities" is defined in the 1940 Act as
the lesser of the vote of (i) 67% or more of the outstanding voting securities
of the Fund entitled to vote thereon present at the Annual Meeting or
represented by proxy, provided that the holders of more than 50% of the
outstanding voting securities of the Fund are present or represented by proxy;
or (ii) more than 50% of the outstanding voting securities of the Fund entitled
to vote thereon. Abstentions will have the same effect as votes against
Proposal 1. "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 the same effect as votes against
Proposal 1.

BOARD RECOMMENDATION

The Board, including all of the Independent Trustees, recommends that
you vote "FOR" the approval of the New Sub-Advisory Agreement.

PROPOSAL 2: 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 Trustee as Class II
Trustees (Mr. Steven D. Cosler and Mr. Robert M. Hamje are the nominees) to
serve until the Fund's 2013 annual meeting of shareholders or until their
respective successors shall have been elected and qualified.

COMPOSITION OF THE BOARD OF TRUSTEES

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

CLASS I TRUSTEES

Mr. Matthew J. Appelstein and Mr. Randall C. Barnes are the Class I
Trustees. The term of the Class I Trustees of the Fund will continue
until the Fund's 2012 annual meeting of shareholders or until
successors shall have been elected and qualified.

CLASS II TRUSTEES

Mr. Steven D. Cosler and Mr. Robert M. Hamje are the Class II
Trustees. Mr. Cosler and Mr. Hamje are standing for election at the
Annual Meeting. If elected, the term of the Class II Trustees will
continue until the Fund's 2013 annual meeting of shareholders or until
successors shall have been elected and qualified.

CLASS III TRUSTEES

Mr. L. Kent Moore, Mr. Ronald A. Nyberg and Mr. Ronald E. Toupin, Jr.
are the Class III Trustees. The term of the Class I Trustees of the
Fund will continue until the Fund's 2011 annual meeting of
shareholders or until successors shall have been elected and
qualified.

Generally, the Trustees of only one class are elected at each annual
meeting of shareholders, so that the regular term of only one class of Trustees
will expire annually and any particular Trustee stands for election only once
in each three year period. Each trustee nominee elected at the annual meeting
as a Class II Trustee of the Fund will hold office until the Fund's 2013 annual
meeting of shareholders 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 ALL" 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 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, and comply with the definition of "independent" (as defined in
Rule 10A-3 under the Securities Exchange Act of 1934, as amended) (the
"Independent Trustees").

The Fund is part of a fund complex (referred to herein as the "Fund
Complex") that consists of U.S. registered investment companies advised or
serviced by the Adviser or its affiliates. As of the date of this Proxy
Statement, the Fund Complex is composed of 14 closed-end funds, including the
Fund, and 35 exchange-traded funds. The Fund Complex is overseen by multiple
boards of trustees.

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

INDEPENDENT TRUSTEES:
Randall C. Barnes Trustee Trustee Private Investor. Formerly, Senior Vice 45 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.

Steven D. Trustee Trustee Formerly, President (2001-2005), 2 Director, Cydex
Cosler(3) since 2005 Chief Executive Officer and Director Pharmaceuticals,
Year of birth: 1955 (2002-2005), Chief Operating Officer Inc. (2005-
(2000-2002) and Executive Vice present),
President (1997-2001) of Priority CCS Medical
Healthcare Corporation. (2006-2010),
Access Mediquip
(2006-present),
SXC Health
Solutions
(2007-present),
CareCentrix
(2008-present),
Healthplan
Holdings
(2008-present)

Robert M. Trustee Trustee Formerly, President and Chief 2 Trustee, funds
Hamje(3) since 2004 Investment Officer of TRW in the Old
Year of birth: 1942 Investment Management Company Mutual Advisor
(1990-2003). fund complex
(2004 -present).

L. Kent Moore Trustee Trustee Owner, Eagle River Ventures, LLC 2 Trustee, funds
Year of birth: 1955 since 2004 (1999-present). Previously, Partner in the Old
at WillSource Enterprise Mutual Advisor
(2005-2006), Managing Director fund complex
High Sierra Energy L.P. (2004-present),
(2004-2005), Portfolio Manager American
and Vice President of Janus Midstream
Capital Corp. (2000-2002) and Partners, LLC
Senior Analyst/Portfolio Manager (2009-present)
of Marsico Capital Management
(1997-1999). Director American
Midstream Partners, LLC (2009-present).

Ronald A. Nyberg Trustee Trustee Partner of Nyberg & Cassioppi, LLC, a 47 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 Formerly, Vice President, 44 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:
Matthew J. Trustee Executive Vice President, head of Sales 2 Trustee, funds
Appelstein+ since 2005 and Marketing, Old Mutual Asset in the Old
Year of birth: 1961 Management (2003-present). Mutual Advisor
fund complex.

----------
+ "Interested person" of the Fund as defined in the 1940 Act. Mr. Appelstein
is an interested person of the Fund because he is an officer of Old Mutual
Asset Management, the parent company of Analytic.

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

(2) Each Trustee is generally expected to serve a three year term concurrent
with the class of Trustees for which he serves.

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

TRUSTEE QUALIFICATIONS

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

The following is a summary of the experience, qualifications,
attributes and skills of each Trustee that support the conclusion, as of the
date of this proxy statement, that each Trustee should serve as a Trustee in
light of the Fund's business and structure. References to the qualifications,
attributes and skills of Trustees do not constitute the holding out of
any Trustee as being an expert in such area.

Matthew J. Appelstein. Mr. Appelstein has served as a Trustee of the
Fund and another fund in the Claymore Fund Complex since 2005. Through his
service as a Trustee of the Fund, his service on other public company boards,
including other investment company boards, his experience as Executive Vice
President of Old Mutual Asset Management, an investment services company, and
his prior experience, including Senior Vice President of Fidelity Management
Trust Company, also an investment services company, Mr. Appelstein is
experienced in financial, investment, technology and regulatory matters.

Randall C. Barnes. Mr. Barnes has served as a Trustee of the Fund and
other funds in the Claymore fund complex since 2003. Mr. Barnes also serves on
the board of certain Claymore sponsored Canadian funds. Through his service as
a Trustee of the Fund and as chairman of the Audit Committee, employment
experience as President of Pizza Hut International and as Treasurer of PepsiCo,
Inc., and his personal investment experience, Mr. Barnes is experienced in
financial, accounting, regulatory and investment matters.

Steven D. Cosler. Mr. Cosler has served as a Trustee of the Fund and
another fund in the Claymore Fund Complex since 2005. Through his service as a
Trustee of the Fund, his service on other public and private company boards,
and his prior experience, including President and Chief Executive Officer of
Priority Healthcare Corporation, Mr. Cosler is experienced in financial,
investment and regulatory matters.

Robert M. Hamje. Mr. Hamje has served as a Trustee of the Fund and
another fund in the Claymore Fund Complex since 2004. Through his service as a
Trustee of the Fund, his service on other public company boards, including
funds in another investment company complex, and his prior experience,
including President and Chief Investment Officer of TRW Investment Management
Company, Mr. Hamje is experienced in financial, investment and regulatory
matters.

L. Kent Moore. Mr. Moore has served as a Trustee of the Fund and
another fund in the Claymore Fund Complex since 2004. Through his service as a
Trustee of the Fund and funds in another investment company complex and his
experience as an analyst, portfolio manager and principal at both Janus Capital
and Marsico Capital Management, Mr. Moore is experienced in financial,
investment and regulatory matters.

Ronald A. Nyberg. Mr. Nyberg has served as a Trustee of the Fund and
other funds in the Claymore Fund Complex since 2003. Through his service as a
Trustee of the Fund and as chairman of the Nominating & Governance Committee,
his professional training and experience as an attorney and partner of a law
firm,

Nyberg & Cassioppi LLC, and his prior employment experience, including
Executive Vice President and General Counsel of Van Kampen Investments, an
asset management firm, Mr. Nyberg is experienced in financial, regulatory and
governance matters.

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

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

EXECUTIVE OFFICERS

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

Kevin M. Chief Since 2008 Senior Managing Director, General Counsel
Robinson Legal and Corporate Secretary (2007-present)
Year of birth: 1959 Officer of Claymore Advisors, LLC and 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.

TERM OF
OFFICE(2) AND
LENGTH
NAME, ADDRESS(1) OF TIME PRINCIPAL OCCUPATION DURING
AND YEAR OF BIRTH TITLE SERVED THE PAST FIVE YEARS
--------------------------------------------------------------------------------------------
Steven M. Hill Chief Since 2004 Senior Managing Director of Claymore
Year of birth: 1964 Financial Advisors, LLC and Claymore Securities, Inc.
Officer, (2005- present). Formerly,Chief Financial
Chief Officer (2005-2006) Claymore Group Inc.
Accounting Managing Director of Claymore Advisors,
Officer and LLC and Claymore Securities, Inc. (2003-
Treasurer 2005). Previously, Treasurer of Henderson
Global Funds and Operations Manager for
Henderson Global Investors (NA) Inc., (2002-
2003); Managing Director, FrontPoint Partners
LLC (2001- 2002); Vice President, Nuveen
Investments (1999-2001); Chief Financial
Officer, Skyline Asset Management LP,
(1999); Vice President, Van Kampen
Investments and Assistant Treasurer, Van
Kampen mutual funds (1989-1999).

Bruce Saxon Chief Since 2006 Vice President - Fund Compliance Officer of
Year of birth: 1957 Compliance Claymore Securities, Inc. (2006-present). Chief
Officer Compliance Officer of certain funds in the
Fund Complex. Chief Compliance
Officer/Assistant Secretary of Harris
Investment Management, Inc. (2003-2006).
Director-Compliance of Harrisdirect LLC
(1999-2003).

Mark E. Mathiasen Secretary Since 2008 Vice President; Assistant General Counsel of
Year of birth: 1978 Claymore Group, Inc. (2007-present).
Secretary of certain funds in the Fund
Complex. Previously, Law Clerk, Idaho State
Courts (2003-2006).

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

James Howley Assistant Since 2007 Vice President, Fund Administration of
Year of birth: 1972 Treasurer Claymore Securities, Inc. (2004-present).
Assistant Treasurer of certain funds in the Fund
Complex. Previously, Manager, Mutual Fund
Administration of Van Kampen Investments,
Inc. (1996-2004).

Donald P. Swade Assistant Since 2008 Vice President, Fund Administration (2006-
Year of birth: 1972 Treasurer present) of 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.

TERM OF
OFFICE(2) AND
LENGTH
NAME, ADDRESS(1) OF TIME PRINCIPAL OCCUPATION DURING
AND YEAR OF BIRTH TITLE SERVED THE PAST FIVE YEARS
------------------------------------------------------------------------------------------
Mark J. Furjanic Assistant Since 2008 Vice President, Fund Administration-Tax
Year of birth: 1959 Treasurer (2005-present) of 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 2006 Vice President, Assistant General Counsel of
Year of birth: 1978 Secretary Claymore Group, Inc. (2005-present).
Secretary of certain funds in the Fund
Complex. Formerly, Associate, Vedder Price
P.C. (2003-2005).

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

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

BOARD LEADERSHIP STRUCTURE

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

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

BOARD COMMITTEES

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

Audit Committee. The Board has an Audit Committee, which is composed
of Randall C. Barnes, Steven D. Cosler, Robert M. Hamje, L. Kent Moore, Ronald
A. Nyberg and Ronald E. Toupin, Jr., each of whom is an Independent Trustee as
defined above and is "independent" as defined by NYSE listing standards. Mr.
Barnes serves as chairperson of the Audit Committee.

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

The Audit Committee is governed by a written charter, the most recent
version of which was approved by the Board on April 20, 2010 (the "Audit
Committee Charter"). In accordance with proxy rules promulgated by the SEC, a
fund's audit committee charter is required to be filed at least once every
three years as an exhibit to a fund's proxy statement. The Fund's Audit
Committee Charter is attached as Appendix A hereto.

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

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

Nominating and Governance Committee. The Board has a Nominating and
Governance Committee, which is composed of Randall C. Barnes, Steven D. Cosler,
Robert M. Hamje, L. Kent Moore, Ronald A. Nyberg and Ronald E. Toupin, Jr.,
each of whom is an Independent Trustee as defined above and is

"independent" as defined by NYSE listing standards. Mr. Nyberg serves as
chairperson of the Nominating and Governance Committee.

The Nominating and Governance Committee is governed by a written
charter, the most recent version of which was approved by the Board on April
16, 2009 (the "Nominating and Governance Committee Charter"). In accordance
with proxy rules promulgated by the SEC, a fund's nominating committee charter
is required to be filed at least once every three years as an exhibit to a
fund's proxy statement. The Fund's Nominating and Governance Committee Charter
was attached as Appendix A to the Fund's 2009 proxy statement.

The Nominating and Governance Committee (i) evaluates and recommends
all candidates for election or appointment as members of the Board and
recommends the appointment of members and chairs of each committee of the
Board, (ii) reviews policy matters affecting the operation of the Board and
committees of the Board, (iii) periodically evaluates the effectiveness of the
Board and committees of the Board and (iv) oversees the contract review
process, including review of the Fund's advisory agreements and other contracts
with affiliated service providers. In considering Trustee nominee candidates,
the Nominating and Governance Committee requires that Trustee candidates have a
college degree or equivalent business experience and may take into account a
wide variety of factors in considering Trustee candidates, including (but not
limited to) availability and commitment of a candidate to attend meetings and
perform the responsibilities of a Trustee, relevant experience, educational
background, financial expertise, the candidate's ability, judgment and
expertise and overall diversity of the Board's composition. The Nominating and
Governance Committee may consider candidates recommended by various sources,
including (but not limited to) such Fund's Trustees, officers, investment
advisers and shareholders. The Nominating and Governance Committee will not
nominate a person for election to the Board as a Trustee after such person has
reached the age of seventy-two (72), unless such person is an "interested
person" of such Fund as defined in the 1940 Act. The Nominating and Governance
Committee may, but is not required to, retain a third party search firm to
identify potential candidates.

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

The Nominating and Governance Committee will consider Trustee
candidates recommended by the Fund's shareholders. The Nominating and

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

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

To have a candidate considered by the Nominating and Governance
Committee, a shareholder must submit the recommendation in writing and must
include the information required by the "Procedures for Shareholders to Submit
Nominee Candidates" that are set forth as Appendix B to the Nominating and
Governance Committee Charter, which was attached as Appendix A to the Fund's
2009 proxy statement. Shareholder recommendations must be sent to the Fund's
Secretary, c/o Claymore Advisors, LLC, 2455 Corporate West Drive, Lisle,
Illinois 60532.

The nominees for election at the Annual Meeting currently serve as
Trustees and were unanimously nominated by the Board of Trustees and the
Nominating and Governance Committee.

BOARD'S ROLE IN RISK OVERSIGHT

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

The Board requires officers of the Fund to report to the full Board
on a variety of matters at regular and special meetings of the Board and its
committees, as applicable, including matters relating to risk management. The
Audit Committee also receives reports from the Fund's independent registered
public accounting firm on internal control and financial reporting matters. On
at least a quarterly basis, the Board meets with the Fund's Chief Compliance
Officer, including separate

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

SHAREHOLDER COMMUNICATIONS

Shareholders and other interested parties may contact the Board or
any Trustee by mail. To communicate with the Board or any Trustee,
correspondence should be addressed to the Board of Trustees or the Trustee with
whom you wish to communicate by either name or title. All such correspondence
should be sent c/o the Fund's Secretary, c/o Claymore Advisors, LLC, 2455
Corporate West Drive, Lisle, Illinois 60532.

TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES

As of May 14, 2010, each Trustee beneficially owned equity securities
of the Fund and other funds in the Fund Complex overseen by the Trustee in the
dollar range amounts as specified below:

AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE OF EQUITY EQUITY SECURITIES OVERSEEN BY
NAME OF TRUSTEE SECURITIES IN THE FUND TRUSTEE IN THE FUND COMPLEX
--------------------------------------------------------------------------
Independent Trustees:
Randall C. Barnes Over $100,000 Over $100,000
Steven D. Cosler None $10,001-$50,000
Robert M. Hamje None $10,001-$50,000
L. Kent Moore None Over $100,000
Ronald A. Nyberg $1-$10,000 Over $100,000
Ronald E. Toupin, Jr. None None

Interested Trustees:
Matthew Appelstein None None

As of May 14, 2010, each Trustee and the Trustees and officers of the
Fund as a group owned less than 1% of the outstanding Shares of the Fund.

BOARD MEETINGS

During the Fund's fiscal year ended December 31, 2009, the Board held
6 meetings, the Audit Committee held 3 meetings and the Nominating and
Governance Committee held 5 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

December 31, 2009. It is the Fund's policy to encourage Trustees to attend
annual meetings of shareholders.

TRUSTEE COMPENSATION

The Fund pays an annual retainer and fee per meeting attended to each
Trustee who is not affiliated with the Adviser, a Sub-Adviser or their
respective affiliates and pays an additional annual fee to the chairman of the
Board and the chairman 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 December 31, 2009. The Fund does not accrue or pay
retirement or pension benefits to Trustees as of the date of this proxy
statement.

COMPENSATION TOTAL COMPENSATION
NAME OF TRUSTEE(1) FROM THE FUND FROM THE FUND COMPLEX
---------------------------------------------------------
Randall C. Barnes $26,000 $251,750
Steven D. Cosler $24,000 $48,000
Robert M. Hamje $23,000 $47,000
L. Kent Moore $24,500 $50,000
Ronald A. Nyberg $26,000 $357,875
Ronald E. Toupin, Jr. $29,000 $301,375
----------
(1) Trustees not eligible for compensation are not included in the above
table.

SHAREHOLDER APPROVAL

The affirmative vote of a plurality of the Shares voted is necessary
to elect a Trustee of the Fund. The holders of the Shares will have equal
voting rights (i.e. one vote per Share). Votes withheld and "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 (Mr. Steven
D. Cosler and Mr. Robert M. Hamje).

ADDITIONAL INFORMATION

FURTHER INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

Thirty percent (30%) of the Shares of the Fund entitled to vote on
the proposal must be present in person or by proxy to have a quorum for the
Fund to conduct business at the Annual Meeting. Votes withheld and broker
non-votes will be counted as Shares present at the Annual Meeting for quorum
purposes.

The Board has fixed the close of business on May 14, 2010 as the
Record Date for the determination of shareholders of the Fund entitled to
notice of, and to vote at, the Annual Meeting. Shareholders of the Fund as of
the close of business on the Record Date will be entitled to one vote on each
matter to be voted on by the Fund for each Share held and a fractional vote
with respect to fractional Shares with no cumulative voting rights.

Whether or not you plan to attend the Annual Meeting, we urge you to
complete, sign, date, and return the enclosed proxy card in the postage-paid
envelope provided or vote your proxy via telephone or the Internet so your
Shares will be represented at the Annual Meeting. Information regarding how to
vote your proxy via telephone or the Internet is included on the enclosed proxy
card. The required control number for Internet and telephone voting is printed
on the enclosed proxy card. The control number is used to match proxy cards
with shareholders' respective accounts and to ensure that, if multiple proxy
cards are executed, Shares are voted in accordance with the proxy card bearing
the latest date. If you wish to attend the Annual Meeting and vote in person,
you will be able to do so. You may contact the Fund's proxy information line at
(866) 416-0552 to obtain directions to the site of the Annual Meeting.

All Shares represented by properly executed proxies received prior to
the Annual Meeting will be voted at the Annual Meeting in accordance with the
instructions marked thereon or otherwise as provided therein. IF YOU SIGN THE
PROXY CARD, BUT DON'T FILL IN A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE
WITH THE BOARD'S RECOMMENDATION. If any other business is brought before the
Annual Meeting, your Shares will be voted at the proxies' discretion.

Shareholders who execute proxy cards or vote proxies via telephone or
the Internet may revoke them at any time before they are voted by filing with
the Secretary of the Fund a written notice of revocation, by delivering
(including via telephone or the Internet) a duly executed proxy bearing a later
date or by attending the Annual Meeting and voting in person. Merely attending
the Annual Meeting, however, will not revoke any previously submitted proxy.

Broker-dealer firms holding Shares in "street name" for the benefit
of their customers and clients will request the instructions of such customers
and clients on how to vote their Shares on the Proposals. Under current
interpretations of the New York Stock Exchange (the "NYSE"), broker-dealers
that are members of the NYSE and that have not received instructions from a
customer may not vote such customer's Shares on Proposal 1. Broker-dealers who
are not members of the

NYSE may be subject to other rules, which may or may not permit them to vote
your shares without instruction. Therefore, you are encouraged to contact your
broker and record your voting instructions.

You may contact the Fund's proxy information line at (866) 416-0552
with any questions about the Proxy Statement or with questions about how to
cast your vote.

ADVISER

Claymore Advisors, LLC, located at 2455 Corporate West Drive, Lisle,
Illinois 60532, acts as the Fund's investment adviser. As of March 31, 2010,
Claymore entities have provided supervision, management and/or servicing on
approximately $15.9 billion in assets through closed-end funds, unit investment
trusts and exchange-traded funds. Claymore Advisors, LLC is a wholly-owned
subsidiary of Guggenheim Partners, LLC, a global, diversified financial
services firm with more than $100 billion in assets under supervision.
Guggenheim, through its affiliates, provides investment management, investment
advisory, insurance, investment banking, and capital markets services. The firm
is headquartered in Chicago and New York with a global network of offices
throughout the United States, Europe, and Asia.

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's annual financial statements for
the Fund's fiscal year ended December 31, 2009 were approximately $41,500 and
for the Fund's fiscal year ended December 31, 2008 were approximately $41,500.

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 fiscal
year ended December 31, 2009 were $0 and for the Fund's fiscal year ended
December 31, 2008 were $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 fiscal year ended December 31, 2009 were approximately
$6,000 and for the Fund's fiscal year ended December 31, 2008 were
approximately $6,000. E&Y did not perform any other tax compliance or tax
planning services or render any tax advice that were required to be approved by
the Fund's Audit Committee for such periods.

ALL OTHER FEES

Other than those services described above, E&Y did not perform any
other services on behalf of the Fund for the Fund's fiscal year ended December
31, 2009 and for the Fund's fiscal year ended December 31, 2008.

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
fiscal year ended December 31, 2009 were approximately $6,000 and for the
Fund's fiscal year ended December 31, 2008 were approximately $6,000.

AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

As noted above, the Audit Committee is governed by the Audit
Committee Charter, which is attached as Appendix A hereto, 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 nonaudit services to the
Adviser (or any "control affiliate" of the Adviser providing
ongoing services to the Trust), if the engagement relates
directly to the operations and financial reporting of the Trust
(unless an exception is available under Rule 2-01 of Regulation
S-X).

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

The Audit Committee has pre-approved all audit and non-audit services
provided by E&Y to the Fund, and all non-audit services provided by E&Y to the
Adviser, or any entity controlling, controlled by, or under common control with
the Adviser that provides ongoing services to the Fund that are related to the
operations of the Fund for the fiscal years ended December 31, 2009 and
December 31, 2008.

None of the services described above for the Fund's fiscal years
ended December 31, 2009 and December 31, 2008 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, except as listed below:

CLASS OF SHARE PERCENTAGE
SHAREHOLDER NAME AND ADDRESS SHARES HOLDINGS OWNED
------------------------------------------------------------------------
First Trust Portfolios, L.P.
First Trust Advisors L.P. common shares 1,901,049 10%(1)
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

(1) Based on information obtained from a Form 13G/A filed with the SEC on
February 28, 2010.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (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 Fund's investment adviser, and persons who beneficially own more than
ten percent of the Fund's Shares to file certain reports of ownership ("Section
16 filings") with the SEC and the New York Stock Exchange. Based upon the
Fund's review of the copies of such forms effecting the Section 16 filings
received by it, the Fund believes that for the Fund's fiscal year ended
December 31, 2009, all filings applicable to such persons were completed and
filed in a timely manner, except as follows: a Form 4 relating to the
disposition of shares by Randall C. Barnes was inadvertently filed late.

PRIVACY PRINCIPLES OF THE FUND

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

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

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

DEADLINE FOR SHAREHOLDER PROPOSALS

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

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

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

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

The foregoing description of the procedures for a shareholder
properly to make a nomination for election as a Trustee or to propose other
business for the Fund is only a summary and is not complete. A copy of the
Fund's By-Laws, which includes the provisions regarding the requirements for
shareholder nominations and

proposals, may be obtained by writing to the Secretary of the Fund at 2455
Corporate West Drive, Lisle, Illinois 60532. Any shareholder considering making
a nomination or other proposal should carefully review and comply with those
provisions of the Fund's By-Laws.

Shareholder proposals intended for inclusion in the Fund's proxy
statement in connection with such annual meeting of shareholders pursuant to
Rule 14a-8 under the Exchange Act must be received by the Fund at the Fund's
principal executive offices by February 25, 2011. Proposals made outside of
Rule 14a-8 under the Exchange Act must be submitted, in accordance with the
notice requirements of the Fund's By-Laws, not earlier than the close of
business on March 21, 2011 nor later than the close of business on April 20,
2011 (which is also the date after which shareholder nominations and proposals
made outside of Rule 14a-8 under the Exchange Act would not be considered
"timely" within the meaning of Rule 14a-4(c) under the Exchange Act).

EXPENSES OF PROXY SOLICITATION

The cost of soliciting proxies will be borne by the Fund, except that
costs related to Proposal 1 will be borne by Claymore. 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. The Fund has
retained The Altman Group, Inc. ("The Altman Group") as its proxy solicitor and
will pay a project management fee as well as fees charged on a per call basis
and certain other expenses. Management of the Fund estimates that the fees
payable to The Altman Group will be approximately $38,000 (of which
approximately $2,000 will be borne by the Fund).

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING TO BE HELD ON JULY 19, 2010

This Proxy Statement is available on the Internet at
www.proxyonline.com/docs/ola.pdf.

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 25, 2010

APPENDIX A

AUDIT COMMITTEE CHARTER

I. PURPOSE

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

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

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

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

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

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

II. COMPOSITION

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

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

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

A-1

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

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

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

III. MEETINGS

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

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

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

A. Charter

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

B. Internal Controls

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

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

A-2

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

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

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

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

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

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

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

C. Independent Auditors

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

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

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

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

A-3

Trust), if the engagement relates directly to the operations and
financial reporting of the Trust (unless an exception is available
under Rule 2-01 of Regulation S-X).

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

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

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

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

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

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

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

A-4

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

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

D. Financial Reporting Processes

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

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

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

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

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

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

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

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

o when the independent auditors are aware that Trust management
has consulted with other accountants about

A-5

significant accounting and auditing matters, the independent
auditors' views about the subject of the consultation;

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

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

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

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

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

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

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

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

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

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

E. Process Improvements

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

A-6

F. Legal and Compliance

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

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

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

G. Other Responsibilities

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

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

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

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

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

V. FUNDING

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

A-7

BACKGROUND AND DEFINITIONS
FOR
AUDIT COMMITTEE CHARTER

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

I. COMPOSITION

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

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

II. RESPONSIBILITIES AND DUTIES

A. Pre-Approval Not Required

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

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

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

A-8

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

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

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

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

B. Control Affiliate

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

C. Prohibited Non-Audit Services

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

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

2. financial information systems design and implementation;

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

4. actuarial services;

5. internal audit outsourcing services;

6. management functions or human resources;

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

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

A-9

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

D. Other Definitions

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

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

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

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

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

A-10

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

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

A-11

APPENDIX A

FUNDS THAT HAVE APPROVED THIS
AUDIT COMMITTEE CHARTER

FUND
----

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

A-12

APPENDIX B

FORM OF NEW SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the "Agreement"), dated as of
________, 2010, among Guggenheim Enhanced Equity Income Fund, a Massachusetts
business trust (the "Trust"), Claymore Advisors, LLC, a Delaware limited
liability company (the "Adviser"), and Guggenheim Partners Asset Management,
LLC, a Delaware limited liability company (the "Sub-Adviser").

WHEREAS, the Adviser has agreed to furnish investment management and
advisory services to the Trust, a closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act") with respect to the trust assets;

WHEREAS, the investment advisory agreement between the Adviser and
the Trust (such agreement or the most recent successor agreement between such
parties relating to advisory services to the Trust is referred to herein as the
"Investment Advisory Agreement") contemplates that the Adviser may sub-contract
investment advisory services with respect to the Trust to a sub-adviser(s)
pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in
accordance with the provisions of the 1940 Act;

WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide
certain sub-advisory services;

WHEREAS, the Sub-Adviser is a registered Adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"); and

WHEREAS, this Agreement has been approved in accordance with the
provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such
services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, it is agreed by and between the parties hereto as
follows:

1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to act as
a sub-adviser with respect to the Trust as set forth in this Agreement and the
Sub-Adviser accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.

2. SERVICES OF THE SUB-ADVISER. Subject to the succeeding provisions
of this section, the oversight and supervision of the Adviser and the direction
and control of the Trust's Board of Trustees, the Sub-Adviser will perform
certain of the day-to-day operations of the Trust which may include one or more
of the following services at the request of the Adviser: (i) managing the
investment and reinvestment of the assets of the trust in accordance with the

B-1

investment policies of the Trust; (ii) arranging, subject to the provisions of
paragraph 3 hereof, for the purchase and sale of securities and other assets
for the Trust; (iii) providing investment research and credit analysis
concerning the assets of the trust; (iv) placing orders for purchases and sales
of assets of the trust; (v) maintaining the books and records as are required
to support Trust investment operations; (vi) monitoring on a daily basis the
investment activities and portfolio holdings relating to the Trust; and (vii)
voting proxies relating to the Trust's portfolio securities in accordance with
the proxy voting policies and procedures of the Sub-Adviser. At the request of
the Adviser, the Sub-Adviser will also, subject to the oversight and
supervision of the Adviser and the direction and control of the Trust's Board
of Trustees, consult with the Adviser as to the overall management of the
assets of the trust and the investment policies and practices of the Trust,
including (but not limited to) the use by the Trust of financial leverage and
elements (e.g., form, amount and costs) relating to such financial leverage and
the utilization by the Trust of any interest rate or other hedging or risk
management transactions in connection therewith, and will perform any of the
services described in the Investment Advisory Agreement. In addition, the
Sub-Adviser will keep the Trust and the Adviser informed of developments
materially affecting the Trust and shall, upon request, furnish to the Trust
all information relevant to such developments. The Sub-Adviser will
periodically communicate to the Adviser, at such times as the Adviser may
direct, information concerning the purchase and sale of securities for the
Trust, including: (i) the name of the issuer, (ii) the amount of the purchase
or sale, (iii) the name of the broker or dealer, if any, through which the
purchase or sale is effected, (iv) the CUSIP number of the instrument, if any,
and (v) such other information as the Adviser may reasonably require for
purposes of fulfilling its obligations to the Trust under the Investment
Advisory Agreement. The Sub-Adviser will provide the services rendered by it
under this Agreement in accordance with the Trust's investment objective,
policies and restrictions (as currently in effect and as they may be amended or
supplemented from time to time) as stated in the Trust's Prospectus filed with
the Securities and Exchange Commission (the "SEC") as part of the Trust's
Registration Statement on Form N-2 and the resolutions of the Trust's Board of
Trustees. The Trust shall maintain its books and records, and the Sub-Adviser
shall have no responsibility with respect thereto, other than its obligations
under the 1940 Act, the Advisers Act or other applicable law. In addition, the
Sub-Adviser may, to the extent permitted by the 1940 Act, the Advisers Act and
other applicable law, aggregate purchase and sale orders being made
simultaneously for other accounts managed by the Sub-Adviser or its affiliates
and allocate the securities so purchased or sold, as well as expenses incurred
in the transaction, among the Trust and other accounts in an equitable manner.

3. COVENANTS. In the performance of its duties under this Agreement,
the Sub-Adviser:

(a) shall at all times comply and act in accordance with: (i) the
provisions of the 1940 Act and the Advisers Act and all applicable Rules and

B-2

Regulations of the SEC thereunder; (ii) any other applicable provision of law;
(iii) the provisions of the Agreement and Declaration of Trust and By-Laws of
the Trust, as such documents are amended from time to time; (iv) the investment
objectives, policies and restrictions of the Trust as set forth in the Trust's
Prospectus filed with the SEC as part of the Trust's Registration Statement on
Form N-2; and (v) any policies, determinations and/or resolutions of the Board
of Trustees of the Trust or the Adviser;

(b) will place orders either directly with the issuer or with any
broker or dealer. Subject to the other provisions of this paragraph, in placing
orders with brokers and dealers, the Sub-Adviser will obtain the best price and
the most favorable execution of its orders. In placing orders, the Sub-Adviser
will consider the experience and skill of the firm's securities traders as well
as the firm's financial responsibility and administrative efficiency.
Consistent with this obligation, the Sub-Adviser may select brokers on the
basis of the research, statistical and pricing services they provide to the
Trust and other clients of the Adviser or the Sub-Adviser, as the case may be.
Information and research received from such brokers will be in addition to, and
not in lieu of, the services required to be performed by the Sub-Adviser
hereunder. A commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the same transaction,
provided that the Sub-Adviser determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
the Adviser and the Sub-Adviser to the Trust and their other clients and that
the total commissions paid by the Trust will be reasonable in relation to the
benefits to the Trust over the long-term. In no instance, however, will the
Trust's securities be purchased from or sold to the Adviser, the Sub-Adviser or
any affiliated person thereof, except to the extent permitted by the SEC or by
applicable law;

(c) maintain books and records with respect to the Trust's securities
transactions and render to the Adviser and the Trust's Board of Trustees such
periodic and special reports as they may reasonably request; and

(d) treat confidentially and as proprietary information of the Trust
all non-public records and other information relative to the Trust, and the
Trust's prior, current or potential shareholders, and will not use such records
and information for any purpose other than performance of its responsibilities
and duties hereunder.

4. SERVICES NOT EXCLUSIVE. Nothing in this Agreement shall prevent
the Sub-Adviser or any officer, employee or other affiliate thereof from acting
as investment adviser for any other person, firm or corporation, or from
engaging in any other lawful activity, and shall not in any way limit or
restrict the Sub-Adviser or any of its officers, employees or agents from
buying, selling or trading any securities for their own accounts or for the
accounts of others for whom it or they may be acting; provided, however, that
any of the foregoing activities are consistent with applicable law and the
Sub-Adviser's fiduciary obligations to the Trust.

B-3

5. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any such records upon the Trust's request. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under
the 1940 Act.

6. AGENCY CROSS TRANSACTIONS. From time to time, the Sub-Adviser or
brokers or dealers affiliated with the Sub-Adviser may find themselves in a
position to buy for certain of their brokerage clients (each an "Account")
securities which the Sub-Adviser's investment advisory clients wish to sell,
and to sell for certain of their brokerage clients securities which advisory
clients wish to buy. Where one of the parties is an advisory client, the
Sub-Adviser or the affiliated broker or dealer cannot participate in this type
of transaction (known as a cross transaction) on behalf of an advisory client
and retain commissions from both parties to the transaction without the
advisory client's consent. This is because in a situation where a Sub-Adviser
is making the investment decision (as opposed to a brokerage client who makes
his own investment decisions), and the Sub-Adviser or an affiliate is receiving
commissions from one or both sides of the transaction, there is a potential
conflicting division of loyalties and responsibilities on the Sub-Adviser's
part regarding the advisory client. The SEC has adopted a rule under the
Advisers Act which permits an investment adviser or its affiliates to
participate on behalf of an Account in agency cross transactions if the
advisory client has given written consent in advance. By execution of this
Agreement, the Trust authorizes the Sub-Adviser or its affiliates to
participate in agency cross transactions involving an Account, consistent with
any policies and procedures that may be adopted by the Board of Trustees of the
Trust, and this Agreement shall constitute executed, written consent of the
Trust for the Sub-Adviser engaging in agency cross transactions. The Trust may
revoke its consent at any time by written notice to the Sub-Adviser.

7. EXPENSES. During the term of this Agreement, the Sub-Adviser will
bear all costs and expenses of its employees and any overhead incurred by the
Sub-Adviser in connection with their duties hereunder and shall bear the costs
of any salaries or trustees, fees of any officers or trustees of the Trust who
are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser. The
Sub-Adviser shall not be responsible for any expenses of the Adviser or the
Trust not specifically set forth in this Section 8 or otherwise in any written
agreement between the Sub-Adviser and the Trust or the Adviser, as the case may
be.

8. COMPENSATION.

(a) The Adviser agrees to pay to the Sub-Adviser and the Sub-Adviser
agrees to accept as full compensation for all services rendered hereunder by
the Sub-Adviser as such, a monthly fee (the "Sub-Advisory Fee") in arrears at
the annual rate equal to 0.40% of the average daily value of the Trust's total
managed

B-4

assets. "Total managed assets" means (i) the net assets of the Trust (including
assets attributable to any preferred shares that may be outstanding) plus (ii)
any additional total assets of the Trust attributable to borrowings of money,
the use of reverse repurchase agreements or dollar rolls or the issuance of
debt securities (together "external borrowings"), without deducting liabilities
representing external borrowings. The liquidation preference of any preferred
shares of the Trust, if any, constituting financial leverage shall not be
considered a liability of the Trust. For any period less than a month during
which this Agreement is in effect, the Investment Sub-Advisory Fee shall be
prorated according to the proportion which such period bears to a full month of
28, 29, 30 or 31 days, as the case may be.

(b) For purposes of this Agreement, the total assets of the Trust
shall be calculated pursuant to the procedures adopted by resolutions of the
Trustees of the Trust for calculating the value of the Trust's assets or
delegating such calculations to third parties.

9. CERTAIN INFORMATION. The Sub-Adviser shall promptly notify the
Adviser in writing of the occurrence of any of the following events: (a) the
Sub-Adviser failing to be registered as an investment adviser under the
Advisers Act, (b) the Sub-Adviser having been served or otherwise have notice
of any action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, involving the affairs of the
Trust, (c) the occurrence of any change in control of the Sub-Adviser or any
parent of the Sub-Adviser within the meaning of the 1940 Act, or (d) the
occurrence of any material adverse change in the business or financial position
of the Sub-Adviser.

10. LIMITATION ON LIABILITY.

(a) The Sub-Adviser will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Adviser or by the Trust (or
their respective agents) in connection with the performance of this Agreement,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of
its duties or from reckless disregard by it of its duties under this
Agreement.

(b) The Trust may, but shall not be required to, make advance
payments to the Sub-Adviser in connection with the expenses of the Sub-Adviser
in defending any action with respect to which damages or equitable relief might
be sought against the Sub-Adviser under this Section (which payments shall be
reimbursed to the Trust by the Sub-Adviser as provided below) if the Trust
receives (i) a written affirmation of the Sub-Adviser's good faith belief that
the standard of conduct necessary for the limitation of liability in this
Section has been met and (ii) a written undertaking to reimburse the Trust
whether or not the Sub-Adviser shall be deemed to have liability under this
Section, such reimbursement to be due upon (1) a final decision on the merits
by a court or other body before whom the proceeding was brought as to whether
or not the Sub-Adviser is liable under this Section or (2) in the absence of
such a decision, upon the request of the Sub-

B-5

Adviser for reimbursement by a majority vote of a quorum consisting of trustees
of the Trust who are neither "interested persons" of the Trust (as defined in
Section 2(a)(19) of the 1940 Act) nor parties to the proceeding ("Disinterested
Non-Party Trustees"). In addition, at least one of the following conditions
must be met: (A) the Sub-Adviser shall provide a security for such Sub-Adviser
undertaking, (B) the Trust shall be insured against losses arising by reason of
any lawful advance, or (C) a majority of a quorum of the Disinterested
Non-Party Trustees of the Trust or an independent legal counsel in a written
opinion, shall determine, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is a reasonable belief that
the Sub-Adviser ultimately will be found not to be liable under this Section.

11. DURATION AND TERMINATION. This Agreement shall become effective
as of the date hereof and shall continue (unless terminated automatically as
set forth below) in effect for a period of one year. Thereafter, if not
terminated, this Agreement shall continue in effect with respect to the Trust
for successive periods of 12 months, provided such continuance is specifically
approved at least annually by both (a) the vote of a majority of the Trust's
Board of Trustees or a vote of a majority of the outstanding voting securities
of the Trust at the time outstanding and entitled to vote and (b) by the vote
of a majority of the Trustees, who are not parties to this Agreement or
interested persons (as such term is defined in the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be terminated by the Trust,
without the payment of any penalty, upon giving the Sub-Adviser 60 days' notice
(which notice may be waived by the Sub-Adviser), provided that such termination
by the Trust shall be directed or approved by the vote of a majority of the
Trustees of the Trust in office at the time or by the vote of the holders of a
majority of the voting securities of the Trust at the time outstanding and
entitled to vote, or by the Sub-Adviser on 60 days' written notice (which
notice may be waived by the Trust), and will terminate automatically upon any
termination of the Investment Advisory Agreement between the Trust and the
Adviser. This Agreement will also immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested person" and "assignment" shall have the same
meanings of such terms in the 1940 Act.)

12. NOTICES. Any notice under this Agreement shall be in writing to
the other party at such address as the other party may designate from time to
time for the receipt of such notice and shall be deemed to be received on the
earlier of the date actually received or on the fourth day after the postmark
if such notice is mailed first class postage prepaid.

13. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. Any amendment of this Agreement shall be
subject to the 1940 Act.

B-6

14. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts for contracts
to be performed entirely therein without reference to choice of law principles
thereof and in accordance with the applicable provisions of the 1940 Act.

15. USE OF THE NAME "GUGGENHEIM." Pursuant to a Trademark Sublicense
Agreement dated ________ between the Adviser and the Sub-Adviser, the
Sub-Adviser has consented to the use by the Trust of the name or identifying
word "Guggenheim" in the name of the Trust.

16. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or other wise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding on, and shall inure to the
benefit of the parties hereto and their respective successors.

17. COUNTERPARTS. This Agreement may be executed in counterparts by
the parties hereto, each of which shall constitute an original counterpart, and
all of which, together, shall constitute one Agreement.

A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of an officer
of the Trust as an officer and not individually and that the obligations of
this instrument are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and property of
the Trust.

B-7

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers designated below as of the day
and year first above written.

CLAYMORE ADVISORS, LLC

By: ________________________________________
Name:
Title:

GUGGENHEIM PARTNERS ASSET MANAGEMENT, LLC

By: ________________________________________
Name:
Title:

GUGGENHEIM ENHANCED EQUITY INCOME FUND

By: ________________________________________
Name:
Title:

B--8

CLAYMORE (SM)
PROXY CARD FOR

GUGGENHEIM ENHANCED EQUITY INCOME FUND
(FORMERLY, OLD MUTUAL/CLAYMORE LONG-SHORT FUND)
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - JULY 19, 2010
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The annual meeting of shareholders of Guggenheim Enhanced Equity Income Fund
(formerly, Old Mutual/Claymore Long-Short Fund) (the "Fund") will be held at the
offices of the Fund, 2455 Corporate West Drive, Lisle, Illinois, 60532, on
Monday, July 19, 2009 at 11:30 A.M., Central Time (the "Annual Meeting"). The
undersigned hereby appoints each of Elizabeth H. Hudson and Kevin M. Robinson,
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 ANNUAL MEETING.

QUESTIONS ABOUT THIS PROXY? Should you have any questions about the proxy
materials or regarding how to vote your shares, please contact our proxy
information line TOLL-FREE AT 1-866-416-0552. Representatives are available
Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THIS ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON JULY 19, 2010:

THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT:
WWW.PROXYONLINE.COM/DOCS/OLA.PDF

--------------------------------------------------------------------------------
PLEASE FOLD HERE AND RETURN THE ENTIRE PROXY CARD - DO NOT DETACH

PLEASE SEE THE INSTRUCTIONS BELOW IF YOU WISH TO VOTE BY PHONE (live proxy
representative), BY MAIL OR VIA THE INTERNET. Please use whichever method is
most convenient for you. If you choose to vote via the Internet or by phone, you
should not mail your proxy card. Please vote today!

PHONE: To cast your vote by phone with a proxy voting representative, call
toll-free 1-866-416-0552 and provide the representative with the
control number found on the reverse side of this proxy card.
Representatives are available to take your voting instructions Monday
through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.

MAIL: To vote your proxy by mail, check the appropriate voting box on the
reverse side of this proxy card, sign and date the card and return it
in the enclosed postage-paid envelope.

The option below is available 24 hours a day / 7 days a week.

INTERNET: To vote via the Internet, go to WWW.PROXYONLINE.COM and enter the
control number found on the reverse side of this proxy card.

NOTE: 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).

--------------------------------------------------------------------------------
Shareholder sign here Date

--------------------------------------------------------------------------------
Joint owner sign here Date

IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT.

GUGGENHEIM ENHANCED EQUITY INCOME FUND
(FORMERLY, OLD MUTUAL/CLAYMORE LONG-SHORT FUND)

CONTROL NUMBER
---------------------

---------------------

Remember to SIGN AND DATE THE REVERSE SIDE before mailing in your vote. This
proxy card is valid only when signed and dated.

SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED AS TO PROPOSAL 1 THE PROXIES SHALL VOTE FOR THAT PROPOSAL. IF NO
DIRECTION IS INDICATED AS TO PROPOSAL 2 THE PROXIES SHALL VOTE FOR EACH TRUSTEE.
THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE ANNUAL MEETING.

PLEASE FOLD HERE AND RETURN THE ENTIRE PROXY CARD - DO NOT DETACH
--------------------------------------------------------------------------------
TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |X|

FOR AGAINST ABSTAIN
1. To approve an investment sub-advisory agreement among the Fund, Claymore
Advisors, LLC and Guggenheim Partners Asset Management, LLC. | | | | | |

WITHHOLD
FOR AUTHORITY
2. To elect two Trustees as Class II Trustees to serve until the Fund's 2013
annual meeting of shareholders or until their respective successors shall have
been elected and qualified.

(01) Steven D. Cosler | | | |

(02) Robert M. Hamje | | | |